Royal Caribbean Cruises (RCL) 8-KDeparture of Directors or Certain Officers

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): June 2, 2022

Registrant's telephone number, including area code: 305-539-6000

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2022, the shareholders of Royal Caribbean Cruises, Ltd. (the “Company”) approved the adoption of the Amended and Restated 2008 Equity Incentive Plan (the “Amended Plan”), which had been approved by the Board of Directors subject to shareholder approval. The Amended Plan, among other things, increases the aggregate number of shares of the Company’s common stock available for grant by 9,500,000 shares and extends the term of the Amended Plan through April 11, 2032.

A more detailed summary of the Amended Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022 (the “Proxy Statement”). The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, held June 2, 2022, the Company’s shareholders voted on the following four proposals and cast their votes as described below.

Proposal 1 – Election of Directors

Each of the fourteen nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.

Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers

The compensation of our named executive officers was approved on an advisory basis, having received the affirmative vote of a majority of the votes cast.

Proposal 3 – Ratification of the Auditors

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, having received the affirmative vote of a majority of the votes cast.

Proposal 4 – Approval of the Amended and Restated 2008 Equity Incentive Plan

The Amended and Restated 2008 Equity Incentive Plan was approved, having received the affirmative vote of a majority of the votes cast.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit 10.1 – Amended and Restated 2008 Equity Incentive Plan

Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.