Carnival (CCL) Proxy Filing summary

Executive summary

• Achieved record full-year revenues of $25 billion, up over 15% from prior year, and record operating income of $3.6 billion, up over 80% year-over-year; cash from operations reached nearly $6 billion.

• Reduced debt by over $8 billion since January 2023, with $27.5 billion in debt at year-end 2024; over $7 billion in debt prepayments since 2023.

• Welcomed three new ships in 2024 and advanced destination strategy with Celebration Key opening in 2025 and enhancements to Half Moon Cay.

• Reduced greenhouse gas emission intensity by 17.5% compared to 2019, on track for 20% reduction by 2026; absolute emissions down 10% since 2019 despite capacity growth.

Voting matters and shareholder proposals

• Shareholders to vote on 20 proposals, including re-election of 11 directors, advisory votes on executive compensation, approval of remuneration policy, auditor appointments, share allotment authorities, and amendment to the employee stock purchase plan.

• Boards unanimously recommend voting in favor of all proposals.

• Voting eligibility set for shareholders of record as of February 18, 2025 (Carnival Corporation) and April 14, 2025 (Carnival plc).

Board of directors and corporate governance

• 10 of 12 directors are independent; 5 are female and 2 are ethnically diverse.

• Annual board and committee evaluations, with independent third-party review every three years.

• Overboarding policy limits directors to four public boards; all directors compliant.

• Board refreshment ongoing, with five new directors since 2019; board size to reduce to 11 after 2025 meetings.

• Presiding Director and Senior Independent Director roles established.