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): April 13, 2005
CARNIVAL CORPORATION CARNIVAL PLC
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
REPUBLIC OF PANAMA ENGLAND AND WALES
(State or other jurisdiction of incorporation) (State or other jurisdiction of incorporation)
1-9610 1-15136
(Commission File Number) (Commission File Number)
59-1562976 98-0357772
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
3655 N.W. 87TH AVENUE CARNIVAL HOUSE,
MIAMI, FLORIDA 33178-2428 5 GAINSFORD STREET,
UNITED STATES OF AMERICA LONDON, SE1 2NE,
UNITED KINGDOM
(Address of principal executive offices) (Address of principal executive offices)
(Zip code) (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, if (Former name or former address, if
changed since last report) 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 registrant under any of
the following provisions (SEE General Instruction A.2. below):
[_] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On Wednesday, April 13, 2005, the shareholders of Carnival Corporation
and Carnival plc approved the Amended and Restated Outside Director Stock Plan
and the Carnival plc 2005 Employee Share Plan.
(a) THE AMENDED AND RESTATED OUTSIDE DIRECTOR STOCK PLAN
On April 13, 2005, our shareholders approved the Amended and Restated
2001 Outside Director Stock Plan (the "Outside Director Plan"), primarily in
order (i) to increase the number of shares of Carnival Corporation common
stock which may be issued under the Outside Director Plan from 800,000 to
1,000,000, (ii) to permit awards of restricted stock and restricted stock
units, (iii) to increase in the number of shares of Carnival Corporation
common stock subject to the automatic annual award grant from 6,000 to 10,000
shares (determined as described below), (iv) to change the name of the 2001
Outside Director Stock Option Plan to the 2001 Outside Director Stock Plan to
reflect the amendment of the plan to permit awards of restricted stock and
restricted stock units, (v) to allow the Compensation Committee discretion in
determining whether grants of annual awards are to be in the form of stock
options, restricted stock, restricted stock units or any combination thereof
(as described further below) and (vi) to reflect the changes to Carnival
Corporation common stock as a result of the dual listed company structure,
which requires that each share of common stock be paired with a share of
beneficial interest (a "trust share") in the P&O Princess Special Voting Trust
(a share of Carnival Corporation common stock and the paired trust share are
collectively referred to in this description as a "share").
The purpose of the Outside Director Plan is to provide our outside
(non-executive) directors with the opportunity to acquire a proprietary
interest in Carnival Corporation. The Outside Director Plan is administered by
the Compensation Committee of Carnival Corporation. The Compensation Committee
has no discretion to determine the non-executive directors to whom awards are
granted, the number of shares to be covered by each annual award or, with
respect to options, the option price or the exercise period.
All of our directors who are not employees of Carnival Corporation or
Carnival plc or any of their subsidiaries are eligible to participate in the
Outside Director Plan. As of the date of the Annual Meeting, 10 persons were
eligible to participate in the Outside Director Plan. However, A. Kirk
Lanterman has agreed not to receive compensation for his services as a
non-executive director and, as a result, will not receive awards under the
Outside Director Plan. In addition, Baroness Hogg and Sir John Parker, as UK
non-executive directors, have elected not to receive options under the Outside
Director Plan. However, these UK directors will accept restricted stock and/or
restricted stock unit awards under the Outside Director Plan.
The Outside Director Plan provides for the granting of annual awards
of options to purchase shares of Carnival Corporation common stock, restricted
shares of Carnival Corporation common stock and/or restricted stock units to
our non-executive directors, being directors who are not employees of Carnival
Corporation or Carnival plc or any of their subsidiaries. None of the awards
relates to Carnival plc ordinary shares. Each
award granted under the Outside Director Plan is governed by an award
agreement between Carnival Corporation and the director.
The number of shares issuable pursuant to awards granted under the
Outside Director Plan is subject to adjustment in the event of any stock
split, stock dividend, stock change, reclassification, recapitalization or
combination of shares which changes the character or amount of the outstanding
shares after the date of grant of any award. The maximum number of shares
which may be made subject to awards under the Outside Director Plan is
1,000,000.
The Outside Director Plan provides that it will terminate, unless
earlier terminated as provided therein, on January 1, 2011. The boards of
directors may amend the Outside Director Plan at any time and from time to
time in such respects as it may deem advisable, subject to any shareholder or
regulatory approval required by law or the rules of any stock exchange on
which shares may be traded.
(b) CARNIVAL PLC 2005 EMPLOYEE SHARE PLAN
On April 13, 2005, our shareholders adopted the Carnival plc 2005
Employee Share Plan (the "PLC Share Plan"). The PLC Share Plan will replace
the Carnival plc Executive Share Option Plan and no further options will be
granted under that plan. The PLC Share Plan is designed for maximum
flexibility as to the types of options and other share awards that may be
granted to employees and executive directors. The PLC Share Plan will allow
the Compensation Committees to tailor equity compensation policies for the
various operating companies under Carnival plc that are competitive in their
respective employment markets, as well as strengthen Carnival plc's ability to
recruit and retain talented employees and more closely align their interests
with those of shareholders.
The PLC Share Plan allows three types of awards to be granted:
options to purchase Carnival plc ordinary shares; restricted shares of
Carnival plc ordinary shares; and restricted share units. These may be granted
separately to any eligible employee or in any combination that the
Compensation Committee may decide. The Compensation Committee will determine
the value of any award to be granted to an individual taking into account an
individual's present and potential contribution to the success of Carnival
Corporation & plc and the market practice for companies with global operations
in the country where a participant is based.
The PLC Share Plan will be administered by the Compensation
Committee. Subject to the limitations described below, the Compensation
Committee has discretion to determine the type of award granted and has
authority to interpret the PLC Share Plan and to make all determinations
deemed necessary and advisable for its administration.
The PLC Share Plan provides that all employees of Carnival plc and
its subsidiaries (the "PLC Group") are eligible to participate in the PLC
Share Plan at the discretion of the Compensation Committee. It is anticipated
that awards will be granted primarily to management and supervisory level
employees, including executive directors.
Awards will usually be granted to eligible employees on an annual
basis. However, the Compensation Committee has discretion to grant additional
awards to eligible employees at any time during the year when it deems
advisable. Awards may not be granted when dealings in Carnival plc ordinary
shares would not be permitted under the UK Listing Authority's Model Code on
restrictions in dealing in securities. Benefits under the PLC Share Plan will
not be pensionable.
The maximum number of Carnival plc ordinary shares that may be
issued pursuant to awards under the PLC Share Plan when aggregated with any
ordinary shares issued or remaining issuable pursuant to rights granted in any
ten-year period under any employee share plan adopted by Carnival plc, may not
exceed 10% of Carnival plc's issued ordinary share capital from time to time,
provided that no more than 3.5 million shares may be issued upon the exercise
of incentive stock options.
The Compensation Committee may amend the PLC Share Plan. However, the
provisions governing eligibility requirements, equity dilution and the
adjustments that may be made following a rights issue or any other variation
of capital cannot be altered to the advantage of eligible employees or
participants without the prior approval of Carnival plc's shareholders (except
for minor amendments to benefit the administration of the PLC Share Plan, to
take account of a change in legislation or developments in the law affecting
the PLC Share Plan, or to obtain or maintain favorable tax, exchange control
or regulatory treatment for participants in the PLC Share Plan or any member
of the PLC Group). In addition, no alteration may be made that would
materially affect any subsisting rights of any participants without their
prior consent. The Compensation Committee intends to adopt a sub-plan to the
PLC Share Plan under which Inland Revenue approved options capable of
attracting preferential tax treatment may be granted to UK employees. The
Compensation Committee may adopt further sub-plans to the PLC Share Plan
without shareholder approval to take account of tax, exchange control or
securities laws which apply to employees in countries outside the UK. Shares
made available under any sub-plan will count towards equity dilution limits.
The PLC Share Plan will terminate ten years from the date of approval by the
shareholders of Carnival plc, except that the rights of existing participants
will not be affected by any termination.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned, hereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Arnaldo Perez /s/ Arnaldo Perez
-------------------------------------- --------------------------------------
Name: Arnaldo Perez Name: Arnaldo Perez
Title: Senior Vice President, General Title: Senior Vice President, General
Counsel and Secretary Counsel and Company Secretary
Date: April 19, 2005 Date: April 19, 2005