CARNIVAL CORP 8-K

What Happened

• Carnival Corporation and Carnival plc held annual and special shareholder meetings on April 17, 2026; the company filed this Form 8‑K on April 20, 2026 announcing the results. Shareholders re‑elected all board nominees and approved all board‑recommended proposals.
• Shareholders also approved the proposed DLC Unification and Redomiciliation Transactions (including termination of the Equalization Agreement) following a Court Meeting and related Special Meetings required for the planned unification and redomiciling of Carnival Corporation from Panama to Bermuda.

Key Details

• Annual Meetings: proxies representing 1,205,637,579 shares were received; all nominees were re‑elected (examples: Micky Arison — 885,002,049 FOR; Stuart Subotnick — 815,433,057 FOR / 100,638,837 AGAINST).
• Executive compensation (non‑binding advisory) passed: 879,051,088 FOR, 29,497,346 AGAINST, 8,368,636 abstain.
• Auditors: Carnival plc appointed Deloitte LLP and Carnival Corporation ratified Deloitte & Touche LLP (audit ratification vote: 1,057,700,041 FOR).
• Court Meeting (Scheme): 67,041,711 votes (94.97% of votes cast) were FOR the Scheme; total votes cast at the Court Meeting were 70,588,867, representing 48.30% of Scheme Shares entitled to vote. The Scheme met the required majorities (majority in number and at least 75% in value).
• Special Meetings: proxies received — Carnival plc General Meeting 70,153,263; Carnival Corporation Extraordinary General Meeting 845,904,932. All Special Meeting resolutions to implement the DLC Unification and redomiciliation (new articles, memorandum of continuance, bye‑laws, etc.) were approved.

Why It Matters

• The approvals advance the planned unification of Carnival Corporation and Carnival plc and the redomiciliation of Carnival Corporation from Panama to Bermuda — a corporate restructuring that, if completed, will change the companies’ legal structure and governance framework.
• Re‑election of directors and auditor ratification maintain board and audit continuity during the transition. For investors, these votes reduce a key regulatory and shareholder hurdle for the restructuring to proceed, but completion remains subject to the other closing conditions and court processes referenced in company materials.