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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-00595 |
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Washington, D.C. 20549 |
Expires: February 28, 2006 |
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SCHEDULE 14A |
Estimated average burden hours per response......... 12.75 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
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2. | Aggregate number of securities to which transaction applies: | |
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3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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4. | Proposed maximum aggregate value of transaction: | |
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5. | Total fee paid: | |
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SEC 1913 (03-04) Persons who are to respond to the Collection of information contained in this form are not required to respond unless the form displays a currently valid OMB cotrol number. |
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o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
NOTICE OF
ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS |
1 | |||||
NOTICE OF
ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS |
3 | |||||
QUESTIONS AND
ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS |
8 | |||||
QUESTIONS
SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION |
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QUESTIONS
SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC |
15 | |||||
STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
17 | |||||
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
23 | |||||
PROPOSAL 1
(RESOLUTIONS 1-14) RE-ELECTION OF DIRECTORS |
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PROPOSALS 2
& 3 (RESOLUTIONS 15 & 16) RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED
CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION |
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PROPOSAL 4
(RESOLUTION 17) RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC |
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PROPOSAL 5
(RESOLUTION 18) APPROVAL OF DIRECTORS REMUNERATION REPORT |
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PROPOSALS 6
& 7 (RESOLUTIONS 19 & 20) APPROVAL OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC |
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PROPOSAL 8
(RESOLUTION 21) |
27 | |||||
BOARD
STRUCTURE AND COMMITTEE MEETINGS |
29 | |||||
DIRECTOR
COMPENSATION AND STOCK OWNERSHIP GUIDELINES |
32 | |||||
EXECUTIVE
COMPENSATION |
34 | |||||
EQUITY
COMPENSATION PLANS |
40 | |||||
DEFINED
BENEFIT AND OTHER PLANS |
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REPORT OF THE
COMPENSATION COMMITTEES |
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STOCK
PERFORMANCE GRAPHS |
45 | |||||
INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM |
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REPORT OF THE
AUDIT COMMITTEES |
48 | |||||
TRANSACTIONS
OF MANAGEMENT AND DIRECTORS |
49 |
Annex
A |
Carnival plc Directors Report and UK GAAP Summary Financial Information |
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Annex
B |
Carnival plc Directors Remuneration Report |
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Annex
C |
Carnival plc Corporate Governance Report |
DATE |
Thursday, April 20, 2006 |
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TIME |
10:00 a.m. (Miami time), being 3:00 p.m. (UK time) The Carnival Corporation annual meeting will start directly following the annual general meeting of Carnival plc. |
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PLACE |
The
Biltmore Hotel 1200 Anastasia Avenue Coral Gables, Florida 33134 United States of America |
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WEBCAST |
www.carnivalcorp.com or www.carnivalplc.com |
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ITEMS OF
BUSINESS |
1. To re-elect 14 directors to the boards of each of
Carnival Corporation and Carnival plc; |
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2. To re-appoint the independent auditors for Carnival
plc and to ratify the selection of the independent registered certified
public accounting firm for Carnival Corporation; |
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3. To authorize the Audit Committee of Carnival plc
to agree the remuneration of the independent auditors; |
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4. To receive the UK accounts and reports for Carnival
plc for the financial year ended November 30, 2005 (in accordance with
legal requirements applicable to UK companies); |
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5. To approve the directors remuneration report
of Carnival plc (in accordance with legal requirements applicable to UK
companies); |
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6. To approve limits on the authority to allot shares
by Carnival plc (in accordance with customary practice for UK companies); |
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7. To approve the disapplication of pre-emption rights
for Carnival plc shares (in accordance with customary practice for UK
companies); |
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8. To approve a general authority for Carnival plc to
buy back Carnival plc ordinary shares in the open market (in accordance
with legal requirements applicable to UK companies desiring to implement
share buy back programs); and |
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9. To transact such other business as may properly come
before the meeting. |
RECORD
DATE |
You
are entitled to vote your Carnival Corporation shares if you were a shareholder at the close of business on February 21, 2006. |
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MEETING
ADMISSION |
Attendance at the meeting is limited to shareholders. Each Carnival Corporation shareholder may be asked to present valid picture
identification, such as a drivers license or passport. Shareholders holding shares in brokerage accounts (under a street name) will
need to bring a copy of a brokerage statement reflecting share ownership as of the record date. |
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VOTING BY
PROXY |
Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. For specific
instructions, please refer to the Questions and Answers beginning on page 8 of this proxy statement and the instructions on your proxy
card. |
A proxy statement and proxy card are enclosed. All Carnival
Corporation shareholders are urged to follow the instructions attached to the proxy card and complete, sign, date and mail the proxy card promptly. The
enclosed envelope for return of the proxy card requires no postage. Any shareholder attending the meeting in Coral Gables, Florida may personally vote
on all matters that are considered, in which event the signed proxy will be revoked. This proxy statement and accompanying proxy card are being distributed on or about March 10, 2006. |
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Resolutions 1 through 19 will be proposed as ordinary resolutions. For ordinary resolutions, the required majority is more than 50% of the combined votes cast at this meeting and Carnival Corporations annual meeting. |
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Resolution 20 and 21 will be proposed as special resolutions. For special resolutions, the required majority is not less than 75% of the combined votes cast at this meeting and Carnival Corporations annual meeting. |
1. |
To re-elect Micky Arison as a director of Carnival Corporation and as a director of Carnival plc. |
2. |
To re-elect Ambassador Richard G. Capen, Jr. as a director of Carnival Corporation and as a director of Carnival plc. |
3. |
To re-elect Robert H. Dickinson as a director of Carnival Corporation and as a director of Carnival plc. |
4. |
To re-elect Arnold W. Donald as a director of Carnival Corporation and as a director of Carnival plc. |
5. |
To re-elect Pier Luigi Foschi as a director of Carnival Corporation and as a director of Carnival plc. |
6. |
To re-elect Howard S. Frank as a director of Carnival Corporation and as a director of Carnival plc. |
7. |
To re-elect Richard J. Glasier as a director of Carnival Corporation and as a director of Carnival plc. |
8. |
To re-elect Baroness Hogg as a director of Carnival Corporation and as a director of Carnival plc. |
9. |
To re-elect A. Kirk Lanterman as a director of Carnival Corporation and as a director of Carnival plc. |
10. |
To re-elect Modesto A. Maidique as a director of Carnival Corporation and as a director of Carnival plc. |
11. |
To re-elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc. |
12. |
To re-elect Peter G. Ratcliffe as a director of Carnival Corporation and as a director of Carnival plc. |
13. |
To re-elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc. |
14. |
To re-elect Uzi Zucker as a director of Carnival Corporation and as a director of Carnival plc. |
15. |
To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc for the period commencing upon the conclusion of the meeting until the conclusion of the next general meeting at which the accounts of Carnival plc are laid and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation for the period commencing upon the conclusion of the meeting until the conclusion of the next annual meeting of Carnival Corporation after the date on which this resolution is passed. |
16. |
To authorize the Audit Committee of the board of directors of Carnival plc to agree the remuneration of the independent auditors. |
17. |
To receive the UK accounts and the reports of the directors and auditors of Carnival plc for the financial year ended November 30, 2005. |
18. |
To approve the directors remuneration report of Carnival plc as set out in the annual report for the financial year ended November 30, 2005. |
19. |
THAT the authority and power conferred on the directors by Article 30 of Carnival plcs articles of association be renewed for a period commencing at the end of the meeting and expiring at the end of the next annual general meeting of Carnival plc after the date on which this resolution is passed and for that period the Section 80 amount shall be $21,977,399. |
20. |
THAT subject to passing ordinary resolution 19 set out in the notice, the power conferred on the directors by Article 31 of Carnival plcs articles of association be renewed for a period commencing at the end of the meeting and expiring at the end of the next annual general meeting of Carnival plc after the date on which this resolution is passed and for that period the Section 89 amount shall be $17,651,130. |
21. |
THAT Carnival plc be and is generally and unconditionally authorized to make market purchases (within the meaning of Section 163(3) of the UK Companies Act 1985 (the Companies Act)) of ordinary shares of $1.66 each in the capital of Carnival plc provided that: |
(i) |
the maximum number of ordinary shares authorized to be acquired is 10,633,211; |
(ii) |
the minimum price (exclusive of expenses) which may be paid for an ordinary share is $1.66; |
(iii) |
the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to 105% of the average middle market quotation for an ordinary share, as derived from the London Stock Exchange (LSE) Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and |
(iv) |
this authority shall expire on the earlier of (i) the conclusion of the annual general meeting of Carnival plc to be held in 2007 and (ii) 18 months from the date of this resolution (except in relation to the purchase of ordinary shares, the contract of which was entered into before the expiry of such authority). |
By Order of the
Board Arnaldo Perez Company Secretary February 21, 2006 |
Registered Office: Carnival House 5 Gainsford Street London SE1 2NE United Kingdom |
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Registered Number 4039524 |
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by attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by corporate representatives; or |
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by appointing a proxy to attend and vote on their behalf, using the proxy form enclosed with this notice of annual general meeting. |
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the register of interests of directors in the share capital of Carnival plc; and |
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copies of all service agreements (including letters of appointment) between each director and Carnival plc. |
Q: |
Why am I receiving these materials? |
A: |
The board of directors of each of Carnival Corporation and Carnival plc (together, Carnival Corporation & plc, we or us) is providing these proxy materials to you in connection with our joint annual meetings of shareholders on Thursday, April 20 2006. The annual meetings will be held at The Biltmore Hotel, 1200 Anastasia Avenue, Coral Gables, Florida, United States of America. The meetings will commence at 10:00 a.m. (Miami time), and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa. For our UK shareholders, we will be hosting a live audio broadcast of the annual meeting at P&O Cruises headquarters located at Richmond House, Terminus Terrace, Southampton, Hampshire, United Kingdom. Shareholders in Southampton will be able to submit questions to the directors in Florida, but will not be able to vote at that meeting. |
Q: |
What information is contained in these materials? |
A: |
The information included in this proxy statement relates to the proposals to be voted on at the meetings, the voting process, the compensation of directors and our most highly paid executive officers and certain other information required by U.S. Securities and Exchange Commission rules applicable to both companies. We have attached as Annexes A, B and C to this proxy statement information that Carnival plc is required to provide to its shareholders under applicable UK rules. |
Q: |
What proposals will be voted on at each of the meetings? |
A: |
The proposals to be voted on at each of the meetings are set out in the notices of meetings starting on pages 1 and 3 of this proxy statement. |
Q: |
What is the voting recommendation of the boards of directors? |
A: |
Your boards of directors recommend that you vote FOR all of the proposals described in this proxy statement. |
Q: |
How does the DLC structure affect my voting rights? |
A: |
On most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. These matters are called joint electorate actions. Combined voting is accomplished through the special voting shares that have been issued by each company. Certain matters specified in the organizational documents of Carnival Corporation and Carnival plc where the interests of the two shareholder bodies may diverge are called class rights actions. These class rights actions are voted on separately by the shareholders of each company. If either group of shareholders does not approve a class rights action, that action generally cannot be taken by either company. All of the proposals to be voted on at these annual meetings are joint electorate actions, and there are no class rights actions. |
Q: |
Generally, what actions are joint electorate actions? |
A: |
Any resolution to approve an action other than a class rights action or a procedural resolution (described below) is designated as a joint electorate action. The actions designated as joint electorate actions include: |
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the appointment, removal or re-election of any director of either or both companies; |
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if required by law, the receipt or adoption of the annual accounts of both companies; |
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the appointment or removal of the independent auditors of either company; |
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a change of name by either or both companies; or |
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the implementation of a mandatory exchange of Carnival plc shares for Carnival Corporation shares based on a change in tax laws, rules or regulations. |
Q: |
How are joint electorate actions voted on? |
A: |
Joint electorate actions are voted on as follows: |
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Carnival plc shareholders vote at the annual general meeting of Carnival plc (whether in person or by proxy). Voting is on a poll (or ballot) which remains open for sufficient time to allow the vote at the Carnival Corporation meeting to be held and reflected in the Carnival plc meeting through the mechanism of the special voting share. An equivalent vote is cast at the subsequent Carnival Corporation meeting on each of the corresponding resolutions through a special voting share issued by Carnival Corporation; and |
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Carnival Corporation shareholders vote at the Carnival Corporation annual meeting (whether in person or by proxy). Voting is by ballot (or on a poll) which remains open for sufficient time to allow the vote at the Carnival plc meeting to be held and reflected in the Carnival Corporation meeting through the mechanism of the special voting share. An equivalent vote is cast on the corresponding resolutions at the Carnival plc meeting through a special voting share issued by Carnival plc. |
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a simple majority of the votes cast in the case of an ordinary resolution (or not less than 75% of the votes cast in the case of a special resolution if required by applicable law and regulations or Carnival plcs articles) by the holders of Carnival plcs shares and the holder of the Carnival plc special voting share as a single class at a meeting at which a quorum was present and acting; |
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a simple majority of the votes cast (or other majority if required by applicable law and regulations or the Carnival Corporation articles and by-laws) by the holders of Carnival Corporation shares and the holder of the Carnival Corporation special voting share, voting as a single class at a meeting which a quorum was present and acting; and |
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a minimum of one-third of the total votes available to be voted by the combined shareholders must be cast on each resolution for it to be effective. Formal abstentions (or votes withheld) by a shareholder on a resolution will be counted as having been cast for this purpose. |
Q: |
How are the directors of each company re-elected? |
A: |
Resolutions relating to the re-election of directors are considered as joint electorate actions. No person may be a member of the board of directors of Carnival Corporation or Carnival plc without also being a member of the board of directors of the other company. There are 14 nominees for re-election to the board of directors of each company this year. Each nominee currently serves as a director of Carnival Corporation and Carnival plc. All directors are to be re-elected to serve until the next annual meetings and until their successors are elected. |
Q: |
What votes are required to elect directors or approve the other proposals? |
A: |
Carnival Corporation Proposals 7 and 8 (being Carnival plc Resolutions 20 and 21) are required to be approved by 75% of the combined votes cast at both meetings. |
Q: |
Generally, what are procedural resolutions? |
A: |
Procedural resolutions are resolutions of a procedural or technical nature that do not adversely affect the shareholders of the other company in any material respect and are put to the shareholders at a meeting. The special voting shares do not represent any votes on procedural resolutions. The chairman of each of the meetings will determine whether a resolution is a procedural resolution. |
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that certain people be allowed to attend or be excluded from attending the meeting; |
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that discussion be closed and the question put to the vote (provided no amendments have been raised); |
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that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting); |
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to proceed with matters in an order other than that set out in the notice of the meeting; |
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to adjourn the debate (for example, to a subsequent meeting); and |
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to adjourn the meeting. |
Q: |
Where can I find the voting results of the meeting? |
A: |
The voting results will be announced to the media and the relevant stock exchanges and posted on our website at www.carnivalcorp.com and www.carnivalplc.com, after both shareholder meetings have closed. The results will also be published in our quarterly report on Form 10-Q for the second quarter of fiscal 2006 ending May 31, 2006. |
Q: |
What is the quorum requirement for the meetings? |
A: |
The quorum requirement for holding the meetings and transacting business at the meetings is one-third of the total votes of all shareholders of both companies entitled to be voted. Shareholders may be present in person (or by attorney) or represented by proxy at the meetings. |
Q: |
How is the quorum determined? |
A: |
For purposes of determining a quorum with respect to joint electorate actions, the special voting shares have the maximum number of votes attached to them as were cast on such joint electorate actions, either for, against or abstained, at the parallel shareholder meeting of the other company, and such maximum number of votes (including abstentions) constitutes shares entitled to vote and present for purposes of determining whether a quorum exists at such meeting. |
Q: |
Is my vote confidential? |
A: |
Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote or (3) to facilitate a successful proxy solicitation by our boards of directors. Occasionally, shareholders provide written |
comments on their proxy card which are then forwarded to management. |
Q: |
Who will bear the cost of soliciting votes for the meetings? |
A: |
We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes for the meetings. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders. |
Q: |
Can I view the proxy materials electronically? |
A: |
This proxy statement will be posted on our website at www.carnivalcorp.com or www.carnivalplc.com. We encourage you to take advantage of the convenience of accessing these materials through the internet as it is simple and fast to use, saves time and money, and is environmentally friendly. |
Q: |
What reports are filed by Carnival Corporation and Carnival plc with the U.S. Securities and Exchange Commission and how can I obtain copies? |
A: |
We file joint annual reports on Form 10-K, joint quarterly reports on Form 10-Q and joint current reports on Form 8-K with the U.S. Securities and Exchange Commission. Copies of the Carnival Corporation & plc joint annual report on Form 10-K for the year ended November 30, 2005 (not including documents incorporated by reference), as well as any joint quarterly reports on Form 10-Q or joint current reports on Form 8-K, as filed with the U.S. Securities and Exchange Commission can be viewed or obtained without charge through the U.S. Securities and Exchange Commissions website at www.sec.gov (under Carnival Corporation or Carnival plc) or at www.carnivalcorp.com or www.carnivalplc.com. Copies will also be provided to shareholders without charge upon written request to Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 or Carnival plc, Carnival House, 5 Gainsford Street, London SE1 2NE, United Kingdom. We encourage you to take advantage of the convenience of accessing these materials through the internet as it is simple and fast to use, saves time and money, and is environmentally friendly. |
Q: |
May I propose actions for consideration at next years annual meetings? |
A: |
Carnival Corporation shareholders and Carnival plc shareholders (to the extent permitted under Carnival plcs governing documents and UK law) may submit proposals for consideration at future shareholder meetings, including director nominations. In order for shareholder proposals to be considered for inclusion in our proxy statement for next years annual meetings, the written proposals must be received by our Secretary no later than November 10, 2006. Such proposals also will need to comply with U.S. Securities and Exchange Commission regulations and UK corporate law requirements regarding the inclusion of shareholder proposals in company sponsored proxy materials. Any proposal of shareholders to be considered at next years meetings, but not included in our proxy statement, must be submitted in writing by January 24, 2007. |
Q: |
May I nominate individuals to serve as directors? |
A: |
You may propose director candidates for consideration by our boards Nominating & Governance Committee. In order to have a nominee considered by the Nominating & Governance Committee for election at the 2007 annual meetings you must submit your recommendation in writing to the attention of our Secretary at our headquarters not later than November 10, 2006. Any such recommendation must include: |
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the name and address of the candidate; |
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a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the factors referred to below in Board Structure and Committee MeetingsNominations of Directors; and |
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the candidates signed consent to serve as a director if elected and to be named in the proxy statement. |
Q: |
What Carnival Corporation shares owned by me can be voted? |
A: |
All Carnival Corporation shares owned by you as of February 21, 2006, the record date, may be voted by you. These shares include those (1) held directly in your name as the shareholder of record, including shares purchased through Carnival Corporations Dividend Reinvestment Plan and its Employee Stock Purchase Plan and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. |
Q: |
Will I be asked to vote at the Carnival plc annual meeting? |
A: |
No. Your vote at the Carnival Corporation annual meeting, for purposes of determining the outcome of combined voting, is automatically reflected as appropriate at the parallel annual meeting of Carnival plc through the mechanism of the special voting share issued by Carnival plc. |
Q: |
What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
A: |
Most of the shareholders of Carnival Corporation hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. |
Q: |
How can I vote my Carnival Corporation shares in person at the meeting? |
A: |
Shares held directly in your name as the shareholder of record may be voted in person at the annual meeting in Florida. If you choose to do so, please bring the enclosed proxy card or proof of identification. |
Q: |
How can I vote my Carnival Corporation shares without attending the meeting? |
A: |
Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. For shareholders of record, you may do this by signing your proxy card and mailing it in the enclosed envelope. If you provided specific voting instructions, your shares will be voted as you instruct. If you sign but do not provide instructions, your shares will be voted as described below in |
Q: |
Can I change my vote? |
A: |
You may change your proxy instruction at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares owned beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee. |
Q: |
What does it mean if I receive more than one proxy or voting instruction card? |
A: |
It means your shares are registered differently or are in more than one account. Please provide voting instructions on each proxy or voting card you receive and mail each, as directed. |
Q: |
Who can attend the Carnival Corporation meeting? |
A: |
All Carnival Corporation shareholders of record as of February 21, 2006, or their duly appointed proxies, may attend and vote at the meeting. Each shareholder may be asked to present valid picture identification, such as a drivers license or passport. |
Q: |
What class of shares are entitled to be voted at the Carnival Corporation meeting? |
A: |
Carnival Corporation has only one class of common stock outstanding. Each share of Carnival Corporation common stock outstanding as of the close of business on February 21, 2006, the record date, is entitled to one vote at the annual meeting. As of January 31, 2006, Carnival Corporation had 638,462,631 shares of common stock issued and outstanding. The trust shares of beneficial interest in the P&O Princess Special Voting Trust that are paired with your shares of common stock do not give you separate voting rights. |
Q: |
How are votes counted? |
A: |
In the election of directors, you may vote FOR all of the nominees or you may WITHHOLD your vote with respect to one or more of the nominees. In the election of directors, a vote withheld on the Carnival Corporation proxy card has the same effect as a vote against the indicated nominee or nominees. You may vote FOR, AGAINST or ABSTAIN for each of the other proposals. If you ABSTAIN, it has no effect on the outcome of the votes, although abstentions will be counted for purposes of determining if a quorum is present for joint electorate actions. If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the boards of directors. |
Q: |
What happens if additional proposals are presented at the meeting? |
A: |
Other than the proposals described in this proxy statement, Carnival Corporation does not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, Micky Arison, Carnival Corporations Chairman of the Board and Chief Executive Officer, and Arnaldo Perez, Carnival Corporations Senior Vice President, General Counsel and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen |
reason any of our nominees is unable to accept nomination or election (which is not anticipated), the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the boards of directors. |
Q: |
Who will count the vote? |
A: |
A representative of SunTrust Bank, our transfer agent, will tabulate the votes and act as the inspector of elections. |
Q: |
Who is entitled to attend and vote at the annual general meeting of Carnival plc? |
A: |
If you are a Carnival plc shareholder registered in the register of members of Carnival plc at 11:00 p.m. (UK time) on April 18, 2006, you will be entitled to attend in person and vote at the annual general meeting to be held in Coral Gables, Florida in respect of the number of Carnival plc shares registered in your name at that time. You may also appoint one or more proxies to attend and (on a poll) vote instead of you. If you are a corporation you may appoint a corporate representative to represent you and vote your shareholding in Carnival plc at the annual general meeting to be held in Coral Gables, Florida. For further details regarding appointing a proxy or corporate representative please see below. |
Q: |
Will I be asked to vote at the Carnival Corporation annual meeting? |
A: |
No. Your vote at the Carnival plc annual general meeting, for purposes of determining the outcome of combined voting, will automatically be reflected as appropriate at the parallel annual meeting of Carnival Corporation through the mechanism of a special voting share issued by Carnival Corporation. |
Q: |
How do I vote my Carnival plc shares without attending the annual general meeting? |
A: |
You may vote your Carnival plc shares at the annual general meeting by completing and signing the enclosed form of proxy in accordance with the instructions set out on the form and returning it as soon as possible, but in any event so as to be received by Carnival plcs registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6AN, by not later than 3:00 p.m. (UK time) on April 18, 2006. Alternatively, a proxy vote may be submitted via the internet in accordance with the instructions set out in the proxy form. It is also possible to appoint a proxy via the CREST system, please see the Carnival plc Notice of Annual General Meeting for further details. Voting by proxy does not preclude you from attending the annual general meeting and voting in person should you wish to do so. |
Q: |
Can I change my vote given by proxy or by my corporate representative? |
A: |
Yes, in certain circumstances. You may change your proxy vote by either completing, signing and dating a new form of proxy in accordance with its instructions and returning it to Carnival plcs registrars by no later than 3:00 p.m. (UK time) on April 18, 2006, or by attending and voting in person at the annual general meeting. If you do not attend and vote in person at the annual general meeting and wish to revoke the appointment of your proxy or corporate representative you must do so by delivering a notice of such revocation to Carnival plcs registrars at least three hours before the start of the annual general meeting. |
Q: |
What class of shares are entitled to be voted at the Carnival plc meeting? |
A: |
Carnival plc has only one class of ordinary shares in issue. Each Carnival plc ordinary share in issue as of the close of business on April 18, 2006, is (on a poll) entitled to one vote at the annual general meeting. |
Q: |
How are votes counted? |
A: |
You may vote FOR, AGAINST or WITHHOLD your vote for each of the resolutions. If you WITHHOLD, it has no effect on the outcome of the votes, although withheld votes will be counted for purposes of determining if a quorum is present for joint electorate actions. |
Name and Address of Beneficial Owners or Identity of Group(1) |
Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares* |
Percent of Carnival Corporation Common Stock |
Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares |
Percent of Carnival plc Ordinary Shares |
Percent of Combined Voting Power** |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Micky
Arison |
188,054,943 | (2)(3)(4) | 29.4 | % | 0 | 0 | 23.2 | % | ||||||||||||||
Shari
Arison c/o SAFO LLC 10800 Biscayne Boulevard Miami, FL 33161 |
5,103,90 | (2)(3)(5) | *** | 0 | 0 | *** | ||||||||||||||||
MA 1994 B
Shares, L.P. |
106,114,284 | (2)(6) | 16.6 | % | 0 | 0 | 13.1 | % | ||||||||||||||
MA 1994 B
Shares, Inc. |
106,114,284 | (2)(6) | 16.6 | % | 0 | 0 | 13.1 | % | ||||||||||||||
Nickel 1994
B Trust |
106,114,284 | (2)(6) | 16.6 | % | 0 | 0 | 13.1 | % | ||||||||||||||
MA 1997
Holdings, L.P. |
2,659,265 | (2)(7) | *** | 0 | 0 | *** | ||||||||||||||||
MA 1997
Holdings, Inc. |
2,659,265 | (2)(7) | *** | 0 | 0 | *** | ||||||||||||||||
Nickel 2003
Revocable Trust |
2,659,265 | (2)(7) | *** | 0 | 0 | *** | ||||||||||||||||
Artsfare 1992
Irrevocable Trust c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 |
2,571,428 | (2)(8)(13) | *** | 0 | 0 | *** |
Name and Address of Beneficial Owners or Identity of Group(1) |
Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares* |
Percent of Carnival Corporation Common Stock |
Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares |
Percent of Carnival plc Ordinary Shares |
Percent of Combined Voting Power** | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Artsfare 2005
Trust No. 2 c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 |
38,574,402 | (2)(8)(13) | 6.0 | % | 0 | 0 | 4.8 | % | ||||||||||||||
Eternity One
Trust 500 Stanton Christiana Road Newark, DE 19713 |
5,102,708 | (2)(9) | *** | 0 | 0 | *** | ||||||||||||||||
JPMorgan
Trust Company of Delaware |
8,861,718 | (2)(9) | 1.4 | % | 0 | 0 | 1.1 | % | ||||||||||||||
JMD-LMA
Protector, Inc. |
41,145,830 | (2)(8) | 6.4 | % | 0 | 0 | 5.1 | % | ||||||||||||||
Nickel 2003
GRAT |
3,622,922 | (2) | *** | 0 | 0 | *** | ||||||||||||||||
Nickel
Continued Irrevocable Trust |
2,124,560 | (2) | *** | 0 | 0 | *** | ||||||||||||||||
Eternity Two
Trust |
3,759,010 | (2)(3)(9)(14) | *** | 0 | 0 | *** | ||||||||||||||||
Jafasa
Continued Irrevocable Trust |
1,759,010 | (2)(3) | *** | 0 | 0 | *** | ||||||||||||||||
MBA I,
L.P. |
1,432,440 | (2)(3)(10) | *** | 0 | 0 | *** | ||||||||||||||||
Artsfare 2003
Trust |
1,432,440 | (2)(3)(10) | *** | 0 | 0 | *** | ||||||||||||||||
TAMMS
Investment Company, Limited Partnership |
3,653,168 | (2)(3) | *** | 0 | 0 | *** | ||||||||||||||||
TAMMS
Management Corporation |
3,653,168 | (2)(3) | *** | 0 | 0 | *** | ||||||||||||||||
James M.
Dubin c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 |
115,632,297 | (2)(3)(11) | 18.1 | % | 0 | 0 | 14.3 | % | ||||||||||||||
John J.
ONeil c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 |
65,546,535 | (2)(3)(12)(14) | 10.3 | % | 0 | 0 | 8.1 | % | ||||||||||||||
SunTrust
Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 |
41,145,830 | (2)(13) | 6.4 | % | 0 | 0 | 5.1 | % | ||||||||||||||
JMD Delaware,
Inc. |
7,506,492 | (2)(6) | 1.2 | % | 0 | 0 | *** | |||||||||||||||
Knight
Protector, Inc. |
65,546,535 | (2)(3)(14) | 10.3 | % | 0 | 0 | 8.1 | % | ||||||||||||||
Citigroup
Inc. 399 Park Avenue New York, NY 10043 |
64,132,382 | (15) | 10.0 | % | 0 | 0 | 7.9 | % |
Name and Address of Beneficial Owners or Identity of Group(1) |
Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares* |
Percent of Carnival Corporation Common Stock |
Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares |
Percent of Carnival plc Ordinary Shares |
Percent of Combined Voting Power** | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Citigroup
Institutional Trust Company 824 Market Street Wilmington, DE 19801 |
61,813,925 | (15) | 9.7 | % | 0 | 0 | 7.6 | % | ||||||||||||||
Robert H.
Dickinson |
632,000 | (16) | *** | 0 | 0 | *** | ||||||||||||||||
Pier Luigi
Foschi c/o Costa Crociere S.p.A. Via XII Ottobre, 2 16121 Genoa Italy |
0 | *** | 100,000 | (17) | *** | *** | ||||||||||||||||
Howard S.
Frank |
569,737 | (18) | *** | 0 | 0 | *** | ||||||||||||||||
Peter G.
Ratcliffe c/o Princess Cruise Lines 24305 Town Center Drive Santa Clarita, CA 91355 |
27,974 | (19) | *** | 26,608 | (20) | *** | *** | |||||||||||||||
Ambassador
Richard G. Capen, Jr. 6077 San Elijo Rancho Santa Fe, CA 92067 |
45,402 | (21) | *** | 0 | 0 | *** | ||||||||||||||||
Arnold W.
Donald c/o Merisant Company 1 North Brentwood Blvd., Suite 510 Clayton, MO 63105 |
20,650 | (22) | *** | 0 | 0 | *** | ||||||||||||||||
Richard J.
Glasier 122 Crystal Canyon Drive Carbondale, CO 81623 |
5,000 | (23) | *** | 0 | 0 | *** | ||||||||||||||||
Baroness
Hogg c/o 3i Group plc 91 Waterloo Road London SE1 8XP United Kingdom |
2,500 | *** | 1,874 | *** | *** | |||||||||||||||||
A. Kirk
Lanterman c/o Holland America Line Inc. 300 Elliott Avenue West Seattle, WA 98119 |
166,716 | (24) | *** | 0 | 0 | *** | ||||||||||||||||
Modesto A.
Maidique c/o Florida International University Office of the President University Park Campus 107th Avenue and S.W. 8th Street Miami, FL 33199 |
31,600 | (25) | *** | 0 | 0 | *** |
Name and Address of Beneficial Owners or Identity of Group(1) |
Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares* |
Percent of Carnival Corporation Common Stock |
Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares |
Percent of Carnival plc Ordinary Shares |
Percent of Combined Voting Power** | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sir John
Parker c/o National Grid plc 1-3 Strand London WC2N 5EH United Kingdom |
2,500 | *** | 5,004 | (26) | *** | *** | ||||||||||||||||
Stuart
Subotnick c/o Metromedia Company 810 7th Avenue, 29th Floor New York, NY 10019 |
21,100 | (27) | *** | 0 | 0 | *** | ||||||||||||||||
Uzi
Zucker 870 5th Avenue New York, NY 10021 |
66,800 | (28) | *** | 0 | 0 | *** | ||||||||||||||||
Capital
Research and Management Company 333 South Hope Street Los Angeles, CA 90071 |
57,332,700 | (29) | 9.0 | % | 0 | 0 | 7.1 | % | ||||||||||||||
The Capital
Group Companies, Inc. and their affiliates 333 South Hope Street Los Angeles, CA 90071 |
0 | 0 | 8,669,178 | (30) | 5.1 | % | 1.1 | % | ||||||||||||||
FMR Corp. and
Fidelity International Limited and their direct and indirect subsidiaries 82 Devonshire Street Boston, MA 02109 |
0 | 0 | 9,286,349 | (30) | 5.4 | % | 1.1 | % | ||||||||||||||
Legal &
General Group plc and/or its subsidiaries Temple Court 11 Queen Victoria Street London EC4N 4SB United Kingdom |
0 | 0 | 8,545,069 | (30) | 5.0 | % | 1.1 | % | ||||||||||||||
All directors
and executive officers as a group (22 persons) |
190,115,930 | (31) | 29.8 | % | 154,022 | (32) | *** | 23.5 | % |
* |
As part of the establishment of the DLC structure, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the Trust), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of common stock of Carnival Corporation. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC structure, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange (NYSE) under the ticker symbol CCL. Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares. |
** |
As a result of the DLC structure, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company. |
*** |
Less than one percent. |
(1) |
The address of each natural person named, unless otherwise noted, is 3655 N.W. 87 Avenue, Miami, Florida 33178-2428. The address of all other entities, unless otherwise noted, is 1201 North Market Street, Wilmington, Delaware 19899. |
(2) |
The Principal Shareholders and others have filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. |
(3) |
TAMMS Investment Company Limited Partnership (TAMMS) owns 3,653,168 shares of common stock. TAMMS general partner is TAMMS Management Corporation (TAMMS Corp.), which is wholly-owned by MBA I, L.P. (MBA I). TAMMS limited partners are various trusts established for the benefit of certain members of Mr. Arisons family (the Family Trusts). By virtue of the limited partnership agreement of TAMMS, TAMMS Corp. may also be deemed to beneficially own such 3,653,168 shares of common stock. By virtue of its interest in TAMMS, JMD Delaware, Inc. and JPMorgan Trust Company of Delaware as trustees of certain of the Family Trusts, may be deemed to beneficially own the portion of the 3,653,168 shares of common stock held by TAMMS which corresponds to their partnership interest in TAMMS. Such amounts are included in the number of shares set forth next to its name in the table above. Because of authority granted under the trust instrument for the Artsfare 2003 Trust, Mr. Arison may be deemed to beneficially own the 1,032,440 shares held by the Artsfare 2003 Trust by virtue of the limited partnership interest of MBA I in TAMMS. |
(4) |
Includes (i) 840,000 Vested Options, (ii) 2,659,265 shares of common stock held by the MA 1997 Holdings, L.P., (iii) 106,114,284 shares of common stock held by the MA 1994 B Shares, L.P., (iv) 73,386,032 shares of common stock held by the Artsfare 1992 Irrevocable Trust, Artsfare 2005 Trust No. 2, Eternity Four Trust and the Nickel 1997 Irrevocable Trust by virtue of the authority granted to Mr. Arison under the last will of Ted Arison and (v) 1,432,440 shares of common stock held by the Artsfare 2003 Trust by virtue of authority granted under the trust instrument all of which may be deemed to be beneficially owned by Mr. Arison. |
(5) |
Under the terms governing the Eternity One Trust, Shari Arison has the sole right to vote and shares the right to direct the sale of the 4,000,000 shares of common stock held directly by such trust and the 1,102,708 shares of common stock held by TAMMS which corresponds to such trusts respective ownership interest in TAMMS. In addition, the shares described above include 1,200 shares of common stock owned by Shari Arisons children. Shari Arison disclaims beneficial ownership of the shares owned by her children. |
(6) |
MA 1994 B Shares, L.P. (MA 1994, L.P.) owns 106,114,284 shares of common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (MA 1994, Inc.), which is wholly-owned by the Nickel 1994 B Trust, a trust established for the benefit of Mr. Arison and his heirs (the B Trust). The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 106,114,284 shares of common stock. By virtue of Mr. Arisons interest in the B Trust and the B Trusts interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 106,114,284 shares of common stock. The trustee of the B Trust is JMD Delaware, Inc., a corporation wholly-owned by James M. Dubin. |
(7) |
MA 1997 Holdings, L.P. (MA 1997, L.P.) owns 2,599,265 shares of common stock. The general partner of MA 1997, L.P. is MA 1997 Holdings, Inc. (MA 1997, Inc.), which is wholly-owned by the Nickel 2003 Revocable Trust, a trust established for the benefit of Mr. Arison and his heirs (the Nickel 2003 Trust). The sole limited partner of MA 1997, L.P. is the Nickel 2003 Trust. By virtue of the limited partnership agreement of MA 1997, L.P., MA 1997, Inc. may be deemed to beneficially own all of such 2,599,265 shares of common stock. By virtue of Nickel 2003 Trusts interest in MA 1997, L.P., the Nickel 2003 Trust may be deemed to beneficially own all such 2,599,265 shares of common stock. Under the terms of the instrument governing the Nickel 2003 Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the Nickel 2003 Trust. The trustee of the Nickel 2003 Trust is JMD Delaware, Inc., a corporation wholly-owned by James M. Dubin. |
(8) |
JMD-LMA Protector, Inc., a Delaware corporation, is the protector of the Artsfare 1992 Irrevocable Trust and Artsfare 2005 Trust No. 2. JMD-LMA Protector, Inc. has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 1992 Irrevocable Trust and Artsfare 2005 Trust No. 2. |
(9) |
JPMorgan Trust Company of Delaware acts as trustee for Eternity One Trust and Eternity Two Trust. As trustee of Eternity One Trust, JPMorgan Trust Company of Delaware has shared dispositive power with respect to the 4,000,000 shares of common stock directly held by Eternity One Trust and 1,102,708 shares of common stock held by TAMMS. As Trustee of Eternity Two Trust, JPMorgan Trust Company of Delaware has shared voting and dispositive power with respect to 3,000,000 shares of common stock held by Eternity Two Trust and shared dispositive power with respect to 759,010 shares of common stock beneficially owned by Eternity Two Trust by virtue of its interest in TAMMS. JPMorgan Trust Company of Delaware disclaims beneficial ownership of the common stock held by Eternity One Trust and Eternity Two Trust. |
(10) |
MBA I owns 400,000 shares of common stock and a limited partnership interest in TAMMS (See Note 3 above). MBA I may be deemed to own 1,032,440 shares of common stock held by TAMMS which corresponds to its respective partnership interest in TAMMS and TAMMS Corp. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust be deemed to beneficially own all such 1,432,440 shares of common stock. |
(11) |
By virtue of being the sole shareholder of JMD Delaware, Inc. and JMD-LMA Protector, Inc., a fifty-percent shareholder of Knight Protector, Inc., and the sole trustee of the Artsfare 2003 Trust, Mr. Dubin may be deemed to own the aggregate of 115,631,297 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Dubin beneficially owns 1,000 shares of common stock held directly. |
(12) |
By virtue of being a fifty percent shareholder of Knight Protector, Inc., Mr. ONeil may be deemed to own the aggregate of 65,546,535 shares of common stock beneficially owned by such entity, as to which he disclaims beneficial ownership. |
(13) |
SunTrust Delaware Trust Company acts as trustee for the Artsfare 1992 Irrevocable Trust and Artsfare 2005 Trust No. 2. |
(14) |
Knight Protector, Inc. acts as protector of the Eternity Four Trust, and has shared dispositive power with respect to all 61,787,525 shares of common stock held by Eternity Four Trust, shared voting power with respect to 31,701,809 shares of common stock held by Eternity Four Trust and sole voting power with respect to 30,085,716 shares of common stock held by Eternity Four Trust, Knight Protector, Inc. acts as protector of the Eternity Two Trust, and has shared voting and dispositive power with respect to 3,000,000 shares of common stock held by Eternity Two Trust and shared dispositive power with respect to 759,010 shares of common stock beneficially owned by Eternity Two Trust by virtue of its interest in TAMMS. |
(15) |
Citigroup Institutional Trust Company acts as trustee for the Eternity Four Trust. According to Amendment No. 2 to Schedule 13G filed on February 8, 2006 by Citigroup Inc. and Citigroup Institutional Trust Company (formerly known as Smith Barney Corporate Trust Company), as of December 31, 2005 Citigroup Institutional Trust Company (of which Citigroup Inc. is the sole member) has shared voting power over 26,400 shares of common stock and shared dispositive power over 61,813,925 shares of common stock (61,787,525 shares of which are shares held by the Eternity Four Trust), and Citigroup Inc. has shared voting power over 1,456,082 shares of common stock and shared dispositive power over 64,132,382 shares of common stock (61,787,525 shares of which are shares held by the Eternity Four Trust). |
(16) |
Includes (i) 336,000 Vested Options and (ii) 296,000 shares of common stock owned by Dickinson Enterprises Limited Partnership (the Dickinson Partnership). The general partner of the Dickinson Partnership is Dickinson Enterprises, Inc., which is wholly owned by a revocable trust established for the benefit of Mr. Dickinson and his heirs (the Dickinson Trust). Under the terms of the instrument governing the Dickinson Trust, Mr. Dickinson has the sole right to vote and direct the sale of the common stock indirectly held by the Dickinson Trust. |
(17) |
Includes 100,000 Vested Options. |
(18) |
Includes (i) 260,000 Vested Options and (ii) 4,000 shares of common stock owned by the Jackson S. Woolworth Irrevocable Trust and the Cassidy B. Woolworth Trust (Mr. Frank is trustee), as to which Mr. Frank disclaims beneficial ownership. |
(19) |
Includes (i) 10,000 Vested Options and (ii) 13,892 shares held by Mr. Ratcliffes wife. Does not include Mr. Ratcliffes conditional right to receive 10,000 restricted stock units and 10,000 shares of common stock pursuant to the Carnival Corporation 2002 Stock Plan after a five-year retention period, during which Mr. Ratcliffe does not have the right to vote or direct the sale of those shares. |
(20) |
Does not include Mr. Ratcliffes conditional right to receive 23,675 share awards under the Carnival plc Deferred Bonus and Co-Investment Matching Plan after a three-year retention period, during which Mr. Ratcliffe does not have the right to vote or direct the sale of those shares. |
(21) |
Includes (i) 37,600 Vested Options, (ii) 7,000 shares owned by the Capen Trust, of which Mr. Capen is co-trustee, and (iii) 802 shares of common stock owned by Mr. Capens wife as to which he disclaims beneficial ownership. |
(22) |
Includes (i) 17,600 Vested Options and (ii) 1,800 shares owned by The Arnold and Hazel Donald Charitable Trust (Mrs. Donald is trustee). |
(23) |
Includes 2,000 Vested Options. |
(24) |
Includes 8,000 shares of common stock held by the Helen K. Lanterman Trust (Mr. Lanterman is trustee). |
(25) |
Includes 31,600 Vested Options. |
(26) |
Includes 2,000 shares held by Roy Nominees Limited on behalf of GHM Trustees Limited, the trustee for Sir Johns Fixed Unapproved Restricted Retirement Scheme. |
(27) |
Includes 17,600 Vested Options. |
(28) |
Includes 6,900 Vested Options. |
(29) |
As reflected in Amendment No. 5 to Schedule 13G, dated February 10, 2006, as filed with the U.S. Securities and Exchange Commission. |
(30) |
Based on notifications to Carnival plc of interests of 3% or more in the share capital of Carnival plc as required by the Companies Act. |
(31) |
Includes 1,981,294 Vested Options. |
(32) |
Includes 120,413 Vested Options. |
Name
of Committee and Members |
Functions
of the Committee
|
Number
of Meetings/ Consent Actions in Fiscal 2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
AUDIT: Stuart Subotnick, Chair Richard G. Capen, Jr. Arnold W. Donald Richard J. Glasier Sir John Parker |
| Inspects the work and written reports of our internal audit department |
12 | |||||||
| Reviews submissions from independent auditors | |||||||||
| Selects independent auditors and approves fees for audit and non-audit services | |||||||||
| Assists board oversight of: | |||||||||
| the integrity of our financial statements; | |||||||||
| our compliance with legal and regulatory requirements; | |||||||||
| the independent auditors qualifications and independence; and | |||||||||
| the performance of the internal audit function and the independent auditors | |||||||||
| Prepares the report of the Audit Committee to be included in our proxy statement | |||||||||
NOMINATING
& GOVERNANCE: Uzi Zucker, Chair Baroness Hogg Stuart Subotnick |
| Develops and recommends to the boards Corporate Governance Guidelines
reflecting the requirements applicable to companies listed for trading
on the NYSE and the LSE |
5 | |||||||
| Identifies individuals qualified to become board members | |||||||||
| Recommends to the boards the director nominees for the next annual meetings of shareholders | |||||||||
| Recommends to the boards director nominees for each committee | |||||||||
| Assists the boards with such other matters as may be set forth in its charter from time to time | |||||||||
COMPENSATION: Modesto A. Maidique, Chair Richard J. Glasier Sir John Parker |
|
Discharges the boards responsibilities relating to the compensation
of independent directors and executive officers |
8 | |||||||
| Administers stock incentive plans | |||||||||
| Approves grants of stock and option awards | |||||||||
| Prepares the annual report on executive compensation to be included in our proxy statement | |||||||||
| Makes recommendations to the board with respect to incentive compensation and equity-based plans | |||||||||
EXECUTIVE: Micky Arison, Chair Howard S. Frank Uzi Zucker |
| Exercises the authority of the full board of directors in between board
meetings |
4 |
|
the candidates judgment; |
|
the candidates skill; |
|
diversity considerations; |
|
the candidates experience with businesses and other organizations of comparable size; |
|
the interplay of the candidates experience with the experience of other board members; and |
|
the extent to which the candidate would be a desirable addition to the boards and any committees of the boards. |
|
the name and address of the candidate; |
|
a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above; and |
|
the candidates signed consent to serve as a director if elected and to be named in the proxy statement. |
Retainer |
Attendance Fee |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Chair |
Member |
In Person |
By Telephone |
||||||||||||||||
Audit
Committees |
$ | 15,000 | $ | 7,500 | $ | 3,000 | $ | 1,500 | |||||||||||
All other
Committees |
$ | 7,500 | $ | 3,750 | $ | 2,500 | $ | 1,250 |
Non-Executive Director |
Number of Options |
Number of Restricted Shares |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Richard G.
Capen, Jr. |
10,000 | | ||||||||
Arnold W.
Donald |
5,000 | 1,250 | ||||||||
Richard J.
Glasier |
10,000 | | ||||||||
Baroness
Hogg |
| 2,500 | ||||||||
Modesto A.
Maidique |
10,000 | | ||||||||
Sir John
Parker |
| 2,500 | ||||||||
Stuart
Subotnick |
| 2,500 | ||||||||
Uzi
Zucker |
10,000 | |
|
Stock Ownership Guidelines. All non-executive directors should own at least 5,000 shares of either Carnival Corporation common stock or Carnival plc ordinary shares. The board has mandated that this guideline be achieved by October 2007. |
|
Product Familiarization. All non-executive directors are encouraged to take a cruise for up to 14 days per year for product familiarization and pay a fare of $35 per day for such cruises. Guests traveling with the non-executive director in the same stateroom will each be charged a fare of $35 per day. All other charges associated with the cruise (e.g., air fares, government fees and taxes, gratuities, ground transfers, tours, etc.) are the responsibility of the non-executive director. |
Annual
Compensation
|
Long
Term Compensation Awards |
Payouts
|
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name
and Principal Position |
Year
|
Salary ($) |
Bonus ($)* |
Other
Annual Compensation ($)(1) |
Restricted Stock Awards ($)(2)(3)(4) |
Number
of Securities Underlying Options (#)(3)(4) |
LTIP Payouts ($) |
All
other Compensation ($) |
|||||||||||||||
Micky
Arison |
2005 | 800,000 | 2,900,000 | (5) | 423,600 | 3,218,400 | 120,000 | | | ||||||||||||||
Chairman
and |
2004 | 700,000 | 2,400,000 | (5) | 389,500 | 3,475,200 | 120,000 | | | ||||||||||||||
CEO |
2003 | 500,000 | 1,675,000 | 101,200 | 2,654,000 | 120,000 | | | |||||||||||||||
Howard
S. Frank |
2005 | 700,000 | 2,800,000 | 198,300 | 2,682,000 | 100,000 | | | |||||||||||||||
Vice
Chairman |
2004 | 600,000 | 2,300,000 | 193,400 | 2,896,000 | 100,000 | | | |||||||||||||||
and
COO |
2003 | 400,000 | 1,645,000 | 198,100 | 4,913,650 | 100,000 | | | |||||||||||||||
Robert
H. Dickinson |
2005 | 741,000 | 1,594,400 | (6) | 160,100 | 2,070,400 | 80,000 | | | ||||||||||||||
President
and CEO |
2004 | 400,000 | 1,393,200 | (6) | 137,600 | 1,849,200 | 80,000 | | | ||||||||||||||
of
Carnival Cruise |
2003 | 400,000 | 1,256,200 | (6) | 98,900 | 5,688,400 | 80,000 | | | ||||||||||||||
Lines |
|||||||||||||||||||||||
Peter
G. Ratcliffe |
2005 | 1,100,000 | 902,000 | (8) | 56,900 | 1,420,300 | (9) | 50,000 | | 67,000 | (12) | ||||||||||||
CEO
of P&O |
2004 | 1,100,000 | 814,000 | (8) | 60,500 | 1,393,200 | (9) | 50,000 | | 66,700 | (12) | ||||||||||||
Princess
Cruises |
2003 | 996,833 | (7) | 419,800 | (8) | 57,800 | 864,900 | (9) | 51,188 | (10) | 3,130,000 | (11) | 61,300 | (12) | |||||||||
International |
|||||||||||||||||||||||
Pier
Luigi Foschi |
2005 | 1,097,000 | (13) | 979,400 | (14) | 237,100 | 543,600 | (15) | 50,000 | (16) | | | |||||||||||
Chairman
and |
2004 | 981,000 | (13) | 1,033,000 | (14) | 150,000 |
|
(16) |
| | |||||||||||||
CEO
of Costa |
2003 | 885,000 | (13) | 490,000 | (14) | 75,000 |
(16) |
(16) |
| |
* |
The cash bonuses payable to the named executive officers were approved by the Compensation Committees on February 21, 2006. |
(1) |
This column includes our aggregate incremental cost of providing perquisites and personal benefits to the named executive officers. The amounts of personal benefits shown in this column for fiscal 2005 that represent more than 25% of the applicable executives total Other Annual Compensation include: personal use of sporting event tickets of $159,804 to Mr. Arison; personal use of the Carnival Corporation aircraft of $215,536 to Mr. Arison and $101,889 to Mr. Frank; personal air travel of $90,119 to Mr. Dickinson; private club membership of $18,614 and automobile lease of $16,337 to Mr. Ratcliffe; and living accommodations of $99,382 and driver and security services of $76,562 to Mr. Foschi. |
(2) |
Represents the value, based on the closing market price of Carnival Corporation common stock on the NYSE on the date of grant. As of November 30, 2005, Messrs. Arison, Frank and Dickinson held 300,000 shares, 310,000 shares and 296,000 shares of restricted Carnival Corporation common stock, respectively. As of November 30, 2005, Mr. Ratcliffe held 10,000 shares of restricted Carnival Corporation common stock and 10,000 restricted stock units (RSUs). The restricted shares owned by Messrs. Frank and Dickinson include a special one-time grant in April 2003 of 100,000 restricted shares of Carnival Corporation common stock to Mr. Frank in recognition of Mr. Franks additional role and responsibilities during the period leading up to competition clearance of the P&O Princess acquisition and the completion of the DLC transaction and 160,000 restricted shares of Carnival Corporation common stock to Mr. Dickinson in recognition of his continuing services as the President and Chief Executive Officer of Carnival Cruise Lines. As of November 30, 2005, Mr. Foschi did not own any shares of restricted Carnival Corporation common stock or RSUs. At November 30, 2005, based on the closing price of Carnival Corporation common stock on such date of $54.49 per share, such restricted shares of common stock and RSUs owned by Messrs. Arison, Frank, Dickinson and Ratcliffe had a value of $16,347,000, $16,891,900, $16,129,040, and $1,089,800, respectively. Generally, the restricted shares will continue to vest following retirement after a certain age. Except for the restricted shares owned by Mr. Ratcliffe, the restricted shares of Carnival Corporation common stock held by such executive officers have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. |
(3) |
Except as otherwise indicated, represents shares or options in respect of Carnival Corporation common stock. No stock appreciation rights were granted to any of the named executive officers. |
(4) |
In certain instances, shares and options are granted to executive officers during the subsequent fiscal year in recognition of services rendered during the prior fiscal year. |
(5) |
Pursuant to Mr. Arisons request, Carnival Corporation donated $2.5 million of Mr. Arisons 2005 bonus to the Partnership for Recovery, Inc., Florida Hurricane Relief Fund, Save the Children and My Key West Emergency Relief Fund established by the Community Foundation of the Florida Keys to aid in hurricane relief efforts. The entire amount of Mr. Arisons 2004 bonus |
was donated to the American Red Cross International Response Fund, the U.S. Fund for UNICEF and Save the Children Asia Earthquake/Tsunami Relief Fund to aid in the tsunami relief efforts in Asia and Africa. |
(6) |
Represents amounts payable to Mr. Dickinson pursuant to the Carnival Cruise Lines Management Incentive Plan (or its predecessors, as applicable) pursuant to which key management employees of Carnival Cruise Lines participate in a bonus pool primarily based on Carnival Cruise Lines return on invested capital. |
(7) |
Represents Mr. Ratcliffes compensation for the fiscal year ended November 30, 2003 (including for the period through April 16, 2003, as Chief Executive Officer of P&O Princess Cruises plc). |
(8) |
Represents cash amounts payable to Mr. Ratcliffe under his employment agreement pursuant to which he receives a bonus contingent upon the net income of certain specified cruise and tour brands, consisting of Cunard Line, Ocean Village, P&O Cruises, P&O Cruises (Australia), P&O Travel, Princess Cruises, Princess Tours and Swan Hellenic units. The cash amount represents 50% of Mr. Ratcliffes bonus, the other 50% of which is payable in shares of Carnival plc pursuant to the Deferred Bonus Plan described in note (9) below. |
(9) |
Represents (a) the value of 10,000 shares of restricted Carnival Corporation common stock or RSUs, based on the closing market price of Carnival Corporation common stock on the NYSE on the date of grant, and (b) the value of awards over shares in Carnival plc in respect of 50% of Mr. Ratcliffes annual bonus described in note (8) above. Pursuant to the terms of Carnival plc Deferred Bonus and Co-Investment Matching Plan (the Deferred Bonus Plan), 50% of Mr. Ratcliffes bonus is payable in the form of a conditional right to receive Carnival plc shares after a three-year retention period. As of November 30, 2005, Mr. Ratcliffe held 36,979 share awards under the Deferred Bonus Plan, which were granted in respect of his 2002, 2003 and 2004 bonuses. At November 30, 2005, based on the closing price of Carnival plc ordinary shares on such date of £32.41, such 36,979 restricted shares had a value of £1,198,489 (or $2,073,386 based on the November 30, 2005 exchange rate of $1.73:£1), which shares have the right to dividends during the retention period. |
(10) |
Represents options to purchase ordinary shares of Carnival plc granted to Mr. Ratcliffe on April 15, 2003. |
(11) |
Represents the value of 128,473 Carnival plc ordinary shares at the April 15, 2003 share price of $24.37 (based on an exchange rate of $1.5748:£1) acquired by Mr. Ratcliffe on April 15, 2003 through the acceleration resulting from the DLC transaction of LTIP options, LTIP awards, share awards and matching awards, granted to him by P&O Princess Cruises plc in his capacity as Chief Executive Officer of P&O Princess Cruises plc. |
(12) |
Represents employer contributions made on behalf of Mr. Ratcliffe under the Princess Cruises Retirement Savings Plan in the amount of $12,000, $12,300 and $12,600 in fiscal 2003, 2004 and 2005, respectively, and employee contributions made by Carnival plc on behalf of Mr. Ratcliffe under the P&O Princess Cruises Pension Scheme in the amount of $49,300, $54,400 and $54,400 in fiscal 2003, 2004 and 2005, respectively. |
(13) |
Mr. Foschis compensation was payable in euro. His base salary has been translated into U.S. dollars at the average exchange rate of the dollar for the 2003 fiscal year of $1.114=E1, 2004 fiscal year of $1.235=E1 and 2005 fiscal year of $1.258=E1. His 2005 bonus has been translated into U.S. dollars at the exchange rate of $1.22=E1. |
(14) |
Represents amounts payable to Mr. Foschi under an agreement pursuant to which he receives a base bonus (which was E669,000 in 2005 and was E440,000 in 2004 and 2003) plus additional amounts based on the percentage increase in consolidated net income of Costa. |
(15) |
Represents the value of RSUs granted to Mr. Foschi based on the closing price of Carnival plc ordinary shares on the LSE on the date of grant translated into U.S. dollars at the exchange rate of $1.74=£1. |
(16) |
In October 2003, the Compensation Committees approved a grant to
Mr. Foschi of 50,000 options to purchase Carnival Corporation common stock pursuant to the terms of the Carnival Corporation 2002 Stock Plan. Following
the legal transfer of Costa from Carnival Corporation to Carnival plc in December 2003, the Costa employees participating in the Carnival Corporation
2002 Stock Plan and Carnival Corporation would have faced significant negative tax consequences under Italian law if the employees retained their
options. Accordingly, in February 2004, the Compensation Committees accelerated the vesting of all Carnival Corporation options granted to Costa
employees and approved a general exceptional grant of share options under Carnival plcs Executive Share Option Plan to replace the Carnival
Corporation options. Mr. Foschi received options over 200,000 Carnival plc ordinary shares as part of this general exceptional grant, being the number
of Carnival Corporation stock options he had outstanding at the time of the transfer of Costa. In October 2004, Mr. Foschi received an option over 58,264 Carnival plc ordinary shares which replaced the value of a grant of 10,000 restricted shares of Carnival Corporation originally granted on January 30, 2004. The restricted shares were rescinded because of significant negative tax consequences under Italian law if Mr. Foschi retained shares. Mr. Foschi was also granted an option over 28,800 Carnival plc ordinary shares as part of a wider grant of options to Costa employees. Due to limitations under Carnival plcs Executive Share Option Plan, we were unable to grant Mr. Foschi the 50,000 annual grant of options that were historically granted to him. Accordingly, when our shareholders approved the adoption of the Carnival plc 2005 Employee Share Plan in April 2005, the Compensation Committees granted Mr. Foschi an additional option over 21,200 Carnival plc ordinary shares. In October 2005, the Compensation Committees granted Mr. Foschi an option over 40,000 Carnival plc ordinary shares to Mr. Foschi in lieu of the 10,000 shares of restricted stock he historically would have received in 2004. |
Individual Grants |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Securities Underlying Options Granted (#)(1)(2) |
Percent of Total Options Granted to Employees in Fiscal Year(3) |
Exercise or Base Price ($/Sh)(4) |
Expiration Date |
Grant Date Present Value ($)(5) |
||||||||||||||||||
Micky
Arison |
120,000 | 2.70 | % | 46.610 | 10/18/2012 | 1,326,000 | |||||||||||||||||
Howard S.
Frank |
100,000 | 2.25 | % | 46.610 | 10/18/2012 | 1,105,000 | |||||||||||||||||
Robert H.
Dickinson |
80,000 | 1.80 | % | 52.185 | 08/01/2015 | 1,052,000 | |||||||||||||||||
Peter G.
Ratcliffe |
50,000 | 1.12 | % | 50.225 | 04/14/2015 | 676,500 | |||||||||||||||||
Pier Luigi
Foschi |
21,200 | 0.48 | % | 55.434 | 04/14/2015 | 305,492 | |||||||||||||||||
40,000 | 0.90 | % | 50.453 | 10/18/2015 | 516,400 |
(1) |
Represents options granted in respect of Carnival Corporation common stock, except for options granted to Mr. Foschi which are in respect of Carnival plc ordinary shares. No stock appreciation rights were granted to the executive officers in fiscal 2005. |
(2) |
Subject to accelerated vesting upon the death or disability of the option holder, each option is exercisable in amounts equal to twenty percent of the aggregate number of shares underlying the option, on the first through fifth anniversaries of the grant date, except for the options granted to Mr. Foschi on April 14, 2005, all of which vest on the third anniversary of the grant date. Generally, the options will continue to vest and are not forfeited following retirement after a certain age. |
(3) |
Represents the percent of the aggregate of Carnival Corporation and Carnival plc options granted. |
(4) |
Except in the case of options granted to Mr. Foschi, represents fair market value of Carnival Corporation common stock at date of grant. In the case of options granted to Mr. Foschi, represents the middle market quotation of Carnival plc ordinary shares on the date of grant. The exercise price for the Carnival plc options granted on April 14, 2005 is £29.33 and October 18, 2005 is £28.83. These amounts have been converted to U.S. dollars based on the grant date exchange rates of $1.89:£1 and $1.75:£1, respectively. |
(5) |
The Black-Scholes option pricing model was chosen to estimate the Grant Date Present Value set forth in this table of (a) the Carnival Corporation options at $13.53 per share at April 14, 2005, $13.15 per share at August 1, 2005 and $11.05 per share at October 18, 2005 and (b) the Carnival plc options at $14.41 per share at April 14, 2005 and $12.91 per share at October 18, 2005. Our use of this model should not be construed as an endorsement of its accuracy at valuing options. All stock option models require a prediction about the future movement of the stock price. Several factors impact the expected option life, including the vesting schedule of the options. All of the options described above lapse on the tenth anniversary of the grant date with the exception of the Carnival Corporation options granted on October 18, 2005 which lapse on the seventh anniversary of the grant date. In addition, all of the options described above vest ratably over five years with the exception of the Carnival plc options granted on April 14, 2005 which cliff vest on the third anniversary of the grant date. Accordingly, the Grant Date Present Values presented in the table were determined in part using the following assumptions: |
Carnival Corporation |
Carnival plc |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
April 14, 2005 |
August 1, 2005 |
October 18, 2005 |
April 14, 2005 |
October 18, 2005 |
|||||||||||||||||||
Expected
volatility |
27.00 | % | 27.00 | % | 27.00 | % | 27.00 | % | 27.00 | % | |||||||||||||
Risk free
interest rate |
4.08 | % | 4.17 | % | 4.30 | % | 4.61 | % | 4.36 | % | |||||||||||||
Expected
dividend yield |
1.92 | % | 2.47 | % | 2.42 | % | 1.82 | % | 2.48 | % | |||||||||||||
Expected option
life |
5.75 | years | 5.75 | years | 4.75 | years | 4.75 | years | 5.75 | years |
The real value of the options in this table depends upon the actual performance of Carnival Corporation common stock and Carnival plc ordinary shares, as applicable, during the applicable period and upon when they are exercised. The approach used in developing the assumptions upon which the Black-Scholes valuation was done is consistent with the requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. |
Number of Securities Underlying Unexercised Options at Fiscal Year End(#) |
Value of Unexercised In-the-Money Options at Fiscal Year End ($) |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired on Exercise (#)(1) |
Value Realized ($) |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||||||||||||||
Micky
Arison |
| | 768,000 | 432,000 | 16,042,710 | (2) | 6,828,240 | (2) | |||||||||||||||||||
Howard S.
Frank |
| | 640,000 | 360,000 | 13,368,925 | (2) | 5,690,200 | (2) | |||||||||||||||||||
Robert H.
Dickinson |
96,000 | 3,250,840 | 320,000 | 240,000 | 5,647,880 | (2) | 2,963,400 | (2) | |||||||||||||||||||
Peter G.
Ratcliffe |
| | 10,000 | 90,000 | 110,050 | (2) | 659,700 | (2) | |||||||||||||||||||
| | 0 | 51,188 | (3) | 0 | 1,622,670 | (4) | ||||||||||||||||||||
Pier Luigi
Foschi |
| | 50,000 | (3) | 298,264 | (3) | 599,500 | (4) | 2,747,649 | (4) |
(1) |
Except as otherwise indicated, represents options granted in respect of Carnival Corporation common stock. No stock appreciation rights are held by any of the named executive officers. |
(2) |
The value of the unexercised options is based upon the difference between the exercise price and the average of the high and low market prices of Carnival Corporation common stock on November 30, 2005 of $54.615. |
(3) |
Represents stock options granted in respect of Carnival plc ordinary shares. |
(4) |
The value of the unexercised options is based upon the difference between the exercise price and the mid-market price of Carnival plc ordinary shares on November 30, 2005 of £32.41 (or $56.07 based on an exchange rate of $1.73:£1). |
Name |
2006 Base Salary |
|||||
---|---|---|---|---|---|---|
Micky
Arison |
$ | 850,000 | ||||
Howard S.
Frank |
$ | 750,000 | ||||
Robert H.
Dickinson |
$ | 763,000 | ||||
Peter G.
Ratcliffe |
$ | 1,150,000 | ||||
Pier Luigi
Foschi |
$ | 1,116,000 | (1) |
(1) |
Mr. Foschis compensation is payable in euro. His base salary as been translated into U.S. dollars at the exchange rate of $1.22=E1. |
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) |
(b) |
(c) |
||||||||||||
Equity
compensation plans approved by security holders |
16,872,865 | (1) | $ | 39.32 | 30,562,296 | (2)(3) | ||||||||
Equity
compensation plans not approved by security holders |
0 | 0 | 0 | |||||||||||
Total |
16,872,865 | $ | 39.32 | 30,562,296 |
(1) |
Includes outstanding options to purchase Carnival Corporation common stock under the Carnival Cruise Lines, Inc. 1987 Stock Option Plan, Carnival Corporation 1992 Stock Option Plan, Carnival Corporation 2002 Stock Plan, Carnival Corporation 1993 Outside Directors Stock Option Plan and Carnival Corporation 2001 Outside Director Stock Plan. Also includes 50,998 restricted stock units outstanding under the Carnival Corporation 2002 Stock Plan. |
(2) |
Includes Carnival Corporation common stock available for issuance as of November 30, 2005 as follows: 2,706,772 under the Carnival Corporation Employee Stock Purchase Plan, 27,369,274 under the Carnival Corporation 2002 Stock Plan and 486,250 under the Carnival Corporation 2001 Outside Director Stock Plan. This figure excludes securities reflected in column (a). |
(3) |
In addition to options, the Carnival Corporation 2002 Stock Plan and the Carnival Corporation 2001 Outside Director Stock Plan provide for the award of restricted stock without limitation on the number of shares than can be awarded in either form. |
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights(1) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) |
(b) |
(c) |
||||||||||||
Equity
compensation plans approved by security holders |
3,236,385 | (2) | $ | 38.28 | 13,482,407 | (3) | ||||||||
Equity
compensation plans not approved by security holders |
0 | 0 | 0 | |||||||||||
Total |
3,236,385 | $ | 38.28 | 13,482,407 |
(1) |
Converted from sterling, if applicable, using the November 30, 2005 exchange rate of $1.73:£1. |
(2) |
Includes outstanding options to purchase Carnival plc ordinary shares under the Carnival plc Executive Share Option Plan and Carnival plc 2005 Employee Share Plan. |
(3) |
In addition to options, the Carnival plc 2005 Employee Share Plan provides for the award of restricted stock without limitation on the number of shares that can be awarded in either form. |
Years of Service |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Pay |
15 |
20 |
25 |
30 |
35 |
||||||||||||||||||
$1,750,000 |
$ | 501,507 | $ | 676,507 | $ | 851,507 | $ | 851,507 | $ | 851,507 | |||||||||||||
$2,000,000 |
$ | 576,507 | $ | 776,507 | $ | 976,507 | $ | 976,507 | $ | 976,507 | |||||||||||||
$2,250,000 |
$ | 651,507 | $ | 876,507 | $ | 1,101,507 | $ | 1,101,507 | $ | 1,101,507 | |||||||||||||
$2,500,000 |
$ | 726,507 | $ | 976,507 | $ | 1,226,507 | $ | 1,226,507 | $ | 1,226,507 | |||||||||||||
$2,750,000 |
$ | 801,507 | $ | 1,076,507 | $ | 1,351,507 | $ | 1,351,507 | $ | 1,351,507 | |||||||||||||
$3,000,000 |
$ | 876,507 | $ | 1,176,507 | $ | 1,476,507 | $ | 1,476,507 | $ | 1,476,507 | |||||||||||||
$3,250,000 |
$ | 951,507 | $ | 1,276,507 | $ | 1,601,507 | $ | 1,601,507 | $ | 1,601,507 | |||||||||||||
$3,500,000 |
$ | 1,026,507 | $ | 1,376,507 | $ | 1,726,507 | $ | 1,726,507 | $ | 1,726,507 |
|
The overall financial performance of Carnival Corporation & plc in the previous fiscal year; and |
|
The personal contribution that each executive has made to the: |
|
development of a strategy to deliver future growth; |
|
ongoing creation of a competitive cost structure; and |
|
overall corporate success of Carnival Corporation & plc through the spread of best practices. |
The Compensation Committee of Carnival Corporation |
The Compensation Committee of Carnival plc |
|||||
---|---|---|---|---|---|---|
Modesto A.
Maidique, Chairman |
Modesto A. Maidique, Chairman |
|||||
Richard J.
Glasier |
Richard J. Glasier |
|||||
Sir John
Parker |
Sir
John Parker |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Carnival
Corporation |
$ | 100 | $ | 117 | 128 | $ | 163 | $ | 248 | $ | 259 | |||||||||||||||
Dow Jones
Industry Group/REQ |
$ | 100 | $ | 90 | $ | 81 | $ | 110 | $ | 131 | $ | 140 | ||||||||||||||
S&P 500
Index |
$ | 100 | $ | 88 | $ | 73 | $ | 84 | $ | 95 | $ | 103 | ||||||||||||||
FTSE 100
Index |
$ | 100 | $ | 85 | $ | 68 | $ | 71 | $ | 77 | $ | 88 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Carnival
Corporation |
$ | 100 | $ | 151 | $ | 210 | $ | 291 | $ | 470 | $ | 477 | ||||||||||||||
Dow Jones
Industry Group/REQ |
$ | 100 | $ | 90 | $ | 81 | $ | 110 | $ | 131 | $ | 140 | ||||||||||||||
S&P 500
Index |
$ | 100 | $ | 88 | $ | 73 | $ | 84 | $ | 95 | $ | 103 | ||||||||||||||
FTSE 100
Index |
$ | 100 | $ | 85 | $ | 68 | $ | 71 | $ | 77 | $ | 88 |
Carnival Corporation & plc 2005 (in millions) |
Carnival Corporation & plc 2004 (in millions) |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit
Fees |
$ | 3.7 | $ | 4.3 | ||||||
Audit-Related
Fees |
0.0 | (1) | 0.0 | (1) | ||||||
Tax
Fees |
0.2 | 0.5 | ||||||||
All Other
Fees |
0.1 | 0.2 | ||||||||
Total |
$ | 4.0 | $ | 5.0 |
(1) |
Audit-Related Fees were less than $50,000. |
|
the integrity of the relevant financial statements; |
|
the companys compliance with legal and regulatory requirements; |
|
the auditors qualifications and independence; and |
|
the performance of the companys internal audit functions and independent auditors. |
The Audit Committee of Carnival Corporation |
The Audit Committee of Carnival plc |
|||||
---|---|---|---|---|---|---|
Stuart Subotnick,
Chairman |
Stuart Subotnick, Chairman |
|||||
Richard G. Capen,
Jr. |
Richard G. Capen, Jr. |
|||||
Arnold W.
Donald |
Arnold W. Donald |
|||||
Richard J.
Glasier |
Richard J. Glasier |
|||||
Sir John
Parker |
Sir
John Parker |
No. of shares |
Percentage of issued capital |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Carnival
Investments Ltd. |
41,679,877 | 19.60% | (1) | |||||||
Fidelity
Investments |
9,286,349 | 4.37% | (2) | |||||||
Legal &
General Group plc |
8,545,069 | 4.02% | (3) | |||||||
The Capital
Group Companies, Inc. |
8,669,178 | 4.08% | (4) |
(1) |
These shares carry no voting rights or rights on liquidation unless Carnival Corporation owns over 90% of all the Carnival plc shares. |
(2) |
FMR Corp. and its direct and indirect subsidiaries and Fidelity International Limited and its direct and indirect subsidiaries have a non-beneficial interest in these shares. |
(3) |
Legal & General Group plc and/or its subsidiaries have an interest in these shares. |
(4) |
Interests of The Capital Group of Companies, Inc. and its affiliates Capital Research and Management Company, Capital International S.A., Capital International Limited and Capital Guardian Trust Company. |
|
Select suitable accounting policies and then apply them consistently; |
|
Make judgements and estimates that are reasonable and prudent; and |
|
State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements. |
Twelve months to Nov. 30, 2005 |
Twelve months to Nov. 30, 2004 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
U.S.$m |
U.S.$m |
|||||||||
Turnover |
4,352.2 | 3,901.3 | ||||||||
Cost of
sales |
(3,023.8 | ) | (2,632.3 | ) | ||||||
Administrative expenses |
(616.2 | ) | (609.0 | ) | ||||||
Operating
costs |
(3,640.0 | ) | (3,241.3 | ) | ||||||
Group
operating profit |
712.2 | 660.0 | ||||||||
Loss on
disposal of ships (note 2) |
(32.0 | ) | | |||||||
Profit on
ordinary activities before interest |
680.2 | 660.0 | ||||||||
Net interest
payable and similar items |
(120.0 | ) | (110.3 | ) | ||||||
Profit on
ordinary activities before taxation |
560.2 | 549.7 | ||||||||
Taxation |
(23.9 | ) | (27.6 | ) | ||||||
Profit on
ordinary activities after taxation |
536.3 | 522.1 | ||||||||
Dividends |
(191.1 | ) | (116.5 | ) | ||||||
Retained
profit for the financial year |
345.2 | 405.6 | ||||||||
Carnival
plc standalone earnings per share (in U.S. dollars) |
||||||||||
Basic
earnings per share |
2.53 | 2.47 | ||||||||
Diluted
earnings per share |
2.52 | 2.46 | ||||||||
Dividend per
share |
0.90 | 0.55 |
DLC Basic
earnings per share |
2005: 2.80 | 2004: 2.31 | ||||||||
DLC Diluted
earnings per share |
2005: 2.70 | 2004: 2.24 |
As at Nov. 30, 2005 |
As at Nov. 30, 2004 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
U.S.$m |
U.S.$m |
|||||||||
Fixed
assets |
||||||||||
Goodwill and
other intangible assets |
703.8 | 749.4 | ||||||||
Tangible
assets |
||||||||||
Ships |
6,525.7 | 7,303.2 | ||||||||
Properties
and other fixed assets |
556.1 | 544.9 | ||||||||
7,081.8 | 7,848.1 | |||||||||
Investments |
4.7 | 7.9 | ||||||||
7,790.3 | 8,605.4 | |||||||||
Current
assets |
||||||||||
Stocks |
102.5 | 106.3 | ||||||||
Debtors |
480.2 | 452.2 | ||||||||
Cash at bank
and in hand |
778.0 | 174.5 | ||||||||
1,360.7 | 733.0 | |||||||||
Creditors:
amounts falling due within one year |
(2,865.3 | ) | (2,531.1 | ) | ||||||
Net
current liabilities |
(1,504.6 | ) | (1,798.1 | ) | ||||||
Total
assets less current liabilities |
6,285.7 | 6,807.3 | ||||||||
Creditors:
amounts falling due after more than one year |
(1,726.0 | ) | (2,217.3 | ) | ||||||
Provisions
for liabilities and charges |
(77.7 | ) | (72.1 | ) | ||||||
4,482.0 | 4,517.9 | |||||||||
Capital
and reserves |
||||||||||
Called up
share capital |
352.9 | 352.2 | ||||||||
Share premium
account |
75.6 | 64.7 | ||||||||
Other
reserves |
35.6 | 35.6 | ||||||||
Merger
reserve |
1,459.2 | 1,459.2 | ||||||||
Profit and
loss account |
2,556.3 | 2,604.2 | ||||||||
Equity
shareholders funds |
4,479.6 | 4,515.9 | ||||||||
Equity
minority interests |
2.4 | 2.0 | ||||||||
4,482.0 | 4,517.9 |
Within the DLC structure the most appropriate presentation
of Carnival plcs results and financial position is considered to be by reference to the U.S. GAAP consolidated financial statements of Carnival
Corporation & plc, which are included within the Carnival Corporation & plc 2005 Annual Report (see note 1). |
Director |
Performance measure |
|||||
---|---|---|---|---|---|---|
Micky Arison Chief Executive Officer of Carnival Corporation & plc |
Based on the net income of Carnival Corporation & plc, individual performance of the executive in meeting the personal targets set by the
Compensation Committees and return on invested capital. |
|||||
Robert H.
Dickinson President and Chief Executive Officer of Carnival Cruise Lines division of Carnival Corporation |
Based primarily on return on invested capital of Carnival Cruise Lines reaching certain pre-determined levels pursuant to the terms of the
Carnival Cruise Lines Management Incentive Plan. |
|||||
Pier Luigi Foschi Chief Executive Officer of Costa Crociere S.p.A. (Costa) |
Base bonus of Euro 669,000, and an amount based on the year-on-year percentage increase in consolidated net income of Costa. |
|||||
Howard S. Frank Chief Operating Officer of Carnival Corporation & plc |
Based on the net income of Carnival Corporation & plc, individual performance of the executive in meeting the personal targets set by the
Compensation Committees and return on invested capital. |
|||||
Peter G. Ratcliffe Chief Executive Officer of P&O Princess Cruises International |
Based on a percentage of net income of the following brands: Cunard Line, Ocean Village, P&O Cruises, P&O Cruises (Australia), P&O
Travel, Princess Cruises, Princess Tours and Swan Hellenic. |
|
Carnival plc Deferred Bonus and Co-Investment Matching Plan; |
|
Carnival Corporation 2002 Stock Plan; |
|
Carnival plc 2005 Employee Share Plan; and |
|
Carnival plc Executive Share Option Plan. |
Carnival Corporation & plcs EPS Growth |
% of matching award capable of release or
exercise |
|||||
---|---|---|---|---|---|---|
50% and
greater |
100% |
|||||
15% |
25% |
|||||
Below
15% |
0% |
Executive director |
Effective date of service contract |
Unexpired term of contract from November 30, 2005 |
Notice period |
Compensation for loss of office |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Micky
Arison |
None(1) |
None |
None |
None |
||||||||||||||
Howard S.
Frank |
None(1) |
None |
None |
None |
||||||||||||||
Robert H.
Dickinson |
None(1) |
None |
None |
None |
||||||||||||||
Pier Luigi
Foschi |
Dec. 1,
2004 |
12
months |
12
months |
1x annual base
salary and bonus |
||||||||||||||
Peter G.
Ratcliffe |
April 17,
2003(2) |
Term continues
until termination of contract |
12
months |
1x annual base
salary and bonus |
(1) |
Messrs. Arison, Frank and Dickinson only have Executive Long-Term Compensation Agreements. Nothing in those agreements confers a right to be employed by Carnival Corporation and no notice period to terminate the agreements applies. |
(2) |
Amended on July 19, 2004. |
Retainer |
Attendance fee |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Chair $ |
Member $ |
In person $ |
By telephone $ |
||||||||||||||||
Audit
Committees |
15,000 | 7,500 | 3,000 | 1,500 | |||||||||||||||
All other
Committees |
7,500 | 3,750 | 2,500 | 1,250 |
2005 |
2004 |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Base Salary $000 |
Annual Performance Cash Bonus $000 |
Share Awards/Units $000 |
Benefits $000(3) |
Total $000 |
Total $000 |
||||||||||||||||||||||
Micky
Arison |
800 | 2,900 | (1) | 3,218 | (2) | 424 | 7,342 | 6,965 | |||||||||||||||||||
Robert H.
Dickinson |
741 | 1,594 | 2,070 | (2) | 160 | 4,565 | 3,780 | ||||||||||||||||||||
Howard S.
Frank |
700 | 2,800 | 2,682 | (2) | 198 | 6,380 | 5,989 | ||||||||||||||||||||
Pier Luigi
Foschi(4) |
1,097 | 979 | 544 | (2) | 237 | 2,857 | 2,164 | ||||||||||||||||||||
A. Kirk
Lanterman(5) |
| | | | | 2,585 | |||||||||||||||||||||
Peter G.
Ratcliffe |
1,100 | 902 | (6) | 1,420 | (2) (7) | 111 | (8) | 3,533 | 3,434 | (9) |
(1) |
Pursuant to Mr. Arisons request, Carnival Corporation donated $2.5 million of Mr. Arisons 2005 bonus to the Partnership for Recovery, Inc., Florida Hurricane Relief Fund, Save the Children and My Key West Emergency Relief Fund established by the Community Foundation of the Florida Keys to aid in hurricane relief efforts. |
(2) |
Messrs. Arison, Dickinson, Frank and Ratcliffe were each awarded restricted share awards/units under the Carnival Corporation 2002 Stock Plan over 60,000, 40,000, 50,000 and 10,000 shares in Carnival Corporation common stock respectively. The value of the shares/units awarded has been calculated by reference to the closing market price at the date of grant, being $53.64, $51.76, $53.64 and $51.83, respectively. Mr. Foschi was awarded restricted share units under the Carnival plc 2005 Employee Share Plan. The value of the units awarded to Mr. Foschi has been calculated by reference to the closing market price at the date of grant, being £31.24, translated into U.S. dollars at the exchange rate of $1.74=£1. The shares/units awarded are not subject to forfeiture and are therefore regarded as remuneration for the year of award. These restricted share awards/units are included in the table of directors interests disclosed below. Details of the Carnival Corporation 2002 Stock Plan and Carnival plc 2005 Employee Share Plan are set out above. |
(3) |
Represents the estimated value of benefits-in-kind including personal use of corporate aircraft, personal air travel, chauffer, car, personal use of sporting event tickets, private health insurance, private club membership, life insurance premiums, and tax return preparation and tax planning services provided by a third party. No director was paid expense allowances chargeable to UK income tax in respect of qualifying services. |
(4) |
Mr. Foschis compensation was paid in Euros. |
(5) |
Mr. Lanterman became a non-executive director with effect from December 1, 2004. |
(6) |
Represents 50% of Mr. Ratcliffes 2005 bonus which is payable in cash. The other 50% of his annual bonus is payable in the form of Carnival plc share awards pursuant to the Carnival plc Deferred Bonus and Co-Investment Matching Plan described above and included in the next column under Share Awards/Units. |
(7) |
$518,300 of the total value of share awards shown were granted to Mr. Ratcliffe as restricted share units under the Carnival Corporation 2002 Stock Plan as described in note 2 above. $902,000 of the total value of share awards shown will be granted to Mr. Ratcliffe under the Carnival plc Deferred Bonus and Co-Investment Matching Plan as part of his annual bonus as described in note (6) above. |
(8) |
Includes employee contributions made on behalf of Mr. Ratcliffe under the P&O Princess Cruises Pension Scheme. |
(9) |
Total compensation for the year ended November 30, 2004 has been increased by $54,000 to take into account employee contributions made on behalf of Mr. Ratcliffe under the P&O Princess Cruises Pension Scheme during the 2004 financial year. |
2005 |
2004 |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fees $000 |
Share Awards $000 |
Other Emoluments $000 |
Total $000 |
Total $000 |
|||||||||||||||||||
Richard G.
Capen, Jr |
100 | | | 100 | 106 | ||||||||||||||||||
Arnold W.
Donald |
100 | 58 | (1) | | 158 | 104 | |||||||||||||||||
Richard J.
Glasier(3) |
116 | | 116 | 38 | |||||||||||||||||||
Baroness
Hogg |
83 | 117 | (1) | 10 | (2) | 210 | 96 | ||||||||||||||||
A. Kirk
Lanterman |
| | 785 | (4) | 785 | | |||||||||||||||||
Modesto A.
Maidique |
89 | | | 89 | 97 | ||||||||||||||||||
John P.
McNulty(5) |
83 | | | 83 | 96 | ||||||||||||||||||
Sir John
Parker |
117 | 117 | (1) | 10 | (2) | 244 | 114 | ||||||||||||||||
Stuart
Subotnick |
122 | 117 | (1) | | 239 | 125 | |||||||||||||||||
Uzi
Zucker |
93 | | | 93 | 96 |
(1) |
Arnold W Donald, Baroness Hogg, Sir John Parker and Stuart Subotnick were each awarded restricted share awards under the Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan over 1,250, 2,500, 2,500 and 2,500 shares in Carnival Corporation common stock, respectively. The value of the shares awarded has been calculated by reference to the market value at the date of grant, being $46.61. The shares awarded are not subject to forfeiture and are therefore regarded as remuneration for the year of award. These restricted share awards are included in the table of directors interests disclosed below. The share options received by the non-executive directors, as opposed to restricted share awards, are disclosed below. Details of the Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan are set out above. |
(2) |
Part compensation for not accepting share options. |
(3) |
Appointed effective July 20, 2004. |
(4) |
Compensation received pursuant to the Consulting Agreement with HAL and the December Employment Agreement as described above. |
(5) |
Reflects emoluments paid to Mr. McNulty up to the date of his death, November 17, 2005. |
At Dec. 1, 2004 |
Grant(1) |
At Nov. 30, 2005 |
Performance period end date(3) |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Peter G.
Ratcliffe |
26,608 | (2) | | 26,608 | (2) | Nov. 30,
2005 |
||||||||||||
8,863 | | 8,863 | Nov. 30,
2006 |
|||||||||||||||
14,812 | 14,812 | Nov. 30,
2007 |
(1) |
Mr. Ratcliffe was granted 14,812 share awards in respect of his 2004 bonus, in March 2005. The market price of each share comprising this award on the day of grant was £29.23 and the value of the share award was disclosed in the Summary Compensation Table in the proxy statement for the year ended November 30, 2004. The retention period for such awards ends on the announcement of the financial results of Carnival Corporation & plc for the year ending November 30, 2007. |
(2) |
Includes 13,304 matching awards granted to Mr. Ratcliffe, which are subject to the performance targets described above and a three-year retention period. |
(3) |
The performance period applicable to each award is three years. |
Dec. 1, 2004 |
Granted |
Exercised |
Nov. 30, 2005(1) |
Actual/ Weighted average exercise price $ |
Earliest date from which exercisable |
Latest expiry date |
||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Micky
Arison |
1,080,000 | | | 1,080,000 | 34.33 | (2) |
Jan. 12, 1999 |
Oct. 18, 2014 |
||||||||||||||||||||||
120,000 | | 120,000 | 46.61 |
Oct. 18, 2006 |
Oct. 18, 2012 |
|||||||||||||||||||||||||
Robert H.
Dickinson |
576,000 | | (96,000 | ) | 480,000 | 37.08 | (2) |
Aug. 1 1999 |
Aug. 2, 2014 |
|||||||||||||||||||||
80,000 | | 80,000 | 52.19 |
Aug. 1, 2006 |
Aug. 1, 2015 |
|||||||||||||||||||||||||
Howard S.
Frank |
900,000 | | | 900,000 | 34.33 | (2) |
Jan. 12, 1999 |
Oct. 18, 2014 |
||||||||||||||||||||||
100,000 | | 100,000 | 46.61 |
Oct. 18, 2006 |
Oct. 18, 2012 |
|||||||||||||||||||||||||
Peter G.
Ratcliffe |
50,000 | | | 50,000 | 43.61 |
April 21, 2005 |
April 21, 2014 |
|||||||||||||||||||||||
50,000 | | 50,000 | 50.23 |
April 14, 2006 |
April 14, 2015 |
(1) |
There are no share options in respect of shares whose market price is below the option price as at November 30, 2005. |
(2) |
Weighted average price. |
Number exercised |
Exercise price $ |
Market price at date of exercise $ |
Gain $(1) |
Earliest date from which exercisable |
Expiry date |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert H.
Dickinson |
16,000 | 18.91 | 56.89 | 607,680 |
Aug. 1,
2004 |
Aug. 1,
2010 |
||||||||||||||||||||
16,000 | 18.91 | 51.86 | 527,200 |
Aug. 1,
2005 |
Aug. 1,
2010 |
|||||||||||||||||||||
48,000 | 22.57 | 56.89 | 1,647,360 |
Oct. 8,
2002 |
Oct. 8,
2011 |
|||||||||||||||||||||
16,000 | 22.57 | 51.86 | 486,640 |
Oct. 8,
2005 |
Oct. 8,
2011 |
(1) |
The total gain made by executive directors from share option exercises during the financial year ended November 30, 2005 was $3.269 million (2004: $6.267 million). |
Dec. 1, 2004 |
Granted |
Nov. 30, 2005 |
Exercise price(1) |
Exercisable date |
Expiry date |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Pier Luigi
Foschi |
| 21,200 | (2) | 21,200 | £29.33 |
April 14,
2008 |
April 14,
2015 |
|||||||||||||||||||
| 40,000 | (3) | 40,000 | £28.83 |
Oct. 18,
2006 |
Oct. 18,
2015 |
(1) |
There are no share options in respect of shares whose market price is below the option price as at November 30, 2005. |
(2) |
Balance of Mr. Foschis option entitlement over 50,000 ordinary shares for the year ended November 30, 2004. |
(3) |
Due to the negative tax consequences on the granting of an award of shares of restricted Carnival Corporation common stock to Mr. Foschi, he was granted an option over ordinary shares in lieu of the restricted stock he historically would have received. |
Dec. 1, 2004 |
Nov. 30, 2005 |
Exercise price(1) |
Exercisable date |
Expiry date |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Peter G.
Ratcliffe |
51,188 | 51,188 | $ | 24.37 | April 15, 2006 | April 15, 2013 | ||||||||||||||||
Pier Luigi
Foschi |
200,000 | 200,000 | £25.48 | Feb. 26, 2005 | Feb. 26, 2012 | |||||||||||||||||
58,264 | 58,264 | £28.50 | Oct. 18, 2007 | Oct. 18, 2014 | ||||||||||||||||||
28,800 | 28,800 | £28.50 | Oct. 18, 2007 | Oct. 18, 2014 |
(1) |
There are no share options in respect of shares whose market price is below the option price as at November 30, 2005. |
Dec. 1, 2004 |
Granted |
Exercised |
Nov. 30, 2005 |
Actual/ Weighted average exercise price $(1) |
Earliest date from which exercisable |
Latest expiry date |
||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Richard G.
Capen, Jr |
54,000 | | | 54,000 | 38.18 | (2) |
April 19,
2000 |
July 20,
2014 |
||||||||||||||||||||||
10,000 | | 10,000 | 46.61 |
Oct. 18,
2006 |
Oct. 18,
2015 |
|||||||||||||||||||||||||
Arnold W.
Donald |
34,000 | | | 34,000 | 33.06 | (2) |
April 17,
2002 |
July 20,
2014 |
||||||||||||||||||||||
5,000 | | 5,000 | 46.61 |
Oct. 18,
2006 |
Oct. 18,
2015 |
|||||||||||||||||||||||||
Richard J.
Glasier |
10,000 | | | 10,000 | 45.92 |
July 20,
2005 |
July 20,
2014 |
|||||||||||||||||||||||
10,000 | | 10,000 | 46.61 |
Oct. 18,
2006 |
Oct. 18,
2015 |
|||||||||||||||||||||||||
Modesto A.
Maidique |
48,000 | | | 48,000 | 39.83 | (2) |
April 19,
2000 |
July 20,
2014 |
||||||||||||||||||||||
10,000 | | 10,000 | 46.61 |
Oct. 18,
2006 |
Oct. 18,
2015 |
|||||||||||||||||||||||||
John P.
McNulty(3) |
16,000 | | | 16,000 | 41.62 | (2) |
Oct. 13,
2004 |
Nov. 17,
2006 |
||||||||||||||||||||||
10,000 | | 10,000 | 46.61 |
Oct. 18,
2006 |
Nov. 17,
2006 |
|||||||||||||||||||||||||
Stuart
Subotnick |
34,000 | | | 34,000 | 33.06 | (2) |
April 17,
2002 |
July 20,
2014 |
||||||||||||||||||||||
Uzi
Zucker |
28,000 | | (4,800 | ) | 23,200 | 36.26 | (2) |
April 17,
2002 |
July 20,
2014 |
|||||||||||||||||||||
10,000 | | 10,000 | 46.61 |
Oct. 18,
2006 |
Oct. 18,
2015 |
(1) |
There are no share options in respect of shares whose market price is below the option price as at November 30, 2005. |
(2) |
Weighted average price. |
(3) |
The options granted to Mr. McNulty expire a year from the date of his death, November 17, 2005. |
Number exercised |
Exercise price $ |
Market price at date of exercise $ |
Gain $(1) |
Exercisable date |
Expiry date |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Uzi
Zucker |
1,200 | 25.92 | 57.34 | 37,704 |
April 17,
2004 |
April 17,
2011 |
||||||||||||||||||||
1,200 | 22.57 | 57.34 | 41,724 |
Oct. 8,
2004 |
Oct. 8,
2011 |
|||||||||||||||||||||
1,200 | 27.88 | 57.34 | 35,352 |
Dec. 2,
2004 |
Dec. 2,
2012 |
|||||||||||||||||||||
1,200 | 34.45 | 57.34 | 27,468 |
Oct. 13,
2004 |
Oct. 13,
2013 |
(1) |
The total gain made by non-executive directors from share option exercises during the financial year ended November 30, 2005 was $142,248 (2004: $164,112). |
Accrued benefit(1) at Nov. 30, 2005 $000 |
Increase in accrued benefits including inflation $000 |
Increase/ (decrease) in accrued benefits net of inflation $000 |
Transfer value of increase in accrued benefits less inflation and net of directors contributions $000 |
Transfer value(2) at Dec. 1, 2004 $000 |
Transfer value(2) at Nov. 30, 2005 $000 |
Increase in transfer value net of directors contributions $000 |
Benefits paid during the year $000 |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Micky
Arison |
129 | 3 | (3 | ) | (23 | ) | 930 | 1,031 | 101 | 0 | ||||||||||||||||||||||||
Robert H.
Dickinson |
885 | 32 | (8 | ) | (87 | ) | 8,649 | 9,661 | 1,012 | 0 | ||||||||||||||||||||||||
Howard S.
Frank |
1,446 | 445 | 398 | 4,858 | 11,360 | 17,648 | 6,288 | 0 | ||||||||||||||||||||||||||
Peter G.
Ratcliffe |
748 | 24 | 5 | 89 | 12,326 | 13,504 | 1,178 | 0 |
(1) |
The accrued benefit is that pension which would be paid annually on retirement at the normal retirement age under the various defined benefit schemes described above based on service to November 30, 2005. |
(2) |
All transfer values have been calculated on the basis of actuarial advice in accordance with UK Actuarial Guidance Note GN11. The transfer values of the accrued entitlement represent the value of assets that the pension scheme would need to transfer to another pension provider on transferring the schemes liability in respect of the directors pension benefits. They do not represent sums payable to individual directors and, therefore, cannot be added meaningfully to annual remuneration. |