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Norwegian Cruise Line Holdings Ltd.

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

View on SEC.gov

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

Terms Used in this Proxy Statement

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Can I revoke a proxy?

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If you are a shareholder of record, you may revoke your proxy at any time before the Annual General Meeting by delivering a written notice of revocation to our General Counsel and Secretary at 7665 Corporate Center Drive, Miami, Florida 33126, prior to the Annual General Meeting, by submitting a later-dated proxy via the Internet, by telephone or by mail by the deadline specified on the Notice of Internet Availability or proxy card (only your latest proxy submitted prior to the Annual General Meeting will be counted), or by attending the Annual General Meeting and voting in person. If your shares are held in street name through a bank, broker or other

nominee, you may change any previous voting instructions by submitting new voting instructions to the bank, broker or nominee holding your shares by the deadline specified on the Notice of Internet Availability or voting instruction form or by attending the Annual General Meeting and voting in person if you have obtained a legal proxy from the bank, broker or nominee giving you the right to vote the shares at the Annual General Meeting. Attendance at the Annual General Meeting will not by itself constitute a revocation of any proxy or voting instructions.

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Who can help answer my questions?

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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

Presentation of Financial Statements

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In accordance with the Bermuda Companies Act 1981, as amended, and bye-law 76 of our Company, our Company’s audited financial statements for the year ended December 31, 2025 will be presented at the

Annual General Meeting. Our Board has approved these statements. There is no requirement under Bermuda law that these statements be approved by shareholders, and no such approval will be sought at the meeting.

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Terms Used in this Proxy Statement

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Unless otherwise indicated or the context otherwise requires, references in this Proxy Statement to (i) “Oceania Cruises” refers to the Oceania Cruises brand, (ii) “Adjusted EBITDA” refers to a non-GAAP metric calculated in the same manner as Adjusted EBITDA presented in our Annual and Quarterly Reports on Forms 10-K and 10-Q, (iii) “Adjusted EPS” refers to a non-GAAP metric calculated in the same manner as Adjusted EPS presented in our Annual and Quarterly Reports on Forms 10-K and 10-Q. In connection with our short- and long-term incentives, Adjusted EPS results are further adjusted for: (a) fuel rates, (b) foreign exchange rates, (c) significant acquisitions and joint ventures, and (d) other one-time adjustments in our Compensation Committee’s discretion, (iv) “Adjusted ROIC” refers to a non-GAAP metric that is an amount expressed as a percentage equal to (a) Adjusted EBITDA less depreciation and amortization, divided by (b) ROIC. In connection with our long-term incentives, Adjusted ROIC results are further adjusted for: (a) fuel

rates, (b) foreign exchange rates, (c) significant acquisitions and joint ventures, (d) newly ordered vessels or newly ordered vessels and major development projects, and (e) other one-time adjustments in our Compensation Committee’s discretion, (v) “ROIC” refers to an amount expressed as a percentage equal to (a) operating income, divided by (b) the sum of total long-term debt and shareholders’ equity as of the end of a respective quarter, averaged for the most recent five fiscal quarters ending with the last date of the applicable fiscal year, (vi) “Adjusted Operational EBITDA Margin” refers to Adjusted EBITDA divided by gross margin adjusted for payroll and related, fuel, food, other and ship depreciation. Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation. In connection with our long-term incentives, Adjusted Operational EBITDA Margin results are further adjusted for: (a) fuel rates, (b) foreign exchange rates, (c) significant acquisitions and joint ventures, and (d) other one-time adjustments in

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ContentsView on SEC.gov

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