UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 23, 2022
| Carnival Corporation |  | Carnival plc | ||||||
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | |||||||
Republic of Panama | England and Wales | |||||||
| (State or other jurisdiction of incorporation) | (State or other jurisdiction of incorporation) | |||||||
| 001-9610 | 001-15136 | |||||||
| (Commission File Number) | (Commission File Number) | |||||||
| 59-1562976 | 98-0357772 | |||||||
| (IRS Employer Identification No.) | (IRS Employer Identification No.) | |||||||
3655 N.W. 87th Avenue Miami, Florida 33178-2428 | Carnival House, 100 Harbour Parade Southampton SO15 1ST, United Kingdom | |||||||
| (Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |||||||
(305) 599-2600 | 011 44 23 8065 5000 | |||||||
| (Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) | |||||||
| None | None | |||||||
| (Former name or former address, if changed since last report.) | (Former name, former address, if changed since last report.) | |||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock ($0.01 par value) | CCL | New York Stock Exchange, Inc. | ||||||
Ordinary Shares each represented by American Depository Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust | CUK | New York Stock Exchange, Inc. | ||||||
| 1.875% Senior Notes due 2022 | CUK22 | New York Stock Exchange LLC | ||||||
| 1.000% Senior Notes due 2029 | CUK29 | New York Stock Exchange LLC | ||||||
Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter).
Emerging growth companies ☐
If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Section 5 – Corporate Governance and Management.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2022, the Boards of Directors of Carnival Corporation and Carnival plc (together, the “Companies”) appointed Josh Weinstein, currently Chief Operations Officer, to serve as an executive member of the Boards of Directors, effective August 1, 2022. Mr. Weinstein will also assume the roles of President, Chief Executive Officer and Chief Climate Officer on August 1, 2022.
There are no arrangements or understandings between Mr. Weinstein and any other persons pursuant to which Mr. Weinstein was selected to serve as a director. There were no transactions since the beginning of fiscal 2021, nor are any currently proposed, between Mr. Weinstein and the Companies that would be required to be disclosed under Item 404(a) of Regulation S-K. Mr. Weinstein will not receive any compensation for his service on the Boards of Directors beyond his pay as an executive officer of the Companies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARNIVAL CORPORATION | CARNIVAL PLC | |||||||||||||
| By: | /s/ Enrique Miguez | By: | /s/ Enrique Miguez | |||||||||||
| Name: | Enrique Miguez | Name: | Enrique Miguez | |||||||||||
| Title: | General Counsel | Title: | General Counsel | |||||||||||
| Date: | June 24, 2022 | Date: | June 24, 2022 | |||||||||||