CARNIVAL PLC

For the period ended Apr 5, 2024. Filed Feb 23, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 5, 2024 · Filed Feb 23, 2024

CCL$29.58-0.0%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

			Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider.

You should read the entire Proxy Statement carefully before voting.

2023 Business Highlights

	Proxy Summary
	Corporate Governance Highlights

Corporate Governance Highlights

	Corporate Governance Best Practices
	10 of our 12 Director Nominees are independent, including all members of the Audit, Compensation, Compliance, Health, Environmental, Safety and Security (“HESS”) and Nominating & Governance (“N&G”) Committees Presiding Director and Senior Independent Director, with defined responsibilities 5 of our 12 Director Nominees are female and two are ethnically diverse Balance of new and experienced Directors Majority voting for Directors in uncontested elections Stock ownership policy for Directors and executives Director overboarding policy (included in our Corporate Governance Guidelines)			Regular shareholder engagement, including participation of independent Directors Annual Director evaluation and Committee assessment to ensure Board effectiveness All Directors attended over 75% of fiscal 2023 meetings Regular executive sessions of independent Directors Robust risk oversight Board review of our financial performance, strategy and succession planning Code of Business Conduct and Ethics Commitment to corporate social responsibility and sustainability

Our governance documents, including the Corporate Governance Guidelines, the Committee Charters and the Code of Business Conduct and Ethics, are available atcarnivalcorp.com/governance andcarnivalplc.com/governance.

2 |CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

	Proxy Summary
	Director Nominees at a Glance

Director Nominees at a Glance

	Proxy Summary
	Director Nominees at a Glance

Name and Occupation	Age	Carnival Corporation and Carnival plc Director Since	Committee Memberships
Micky Arison Chair of the Board of Directors, Carnival Corporation & plc	74	Carnival Corporation: 1987 Carnival plc: 2003
Sir Jonathon Band Former First Sea Lord and Chief of Naval Staff, the British Navy	74	2010	HESS (Chair), Compliance, N&G
Jason Glen Cahilly Chief Executive Officer, Dragon Group LLC	53	2017	Audit, Compensation
Nelda J. Connors Chairwoman and Chief Executive Officer, Pine Grove Holdings, LLC	58	Nominee	N/A
Helen Deeble Former Chief Executive Officer, P&O Ferries Division Holdings Ltd	62	2016	Compensation, HESS
Jeffrey J. Gearhart Former Executive Vice President, Global Governance and Corporate Secretary, Walmart, Inc.	59	2020	Compliance (Chair), HESS
Katie Lahey Former Chair, Korn Ferry Australasia	73	2019	HESS, N&G
Sara Mathew Former Chair, President and Chief Executive Officer, Dun & Bradstreet Corporation	68	2022	Audit
Stuart Subotnick President and Chief Executive Officer, Metromedia Company	82	Carnival Corporation: 1987 Carnival plc: 2003	N&G (Chair), Audit, Compliance
Laura Weil Founder and Managing Partner, Village Lane Advisory LLC	67	2007	Audit (Chair), Compensation, Compliance
Josh Weinstein President, Chief Executive Officer and Chief Climate Officer, Carnival Corporation & plc	49	2022
Randy Weisenburger Managing Member, Mile 26 Capital LLC	65	2009	Compensation (Chair), Compliance, HESS, N&G

4 |CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

	Proxy Summary
	Executive Compensation Highlights

Executive Compensation Highlights

COMPENSATION POLICIES AND PRACTICES

	What We Do				What We Don’t Do
	Independent Compensation Committees that review and approve all compensation for our Named Executive Officers Independent compensation consultant Annual Say-on-Pay vote Stock ownership policy for Directors and executive officers Compensation Committees assess compensation practices to deter excessive risk-taking Pay-for-performance philosophy Mix of compensation which includes short-term cash and long-term equity-based compensation Robust clawback policy that complies with SEC and corresponding NYSE Listed Company Manual 303A.14 (“NYSE 303A.14”) requirements				No guaranteed or unlimited incentive payouts in our annual bonus plan No evergreen provisions in our equity plan No short sales, short-term hedging or margin sales of our securities No stock option repricing No liberal share recycling of stock options or stock appreciation rights No pension plans or supplemental deferred compensation or retirement plans for our Named Executive Officers No single-trigger change in control equity vesting No Section 280G gross-up payments in the event of change of control

PRINCIPAL COMPENSATION OBJECTIVES

We believe that our executive compensation program should be appropriately tailored to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while

continuing to produce value for their shareholders over the long-term and supporting a strong focus on retention. Our executive compensation program is designed to:


	Reward results and effective strategic leadership through the use of both short-term and long-term incentives, taking into account each executive’s performance, experience and responsibilities.				Align executive interests with those of our shareholders by making a substantial portion of compensation at risk and performance-based.				Remain competitive in the marketplace in order to attract, motivate and retain our talent that we believe is necessary to achieve our financial and strategic goals.

	Proxy Summary
	Executive Compensation Highlights

TOTAL TARGET COMPENSATION MIX(1)

(1)

At-risk compensation includes the Annual Incentive Bonus that is subject to performance criteria and the Long-Term Equity Incentives that are subject to change in value based on share price movements during the vesting period.

SHAREHOLDER ENGAGEMENT

Carnival Corporation & plc has a long-standing shareholder outreach program and we believe constructive dialogue with our shareholders is a fundamental pillar of effective corporate governance. We engage routinely throughout the year with our shareholders on a variety of topics relevant to the long-term success of our business.

Our engagement program is primarily led by our investor relations team and members of senior management. In certain situations, meetings might include Chairs of Board Committees or our Presiding Director and Senior Independent Director (who is also the Chair of our Compensation Committees). Directors participate in select engagements to share their perspective and receive feedback directly from our shareholders. We believe this multifaceted shareholder engagement process allows for shareholder feedback and concerns to be appropriately considered and addressed by management and the Boards.

Throughout fiscal 2023, we engaged with a significant number of our shareholders. Our Chair of the Boards, Senior Independent Director and Presiding Director (who is also the Chair of our Compensation Committees) as well as our Chief Executive Officer (the “CEO”) and certain other members of senior management, participated in select meetings with shareholders during the year. Our dialogues covered several topics of significance to us and our shareholders, including:

Updates on our strategic, financial and operating priorities and recent performance;

Enhancements made to our executive compensation program and related disclosures for 2023;

Recent Board refreshment, Board composition and diversity; and

Progress on our environmental, health, safety and sustainability initiatives, including our emission reduction strategy.

We also engage with our retail shareholders throughout the year. Retail shareholders as well as all other shareholders are given the opportunity to attend our annual meetings of shareholders as well as ask questions and share their feedback with our Boards and management. In addition, our investor relations team responds to a significant number of questions and comments from retail shareholders every year and shares them with other departments and the Boards, as appropriate.

The feedback we receive in our meetings is shared with our senior management, full Boards and relevant Committees, who use it to inform decision-making regarding our practices, policies, and disclosures. For example, as described in our 2023 Proxy Statement, shareholder feedback has been an important input to our Compensation Committees’ decision-making process regarding our 2022 and 2023 compensation program structure and related disclosure enhancements. Shareholder input also informed our inclusion of a detailed skills matrix in this Proxy Statement, as shown below under “2024 Nominees for Election or Re-Election to the Boards” and enhancements to our fiscal 2023 Sustainability Report.

6 |CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

	Proxy Summary
	Executive Compensation Highlights

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

	PROTECTING THE ENVIRONMENT
	In 2021, we established goals for 2030 which incorporate six key focus areas listed below that align with elements of the United Nation’s Sustainable Development Goals and build on the momentum of our successful achievement of our 2020 sustainability goals: climate action; circular economy; good health and well-being; sustainable tourism; biodiversity and conservation; and diversity, equity and inclusion. A key focus of our sustainability efforts is climate action, which includes our commitment to reduce emissions. Our absolute GHG emissions peaked in 2011 and since that time we have decreased our emissions (on a tank-to-wake basis) by over 10%, despite capacity growth of 30% over the same period. In 2023 we continued to improve our industry-leading fuel-efficiency and pulled forward our GHG intensity reduction goal to 2026. Our revised reduction goal is to achieve 20% carbon intensity reduction by 2026 relative to our 2019 baseline measured in both grams of CO2e per available lower berth kilometer and kilograms of CO2e per available lower berth day (“ALBD”). We have a four-part strategy to help us achieve our GHG intensity reduction goals: • Fleet optimization: delivering larger, more efficient ships as part of our ongoing newbuild program, some of which may replace existing ships in our fleet • Energy efficiency: continuing to improve our existing fleet’s energy efficiency through investment in projects such as service power packages, air lubrication systems and expanding shore power capabilities • Itinerary efficiency: designing more energy-efficient itineraries and focusing on operational execution and investing in strategically located port and destination projects • New technologies and alternative fuels: investing in a first-of-its-kind lithium-ion battery storage system and exploring carbon capture and storage. We are also supporting the adaptation of alternative fuels, including biofuels such as methanol, which we are assessing as a future low GHG emission fuel option for our ships			In addition to our 2030 sustainability goals, we are also pursuing net zero emissions from ship operations by 2050, aligned with the International Maritime Organization’s revised strategy. Achieving this goal will require energy sources and technologies that do not yet exist. While fossil fuels are currently the only scalable and commercially viable option for our industry, we are closely monitoring technology developments and pioneering important sustainability initiatives in the cruise industry. We have partnered with companies, universities, research bodies, non-governmental organizations, and other key organizations to help identify and scale new technologies not yet ready for the cruise industry. We are piloting maritime scale battery technology, working with classification societies and other stakeholders to assess lower GHG emission fuel options for cruise ships and assessing carbon capture and storage technologies. We have successfully piloted the use of biofuel as a replacement for fossil fuel on three ships. To provide a path to net zero emissions, alternative low GHG emission fuels will be necessary for the maritime industry; however, there are significant supply challenges that must be resolved before viability is reached. We continue to make progress on the implementation of Service Power Packages, a comprehensive set of technology upgrades, including updates to ship hotel HVAC systems, technical systems upgrades, state-of-the-art LED lighting systems and remote monitoring and optimization of energy usage and performance, which will be implemented over the next several years across a portion of our fleet. The Service Power Package upgrades are part of our ongoing energy efficiency investment program and are expected to further improve energy savings and reduce fuel consumption. Upon completion, these upgrades are expected to deliver an average of 5-10% fuel savings per ship. We also have nine Air Lubrication Systems (“ALS”) currently operating in our fleet and have additional installations in progress and planned for the future. ALS cushion the flat bottom of a ship’s hull with air bubbles, which reduces the ship’s frictional resistance and the propulsive power required to drive the ship through the water, which generate approximately 5% savings in fuel consumption for propulsion and reductions in GHG emissions on ALS-equipped ships when operating in the appropriate speed range.

	Proxy Summary
	Executive Compensation Highlights

	We have eight LNG powered cruise ships in operation as of November 30, 2023 and three that are expected to join the fleet through 2025. In total, these 11 ships are expected to represent over 20% of our total future capacity by summer 2025. While LNG is a fossil fuel and generates GHG emissions, its direct CO2 emissions are lower than those of conventional fuels and it emits effectively zero sulfur oxides (only the sulfur in the pilot fuel is present), reducing nitrogen oxides by 85% and particulate matter by 95%-100%. Both on a tank-to-wake and well-to-wake basis when measured using the scientifically accepted 100-year global warming potential, LNG has lower overall GHG emissions than conventional fuels. In the absence of market-ready zero-emission fuels, LNG is currently the best readily available fuel to help reduce ship GHG emissions now. The types of engines that we use are subject to small amounts of methane slip (the passage of un-combusted methane through the engine). We are working closely with our engine manufacturers and other technology providers to further mitigate methane slip and we are part of the Methane Abatement in Maritime Innovation Initiative. We are also evaluating options to remove unburnt methane from exhaust streams.			We pioneered the use of Advanced Air Quality Systems on board our ships to aid in the reduction of sulfur and are promoting the use of shore power. We have also made significant strides in reducing waste and single use plastics as part of our efforts to meet our 2030 circular economy goals: • Achieved a 38% unit food waste reduction compared to 2019 • Continued to remove single-use plastic items from the fleet, having removed hundreds of millions of items since 2018 To incentivize performance on our sustainability priorities, our executive compensation program in 2023 also includes quantitative environmental and sustainability metrics in the Management Incentive Plan bonus and the performance-based equity grants.

	PROMOTING DIVERSITY AND INCLUSION
	We believe that creating an environment where diversity is welcomed and inclusion and belonging is fostered are not only important topics in corporations and boardrooms world-wide, but they are actions which are critically important to sustaining the success of our business. We strive to achieve greater performance through capturing the power of employee diversity across all elements such as race, ethnicity, age, gender and sexual orientation and identification. Accordingly, Josh Weinstein, our President, CEO and Chief Climate Officer, has committed to Catalyst’s “Catalyst CEO Champions for Change” initiative to support the advancement of women’s leadership and diversity in the workplace.			We are also a global partner of the International LGBTQ+ Travel Association (IGLTA), the world’s leading network of LGBTQ+ welcoming tourism businesses. Through our partnership, we will help promote equality and safety for LGBTQ+ tourism worldwide. Our efforts to promote diversity and inclusion have been recognized in 2023 with several top employer awards for advancing inclusion and supporting diversity in the workplace.

8 |CARNIVAL CORPORATION & PLC 2024 PROXY STATEMENT

	Proxy Summary
	Executive Compensation Highlights

	INVESTING IN OUR COMMUNITIES
	Sustainable tourism is one of our ongoing priorities. Every year we find new ways to foster shared value, mutual growth, and goodwill with our destination partners—and 2023 was no exception. We also seek out meaningful ways to help address pressing needs in destination communities. For example, in 2023 we began exploring collaborative waste management solutions with several Caribbean nations whereby we collect and transport recyclable materials to offshore recycling centers to help relieve local landfill volumes. We also extended a helping hand to fund recovery efforts in disaster-stricken areas in Hawaii and Acapulco. As part of our commitment to reduce food waste and help our destination communities, Costa Cruises, one of our brands, donates food to port communities served by Costa Cruises in partnership with local organizations. We also continued construction on a new cruise port destination, Celebration Key, which is expected to open in 2025 and will provide business opportunities for the residents of Grand Bahama with an estimated 1,000 local jobs.			Through Carnival Foundation, which oversees many of our philanthropic endeavors, we are also dedicated to creating positive change through empowering youth, enhancing education and strengthening families in the communities where we live and work. Carnival Foundation and the brands of Carnival Corporation & plc support a broad spectrum of organizations that positively impact thousands of youth and families each year through charitable giving, in-kind donations and volunteerism. Whether it is providing job training to the homeless, preserving and protecting the environment, furthering medical research or investing in our future through education and mentoring, the reach of Carnival Foundation is all-encompassing. During times of crisis, Carnival Foundation works closely with national and international relief organizations, coordinating corporate and employee donations for emergencies, such as hurricanes in the U.S. and in the Caribbean. Carnival Foundation’s contributions are spread to communities where the brands operate, but focus on organizations in South Florida, where Carnival Corporation & plc is headquartered.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.

About this filing

PROXY SUMMARY​

PROXY SUMMARY