Carnival (CCL) Proxy Filing summary

Executive summary

• Achieved record revenues of $26.6 billion and operating income of $4.5 billion in 2025, with customer deposits up nearly 7% year over year.

• Completed a $19 billion refinancing plan, reduced total debt by over $10 billion since January 2023, and reinstated dividends.

• Announced plans to unify the dual-listed company structure under a single entity and shift legal incorporation to Bermuda in 2026.

• Opened new exclusive destinations and expanded sustainability initiatives, including a 20% reduction in greenhouse gas emissions intensity since 2019.

Voting matters and shareholder proposals

• Shareholders will vote on 19 proposals, including re-election of 11 directors, executive compensation, auditor appointments, share allotment, pre-emption rights, and share buybacks.

• Boards unanimously recommend voting in favor of all proposals.

• Proposals include advisory votes on executive compensation and the Carnival plc Directors' Remuneration Report.

Board of directors and corporate governance

• 9 of 11 directors are independent; all board committees are fully independent.

• Board skills include finance, maritime, governance, technology, and international experience.

• Annual board and committee evaluations are conducted, with recent board refreshment and orientation programs.

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

• Proposed unification of the dual-listed structure aims to streamline governance and increase liquidity.