Current Report Filing (8-k)
22 July 2017 - 6:10AM
Edgar (US Regulatory)
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) July 18, 2017
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Carnival Corporation
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Carnival plc
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its charter)
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Republic of Panama
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England and Wales
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(State or other jurisdiction
of incorporation)
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(State or other jurisdiction
of incorporation)
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001-9610
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001-15136
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(Commission
File Number)
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(Commission
File Number)
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59-1562976
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98-0357772
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(I.R.S. Employer
Identification No.)
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(I.R.S. Employer
Identification No.)
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3655 N.W. 87th Avenue
Miami, Florida 33178-2428
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Carnival House, 100 Harbour Parade,
Southampton SO15 1ST, United Kingdom
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(Address of principal executive offices)
(Zip code)
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(Address of principal executive offices)
(Zip code)
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(305)
599-2600
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011 44 23 8065 5000
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(Registrants telephone number, including area code)
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(Registrants telephone number, including area code)
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None
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None
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(Former name or former address, if changed since last report.)
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(Former name or former address, if changed since last report.)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Section 5 Corporate Governance and Management
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On July 18, 2017, Jason Glen Cahilly was appointed to the Carnival Corporation and Carnival plc boards of
directors. Mr. Cahilly will also serve on the Audit Committees of each of the boards of directors. Mr. Cahilly served as Chief Strategic and Financial Officer of the National Basketball Association from January 2013 to June 2017. Prior to
that, Mr. Cahilly was at Goldman Sachs & Co. for 12 years where he served as a partner and the global
co-head
of media and telecommunications in the investment banking division.
Mr. Cahilly will be entitled to the compensation we offer our other
non-executive
directors,
including annual retainers and equity compensation in the form of Carnival Corporation restricted stock or restricted stock units. For more information on the compensation of our directors, please refer to our disclosures under the heading
Director Compensation in our 2017 Annual Proxy Statement.
A copy of the press release announcing Mr. Cahillys
appointment is attached hereto as exhibit 99.1, and is hereby incorporated by reference.
Section 9
Financial Statements and
Exhibits
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Item 9.01
Financial Statements and Exhibits
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99.1
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Press release dated July 19, 2017
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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.
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Carnival Corporation
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Carnival plc
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By:
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/s/ Arnaldo Perez
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By:
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/s/ Arnaldo Perez
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Name:
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Arnaldo Perez
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Name:
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Arnaldo Perez
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Title:
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General Counsel & Secretary
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Title:
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General Counsel & Company Secretary
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Date:
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July 21, 2017
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Date:
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July 21, 2017
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