Notification of Transaction/PDMRS and AGM Results
Carnival Corporation & plc Notification of Transaction of Directors/PDMRS and
Announcement of Results of Annual General Meetings
MIAMI (April 13, 2012) - Following its annual shareholders' and Boards of Directors'
meetings held this week in Miami Beach, Florida, Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) has announced share awards to non-executive directors, awards of
performance-based restricted stock units ("Performance RSUs") to certain executive
directors and PDMRs and the results of the resolutions voted on at its annual
general meetings.
Non-Executive Director Share Awards
Effective on April 11, 2012 grants of restricted shares or restricted share
units ("RSUs"), representing a hypothetical interest in Carnival Corporation
common stock, were made to non-executive directors pursuant to the Carnival
Corporation 2011 Stock Plan.
Awards were granted to non-executive directors as follows:
Number of Restricted Number of
Shares RSUs
Non-Executive Director
Sir Jonathon Band 3,840 --
Robert H. 3,840 --
Dickinson
Arnold W. Donald 3,840 --
Richard J. Glasier 3,840 --
Debra Kelly-Ennis -- 3,840
Modesto A. Maidique 3,840 --
Sir John Parker 3,840 --
Peter G. Ratcliffe 3,840 --
Stuart Subotnick 3,840 --
Laura Weil 3,840 --
Randall J. Weisenburger 3,840 --
All awards will be released from restriction on the third anniversary of the
grant date. Including the grant referred to above, the non-executive directors'
total Carnival Corporation total share and RSU holdings are as follows:
Total Number of Total Number of
RSUs Held
Non-Executive Director Shares Held
Sir Jonathon Band 10,116 --
Robert H. 97,392 4,647
Dickinson
Arnold W. Donald 20,166 --
Richard J. Glasier 22,414 --
Debra Kelly-Ennis -- 3,840
Modesto A. Maidique 22,414 --
Sir John Parker 22,263 --
Peter G. Ratcliffe 12,444 10,923
Stuart Subotnick 22,263 --
Laura Weil 22,543 500
Randall J. Weisenburger 34,763 --
This notification relates to disclosures made in accordance with 3.1.4(R)(1)(a)
of the Disclosure Rules and Transparency Rules.
Further details and a copy of the Forms 4, Statement of Changes in Beneficial
Ownership of Securities, to be filed by each director with the U.S. Securities
& Exchange Commission, can be found at the SEC web site, www.sec.gov, and the
Carnival Corporation & plc web site, www.carnivalcorp.com and
www.carnivalplc.com.
Executive Director Awards
The Compensation Committees of the Boards of Directors approved awards of
Performance RSUs to certain executive directors and PDMRs pursuant to the
Carnival Corporation 2011 Stock Plan (or, if applicable, the Carnival plc 2005
Employee Share Plan), including grants of the following target amounts of
Performance RSUs to the following executive directors and PDMRs:
Executive Title Performance
Director RSUs
Micky Chairman of the Boards of Directors and 28,008
Arison Chief Executive Officer
David Chief Executive Officer of Carnival UK 5,198
Dingle
Pier Luigi Chairman and Chief Executive Officer of 9,051
Foschi Costa CrociereS.p.A.
Howard S. Vice Chairman of the Boards of Directors 23,340
Frank and Chief Operating Officer
The awards to Messrs. Arison and Frank were made in respect of Carnival
Corporation common stock under the Carnival Corporation 2011 Stock Plan;
the awards to Messrs. Foschi and Dingle were made in respect of Carnival
plc shares under the Carnival plc 2005 Employee Share Plan.
Upon grant, Mr. Frank surrendered 3,403 restricted shares of Carnival
Corporation in satisfaction of U.S. withholding tax obligations.
Each RSU represents one share of Carnival Corporation common stock or one
share in Carnival plc, as applicable. Each holder of Performance RSUs may
earn from 0-200% of his target amount of Performance RSUs depending on the
extent of Carnival Corporation & plc's earnings per share growth over the
three-year performance period ending with fiscal 2014. Performance RSUs vest
at the end of the three-year performance period.
This notification relates to disclosures made in accordance with Rule 3.1.4(1)(a)
of the Disclosure Rules and Transparency Rules.
Annual General Meeting Results
All of the resolutions recommended by the Board of Directors were passed at the
annual general meetings. The shareholder proposal did not pass.
The results of the polls conducted at the annual general meetings will be
available shortly on the Carnival Corporation & plc web site,
www.carnivalcorp.com and www.carnivalplc.com.
SOURCE Carnival plc
Latest directors dealings
- 3 hours ago Johnson Matthey
- 4 hours ago Galliford Try
- 4 hours ago Galliford Try
- 4 hours ago Centrica
- 5 hours ago Smith & Nephew