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 25, 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) |
| 1-9610 | | 1-15136 |
| (Commission File Number) | | (Commission File Number) |
| 59-1562976 | | 98-0357772 |
| (I.R.S. Employer Identification No.) | | (I.R.S. Employer Identification No.) |
3655 N.W. 87th Avenue Miami, Florida 33178-2428 United States of America | | 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 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)) |
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 Depositary 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 registrant is an emerging growth company 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 company ¨
If an emerging growth company, indicate by check mark if the registrant has 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. ¨
| Co-Registrant CIK | 0001125259 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2022-04-25 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging growth company | false |
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.
Carnival Corporation and Carnival plc have announced senior executive transitions, described in greater detail in the attached press release included as Exhibit 99.1. Compensation for each person is still under consideration and will be reported once finalized.
The information set forth in Exhibit 99.1 is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated April 26, 2022
104 Exhibit 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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/ Enrique Miguez | | By: | /s/ Enrique Miguez |
| Name: | Enrique Miguez | | Name: | Enrique Miguez |
| Title: | General Counsel | | Title: | General Counsel |
| Date: | April 27, 2022 | | Date: | April 27, 2022 |
