Norwegian Cruise Line Holdings Ltd

For the period ended Jun 12, 2025. Filed Apr 29, 2025.

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.

Jun 12, 2025 · Filed Apr 29, 2025

Use the contents to explore the available documents and sections.

NCLH$17.92+0.9%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

2025 Annual General Meeting of Shareholders

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.


DATE AND TIME	PLACE	RECORD DATE
Thursday, June 12, 2025 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Waterford District Drive Miami, Florida 33126	April 2, 2025

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5834

Banks and Brokers may call collect: (212) 750-5833

Shareholder Voting Matters

							BOARD RECOMMENDATION
				Election of three Class III directors			FOR each director nominee
				Approval, on a non-binding, advisory basis, of the compensation of our named executive officers			FOR
				Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan			FOR
				Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2025, and the determination of PwC’s remuneration by our Audit Committee			FOR

2025 Proxy Statement /1

Board Nominees

		Class III (Term to Expire in 2028)


José E. Cil	55	2023		Former Chief Executive Officer, Restaurant Brands International Inc.	• TESS(1) (Chairperson) • Audit
Harry C. Curtis	67	2021		Former Managing Director, Nomura Instinet	• Audit (Chairperson) • Compensation
Harry Sommer	57	2023	—	President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.

Directors Continuing in Office

		Class I (Term Expires in 2026)

· · · · Name · · · Age · · · Director Since · · · Independent · · · Occupation · · · Committee Memberships · · · Other Current Public Company Boards ·
			David M. Abrams			58			2014					Founder and Co-Managing Partner, Velocity Capital Management			• Nominating & Governance • TESS
			Zillah Byng-Thorne			50			2022					Chief Executive Officer, Dignity plc			• Audit • Compensation • Nominating & Governance			• Trustpilot Group plc(2)

		Class II (Term Expires in 2027)


John Chidsey	62	2025(3)	Former Chief Executive Officer, Subway Restaurants	• Nominating & Governance (Chairperson) • Audit
Stella David (Chairperson)	62	2017	Former Chief Executive Officer, William Grant & Sons Limited	• Compensation • Nominating & Governance	• Entain plc(2)
Mary E. Landry	68	2018	Former Rear Admiral, U.S. Coast Guard	• Compensation (Chairperson) • TESS

(1)

Technology, Environmental, Safety and Security (“TESS”) Committee

(2)

London Stock Exchange (LSE) listed

(3)

Mr. Chidsey was previously on the Board from April 2013 to January 2022 and rejoined the Board in February 2025.

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PROXY SUMMARY

Director Skills and Experience

Our Board believes the mix of backgrounds and experience of our directors brings a diversity of perspective that strengthens our Board’s independent leadership and effective oversight of management.

2025 Proxy Statement /3

Corporate Governance Information

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PROXY SUMMARY

Executive Compensation Highlights

2024 Annual Performance Incentive Metrics

January 1, 2024 – December 31, 2024 Performance Period

2024 Equity Awards

Adjusted EBITDA, Adjusted EPS and Adjusted ROIC are non-GAAP financial metrics. See Appendix B for reconciliations to the nearest GAAP financial metrics.

2025 Proxy Statement /5

WHAT WE DO		WHAT WE DON’T DO
	Annual cash performance incentives earned based on pre-established targets for entity-wide performance		Provide excise tax “gross-ups” on 280G parachute payments
	All NEOs receive a combination of performance-based and time-based annual equity awards		Allow senior officers and directors to hedge, short-sell or pledge shares
	Robust share ownership policy		Provide “single-trigger” change in control payments or benefits
	Robust succession planning process		Reprice stock options without shareholder approval
	Comprehensive clawback policy covering both cash and equity		Provide automatic base salary increases for NEOs

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7665 Corporate Center Drive

Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our Board to be used at our annual general meeting for 2025 to be held at the Pullman Miami, 5800 Waterford District Drive, Miami, Florida 33126, on Thursday, June 12, 2025 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof (the “Annual General Meeting”).

As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.

Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2024 Annual Report to Shareholders, which includes our 2024 financial statements (“2024 Annual Report”), were first made available to shareholders on or about April 29, 2025.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 12, 2025
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2024 Annual Report are available on our website at www.nclhltd.com/investors. The information that appears on our website is provided for convenience only and is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2024 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltd.com/investors or at www.proxyvote.com.

2025 Proxy Statement /7

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