Norwegian Cruise Line Holdings Ltd.

For the period ended Jun 11, 2026. Filed Apr 30, 2026.

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 11, 2026 · Filed Apr 30, 2026

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

See the whole filing, with its images and exhibits

Contents

PROXY SUMMARY

2026 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 11, 2026 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Waterford District Drive Miami, Florida 33126	April 15, 2026

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

Shareholders 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 I directors			FOR each director nominee
				Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)			FOR
				Approval, on a non-binding, advisory basis, of the frequency of our future Say-on-Pay Votes			1 YEAR
				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, 2026, and the determination of PwC’s remuneration by our Audit Committee			FOR
				To consider and vote upon one shareholder proposal described in this Proxy Statement, if properly presented			AGAINST

2026 Proxy Statement /1

Board Nominees

		Class I (Term to Expire in 2029)


Zillah Ellen Byng-Thorne	51	2022	Chief Executive Officer, Dignity plc	• Audit • Nominating & Governance (Chairperson)	• Trustpilot Group plc(1)
Alex Cruz (Lead Independent)	60	2026	Senior Advisor, McKinsey & Company and Former Chairman and Chief Executive Officer, British Airways Plc	• Audit • Compensation
Linda P. Jojo	60	2025	Former Executive Vice President and Chief Customer Officer, United Airlines Holdings, Inc.	• Nominating & Governance • TESS(2) (Chairperson)	• Exelon Corporation • Bunge Global SA

Directors Continuing in Office

		Class II (Term Expires in 2027)


John W. Chidsey (Chairperson)	63	2025(3)	—	President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.	—	• HCA Healthcare, Inc.
Kevin A. Lansberry	62	2026		Former Executive Vice President and Chief Financial Officer, Disney Experiences, The Walt Disney Company	• TESS
Stephen G. Pagliuca	71	2026		Senior Advisor and Former Managing Partner and Co-Chairman, Bain Capital, L.P.	• Compensation (Chairperson) • Nominating & Governance	• Coherent Corp. • Gartner, Inc.

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		Class III (Term Expires in 2028)


José E. Cil	56	2023	Senior Partner and Global Head of Consumer and Chairman of Restaurant Portfolio, JAB Holding Company S.a.r.l.	• Audit (Chairperson) • TESS
Jonathan Z. Cohen	55	2026	Founder, CEO and President, Hepco Capital Management, LLC	• Audit • Compensation	• Marathon Petroleum Corporation • Crane Harbor Acquisition Corp. II
Brian P. MacDonald	60	2026	President and CEO, CDK Global, Inc.	• Nominating & Governance • TESS	• Suncor Energy Inc.

(1)

London Stock Exchange (LSE) listed

(2)

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

(3)

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

2026 Proxy Statement /3

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.(1)

(1)

Mr. Chidsey was previously on the Board from April 2013 to January 2022 and rejoined the Board in February 2025. Tenure figures presented include his previous service.

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Corporate Governance Information

2026 Proxy Statement /5

Executive Compensation Highlights

2025 Annual Performance Incentive Metrics

January 1, 2025 – December 31, 2025 Performance Period

Adjusted EPS is a non-GAAP financial metric. See Appendix B for reconciliations to the nearest GAAP financial metrics.

2025 Equity Awards

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

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WHAT WE DO		WHAT WE DON’T DO
	Annual cash performance incentives are generally 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

2026 Proxy Statement /7

7665 Corporate Center Drive

Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

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 2026 to be held at the Pullman Miami, 5800 Waterford District Drive, Miami, Florida 33126, on Thursday, June 11, 2026 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 2025 Annual Report to Shareholders, which includes our 2025 financial statements (“2025 Annual Report”), were first made available to shareholders on or about April 30, 2026.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 11, 2026
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2025 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 2025 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.

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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.