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Royal Caribbean Cruises Ltd. – ‘8-K’ for 6/1/23

On: Friday, 6/2/23, at 4:31pm ET · For: 6/1/23 · Accession #: 1104659-23-67592 · File #: 1-11884

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/02/23  Royal Caribbean Cruises Ltd.      8-K:5       6/01/23   10:211K                                   Toppan Merrill/FA

Current Report — Form 8-K

Filing Table of Contents

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‘8-K’ — Current Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM i 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): i June 1, 2023

	i ROYAL CARIBBEAN CRUISES LTD.
	(Exact Name of Registrant as Specified in Charter)

	Republic of i Liberia
	(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:

	i ¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	i ¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	i ¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	i ¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company i ¨

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. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, held June 1, 2023, the Company’s shareholders voted on the following four proposals and cast their votes as described below.

Election of Directors

Director Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
John F. Brock		182,411,849		3,565,498		263,705		29,726,805
Richard D. Fain		180,827,666		5,161,151		252,235		29,726,805
Stephen R. Howe, Jr.		179,621,161		6,352,907		266,984		29,726,805
William L. Kimsey		179,740,974		6,231,150		268,928		29,726,805
Michael O. Leavitt		185,173,039		798,791		269,222		29,726,805
Jason T. Liberty		183,825,503		2,142,935		272,614		29,726,805
Amy McPherson		184,741,278		1,241,305		258,469		29,726,805
Maritza G. Montiel		183,160,156		2,816,965		263,931		29,726,805
Ann S. Moore		182,355,279		3,624,900		260,873		29,726,805
Eyal M. Ofer		180,962,756		5,005,713		272,583		29,726,805
Vagn O. Sørensen		171,742,220		14,223,952		274,880		29,726,805
Donald Thompson		184,356,648		1,616,115		268,289		29,726,805
Arne Alexander Wilhelmsen		180,991,191		4,980,712		269,149		29,726,805
Rebecca Yeung		184,649,937		1,326,988		264,127		29,726,805

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.

Advisory Approval of the Company’s Compensation of Its Named Executive Officers

	Number
Votes For		180,985,216
Votes Against		4,924,854
Abstentions		330,982
Broker Non-Votes		29,726,805

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.

Advisory Vote on the Frequency of Shareholder Votes on Executive Compensation

	Number
One Year		184,029,770
Two Years		228,092
Three Years		1,906,332
Abstentions		76,858
Broker Non-Votes		29,726,805

Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement for the Annual Meeting and as voted by the shareholders at the Annual Meeting, the Company has adopted a policy to hold an advisory shareholder vote on executive compensation every year. This policy will remain in effect until the next shareholder advisory vote on the frequency of shareholder advisory votes on executive compensation.

Ratification of the Auditors

	Number
Votes For		210,973,214
Votes Against		4,695,296
Abstentions		299,347

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, having received the affirmative vote of a majority of the votes cast.

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 2, 2023	By:	/s/ *R. Alexander Lake*
		Name:	R. Alexander Lake
		Title:	Senior Vice President, Chief Legal Officer & Corporate Secretary

Dates Referenced Herein

This ‘8-K’ Filing	Date	Other Filings

	12/31/23	None on these Dates
Filed on:	6/2/23
For Period end:	6/1/23
		List all Filings

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Filing Submission 0001104659-23-067592 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)