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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/03/22 Royal Caribbean Cruises Ltd. 8-K:5,9 6/02/22 11:390K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-10.1 Material Contract HTML 105K 6: R1 Cover HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2217614d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- rcl-20220602_lab XML 96K 5: EX-101.PRE XBRL Presentations -- rcl-20220602_pre XML 64K 3: EX-101.SCH XBRL Schema -- rcl-20220602 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-22-068159-xbrl Zip 36K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i June 2, 2022
| (Exact Name of Registrant as Specified in Charter) | ||
| (State or Other Jurisdiction of Incorporation) |
| i 1-11884 | i 98-0081645 | |||
|
(Commission File Number) |
(IRS Employer Identification No.) |
|||
| i 1050 Caribbean Way, i Miami, i Florida | i 33132 | |||
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code: i 305- i 539-6000
Not Applicable |
||
| (Former Name or Former Address, if 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common stock, par value $0.01 per share | i RCL | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2022, the shareholders of Royal Caribbean Cruises, Ltd. (the “Company”) approved the adoption of the Amended and Restated 2008 Equity Incentive Plan (the “Amended Plan”), which had been approved by the Board of Directors subject to shareholder approval. The Amended Plan, among other things, increases the aggregate number of shares of the Company’s common stock available for grant by 9,500,000 shares and extends the term of the Amended Plan through April 11, 2032.
A more detailed summary of the Amended Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022 (the “Proxy Statement”). The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held June 2, 2022, the Company’s shareholders voted on the following four proposals and cast their votes as described below.
Proposal 1 – Election of Directors
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| John F. Brock | 184,453,057 | 5,391,269 | 655,495 | 28,654,046 | ||||||||||||
| Richard D. Fain | 184,772,076 | 5,084,893 | 642,852 | 28,654,046 | ||||||||||||
| Stephen R. Howe, Jr. | 181,751,853 | 7,939,646 | 808,322 | 28,654,046 | ||||||||||||
| William L. Kimsey | 182,487,601 | 7,352,813 | 659,407 | 28,654,046 | ||||||||||||
| Michael O. Leavitt | 188,795,869 | 1,030,527 | 673,425 | 28,654,046 | ||||||||||||
| Jason T. Liberty | 188,037,903 | 1,808,333 | 653,585 | 28,654,046 | ||||||||||||
| Amy McPherson | 187,783,397 | 2,064,127 | 652,297 | 28,654,046 | ||||||||||||
| Maritza G. Montiel | 186,168,207 | 3,676,080 | 655,534 | 28,654,046 | ||||||||||||
| Ann S. Moore | 186,187,589 | 3,659,402 | 652,830 | 28,654,046 | ||||||||||||
| Eyal M. Ofer | 183,977,223 | 5,864,620 | 657,978 | 28,654,046 | ||||||||||||
| William K. Reilly | 187,618,402 | 2,226,421 | 654,998 | 28,654,046 | ||||||||||||
| Vagn O. Sørensen | 179,310,198 | 10,529,693 | 659,930 | 28,654,046 | ||||||||||||
| Donald Thompson | 186,594,836 | 3,247,702 | 657,283 | 28,654,046 | ||||||||||||
| Arne Alexander Wilhelmsen | 184,042,147 | 5,804,748 | 652,926 | 28,654,046 | ||||||||||||
Each of the fourteen nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.
Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers
| Number | ||||
| Votes For | 147,879,905 | |||
| Votes Against | 38,419,788 | |||
| Abstentions | 4,200,128 | |||
| Broker Non-Votes | 28,654,046 | |||
The compensation of our named executive officers was approved on an advisory basis, having received the affirmative vote of a majority of the votes cast.
C:
Proposal 3 – Ratification of the Auditors
| Number | ||||
| Votes For | 212,255,734 | |||
| Votes Against | 6,155,796 | |||
| Abstentions | 742,337 | |||
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, having received the affirmative vote of a majority of the votes cast.
Proposal 4 – Approval of the Amended and Restated 2008 Equity Incentive Plan
| Number | ||||
| Votes For | 184,925,808 | |||
| Votes Against | 3,999,088 | |||
| Abstentions | 1,574,925 | |||
| Broker Non-Votes | 28,654,046 | |||
The Amended and Restated 2008 Equity Incentive Plan was approved, having received the affirmative vote of a majority of the votes cast.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 – Amended and Restated 2008 Equity Incentive Plan
Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROYAL CARIBBEAN CRUISES LTD. | ||||
| Date: | June 3, 2022 | By: | /s/ R. Alexander Lake | |
| Name: |
Senior Vice President, Chief Legal Officer & Corporate Secretary | |||
| Title: | ||||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/11/32 | ||||
| 12/31/22 | ||||
| Filed on: | 6/3/22 | |||
| For Period end: | 6/2/22 | 4, DEF 14A | ||
| 4/19/22 | DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 Royal Caribbean Cruises Ltd. 10-K 12/31/23 121:18M 2/23/23 Royal Caribbean Cruises Ltd. 10-K 12/31/22 123:20M 8/11/22 Royal Caribbean Cruises Ltd. S-8 8/11/22 5:83K Toppan Merrill/FA 7/29/22 Royal Caribbean Cruises Ltd. 10-Q 6/30/22 109:21M |