UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 24, 2013
| Carnival Corporation |
Carnival plc | |
| (Exact name of registrant | (Exact name of registrant | |
| as specified in its charter) | as specified in its charter) |
| Republic of Panama |
England and Wales | |
| (State or other jurisdiction | (State or other jurisdiction | |
| of incorporation) | of incorporation) |
|
1-9610 |
1-15136 | |
| (Commission File Number) | (Commission File Number) |
| 59-1562976 |
98-0357772 | |
| (IRS Employer | (IRS Employer | |
| Identification No.) | Identification No.) |
| 3655 N.W. 87th Avenue Miami, Florida 33178-2428 United States of America |
Carnival House 5 Gainsford Street London SE1 2NE United Kingdom | |
| (Address of principal | (Address of principal | |
| executive offices) (Zip Code) |
executive offices) (Zip Code) |
| (305) 599-2600 |
011 44 20 7940 5381 | |
| (Registrant’s telephone number, | (Registrant’s telephone number, | |
| including area code) | including area code) |
|
None |
None | |
| (Former name or former address, | (Former name or former address, | |
| if changed since last report.) | if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (b) | Resignation of Chief Executive Officer |
Micky Arison, Chief Executive Officer of Carnival Corporation and Carnival plc (together, the “Companies”), has notified the Companies that he will be resigning as the Chief Executive Officer of the Companies, effective July 3, 2013.
| (c) | Appointment of New Chief Executive Officer |
On June 24, 2013, the Boards of Directors of the Companies (the “Board”) appointed Arnold W. Donald, 58, a current member of the Board, to the office of Chief Executive Officer of the Companies, effective July 3, 2013. Mr. Donald has been a director of Carnival Corporation since 2001 and a director of Carnival plc since 2003. Mr. Donald is a Principal of AWDPLC LLC, a private investment company. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to June 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal® and Canderel® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000 he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He has been a member of the boards of directors of Bank of America Corporation since January 2013, Crown Holdings, Inc. since July 1999 and The Laclede Group, Inc. since January 2003. He was a member of the board of Oil-Dri Corporation of America from December 1997 to January 2013 and The Scotts Company from March 2000 to January 2009.
The terms of Mr. Donald’s compensation for his service as Chief Executive Officer are being considered by the Compensation Committee and will be disclosed in a report on Form 8-K once finalized. Mr. Donald will no longer receive compensation for his services as a director.
The Companies issued a press release announcing the resignation of Mr. Arison and the appointment of Mr. Donald, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits.
| (d) | Exhibits. |
99.1 Press Release dated June 25, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARNIVAL CORPORATION | CARNIVAL plc | |
| By: /s/ Arnaldo Perez | By: /s/ Arnaldo Perez | |
| Name: Arnaldo Perez | Name: Arnaldo Perez | |
| Title: Senior Vice President, | Title: Senior Vice President, | |
| General Counsel & | General Counsel & | |
| Secretary | Company Secretary | |
| Date: June 25, 2013 | Date: June 25, 2013 |
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release dated June 25, 2013 | |
Exhibit 99.1
CARNIVAL CORPORATION & PLC TO SPLIT ROLES OF CHAIRMAN AND CEO
MIAMI (June 25, 2013) – Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced its plan to split the roles of chairman and chief executive officer. Micky Arison will continue to serve as Chairman of the Board of the company and Arnold W. Donald, a highly experienced and respected business leader who has served on the company’s board for the past 12 years, will assume the CEO role effective July 3.
Arison became CEO in 1979. At that time the company was privately held and operated three cruise ships under one brand, generating $44 million in revenues and carrying approximately 160,000 passengers a year. By 1987, Carnival Cruise Lines had become the world’s largest cruise operator and Arison took the company public. Working in partnership with current vice chairman and COO Howard Frank, Arison led the company through an aggressive expansion that included the acquisition of several iconic cruise brands, including Holland America Line, Costa Cruises, Cunard and Seabourn. In 2003, a merger between Carnival Corporation and P&O Princess Cruises plc – comprised of Princess Cruises, P&O Cruises (UK), P&O Cruises (Australia), and German cruise brand AIDA – was completed, creating the first global cruise operator and one of the largest leisure travel companies in the world. In addition, the company undertook an ambitious schedule of new ship introductions. Under Arison’s leadership, Carnival Corporation & plc has grown to more than 100 ships, carrying 10 million passengers a year and generating more than $15 billion in annual revenues.
In his role as chairman, Arison will continue to provide board level oversight for the company and will remain the company’s largest shareholder. Donald will lead the executive team, initially focusing on achieving the company’s long-term strategic goals while working directly with the operating brand executives. Frank will continue to serve in his current role as vice chairman and COO of the company, supporting Donald in working with the corporate level executive team. The move has received unanimous approval from the company’s nominating and governance committee as well as the full board of directors.
“I have been discussing this with the board for some time now and feel the timing is right to align our company with corporate governance best practices and turn over the reins after 34 years as CEO,” said Arison. “Arnold is an exceptional professional with extensive experience in organizational leadership who will bring a fresh perspective to the company. I have come to value and rely on his judgment and insight during the 12 years he has served on the company’s board and I am very confident in his ability to move the organization forward.” Arison added, “As chairman, I will still be working closely with Arnold to ensure a great future for all our stakeholders.”
Donald’s expansive career includes numerous global leadership roles including a large publicly traded company, private equity firms, governmental appointments and large not-for-profits as well as serving on boards of directors on companies across many business sectors. He has a strong working knowledge of the cruise business gained through 12 years serving on the Carnival board. Donald founded and led Merisant, a company whose products include tabletop sweetener brands Equal and Canderel. He also held multiple senior management roles at Monsanto over the course of 20-plus years, including president of the company’s consumer and nutrition sector and president of its agricultural sector. Additionally, Donald is former president and CEO of the Executive Leadership Council, a professional network and leadership forum for African-American executives of Fortune 500 companies. Donald has also held roles within a number of civic and charitable organizations including serving as president and CEO of the Juvenile Diabetes Research Foundation International. Donald also currently serves on the board of Bank of America Corporation. He will continue to serve on Carnival’s board of directors but will relinquish his committee roles.
“I am honored and privileged to have this opportunity to lead the next stage of growth for Carnival Corporation & plc,” said Donald. “As a board member, I have come to know Micky, Howard and the company well. I have a first-hand appreciation of what it has taken to develop this highly successful business, an understanding for the dynamics and challenges we face, and a great deal of confidence in the company’s management team and their ability to execute. I have enormous respect for Micky as a visionary in our industry, and as the builder and leader of
Carnival. I have come to know many of the talented professionals who work within Carnival during my time on the board and I look forward to working with the company’s many stakeholders including our 90,000 employees, 10 million guests, thousands of travel agent partners, vendors and shareholders around the globe.”
Carnival Corporation & plc is the largest cruise company in the world, with a portfolio of cruise brands in North America, Europe, Australia and Asia, comprised of Carnival Cruise Lines, Holland America Line, Princess Cruises, Seabourn, AIDA Cruises, Costa Cruises, Cunard, Ibero Cruises, P&O Cruises (Australia) and P&O Cruises (UK).
Together, these brands operate 102 ships totaling 209,000 lower berths with seven new ships scheduled to be delivered between May 2014 and April 2016. Carnival Corporation & plc also operates Holland America Princess Alaska Tours, the leading tour company in Alaska and the Canadian Yukon. Traded on both the New York and London Stock Exchanges, Carnival Corporation & plc is the only group in the world to be included in both the S&P 500 and the FTSE 100 indices.
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| MEDIA CONTACT | INVESTOR RELATIONS CONTACT | |
| Jennifer de la Cruz | Beth Roberts | |
| 1 305 599 2600, ext. 16000 | 1 305 406 4832 |