Norwegian Cruise Line (NCLH) Proxy Filing summary

Executive summary

• Annual general meeting scheduled for June 12, 2025, with proxy materials available online and voting by internet, phone, or mail.

• Company operates three cruise brands, with 33 ships in service and 12 on order for delivery through 2036.

• Strategic vision focuses on people excellence, guest-centric product, long-term growth, and exceptional performance, underpinned by the Sail & Sustain sustainability program.

• 2024 financial performance showed $9.5B in revenue (+11% vs 2023), $910.3M net income (+448%), and $2.45B adjusted EBITDA.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2028: José E. Cil, Harry C. Curtis, and Harry Sommer.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of amendment to the 2013 Performance Incentive Plan, increasing shares available for grant by 3 million and extending plan term.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025 and approval of their remuneration.

Board of directors and corporate governance

• Board consists of eight directors, 87.5% independent, with an average tenure of 5.6 years.

• Board leadership is separated between an independent Chairperson and the CEO.

• All directors attended more than 75% of meetings; robust risk oversight and annual self-evaluations are in place.

• Shareholder rights include the ability to call special meetings, act by written consent, and majority voting for directors.

• No poison pill; comprehensive policies on overboarding, hedging, pledging, and short sales.