form8k_041310.htm
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) April 13, 2010

 
Carnival Corporation
(Exact name of registrant as specified in its charter)
 
Carnival plc
(Exact name of registrant as specified in its charter)
Republic of Panama
(State or other jurisdiction of incorporation)
 
England and Wales
(State or other jurisdiction of incorporation)
1-9610
(Commission File Number)
 
1-15136
(Commission File Number)
59-1562976
(I.R.S. Employer Identification No.)
 
98-0357772
(I.R.S. Employer Identification No.)
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States of America
(Address of principal executive offices)
(Zip code)
Carnival House,
5 Gainsford Street,
London SE1 2NE,
United Kingdom
(Address of principal executive offices)
(Zip code)
 
(305) 599-2600
(Registrant’s telephone number, including area code)
 
011 44 20 7940 5381
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report.)
None
(Former name or 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 registrant 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))
 
 
 
 
 
 

Section 5 – Corporate Governance and Management.

Item 5.07 – Submission of Matters to a Vote of Security Holders.
 The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 13, 2010 (the “Annual Meetings”).  On all matters which came before the Annual Meetings, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held.  Proxies for 603,549,830 shares entitled to vote were received in connection with the Annual Meetings.
The matters which were submitted to Carnival Corporation and Carnival plc’s shareholders for approval at the Annual Meetings and the tabulation of the final votes with respect to each such matter were as follows:
 
Director Elections.
 
 Proposal
  
    
Votes For
  
Votes Against
Abstentions
  
Broker Non-Votes
1.
  
To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc.
  
563,568,165
  
19,447,257
963,779
  
19,569,430
2.
  
To elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc.
  
581,254,164
  
2,528,700
196,339
  
19,569,430
3.
  
To re-elect Robert H. Dickinson as a director of Carnival Corporation and Carnival plc.
  
536,702,155
  
46,726,548
550,499
  
19,569,430
4.
  
To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc.
  
542,244,834
  
12,488,317
29,246,050
  
19,569,430
5.
  
To re-elect Pier Luigi Foschi as a director of Carnival Corporation and Carnival plc.
  
569,635,765
  
14,136,758
206,679
  
19,569,430
6.
  
To re-elect Howard S. Frank as a director of Carnival Corporation and Carnival plc.
  
573,603,616
  
10,181,702
193,885
  
19,569,430
7.
  
To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc.
  
540,131,031
  
14,504,912
29,343,258
  
19,569,430
8.
  
To re-elect Modesto A. Maidique as a director of Carnival Corporation and Carnival plc.
  
518,927,800
  
35,700,909
29,350,492
  
19,569,430
9.
  
To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc.
  
557,778,963
  
25,999,692
200,546
  
19,569,430
10.    
  
To re-elect Peter G. Ratcliffe as a director of Carnival Corporation and Carnival plc.
  
572,565,713
  
11,214,679
198,809
  
19,569,430
11.
  
To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc.
  
540,146,755
  
42,853,446
979,001
  
19,569,430
12.
  
To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc.
  
577,554,149
  
6,225,296
199,756
  
19,569,430
13.
  
To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc.
  
573,133,814
  
10,645,930
200,656
  
19,569,430
14.
  
To re-elect Uzi Zucker as a director of Carnival Corporation and Carnival plc.
  
536,776,169
  
46,226,875
976,158
  
19,569,430
 
        Other Matters.
 
15.
  
To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation.
  
600,138,812
  
3,235,417
174,404
  
0
16.
  
To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.
  
601,169,219
  
2,180,942
198,472
  
0
17.
  
To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2009.
  
598,187,948
  
3,432,358
1,928,325
  
0
18.
  
To approve the directors’ remuneration report of Carnival plc for the year ended November 30, 2009.
  
519,541,078
  
82,898,829
1,108,725
  
0
19.
  
To approve the giving of authority for the allotment of new shares by Carnival plc.
  
566,873,925
  
12,570,773
4,534,504
  
19,569,430
20.
  
To approve disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc.
  
577,854,597
  
5,843,309
281,297
  
19,569,430
21.
  
To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market.
  
581,197,678
  
348,564
2,432,961
  
19,569,430
22.
  
To consider a shareholder proposal.
  
122,837,637
  
457,828,784
3,312,780
  
19,569,430


 
 
 


SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Arnaldo Perez
  
By:
/s/ Arnaldo Perez
 
Name:
Arnaldo Perez
 
Name:
Arnaldo Perez
 
Title:
Senior Vice President, General Counsel & Secretary
 
Title:
Senior Vice President, General Counsel & Company Secretary
 
Date:
 
April 19, 2010
  
 
Date:
 
April 19, 2010