Royal Caribbean Cruises (RCL) Proxy Filing summary

Executive summary

• Achieved record 2024 results: $16.5B revenue, $2.9B net income, $3.2B adjusted net income, and $11.80 adjusted EPS, nearly 70% higher than prior year.

• Surpassed Trifecta financial goals 18 months early, with over $100 adjusted EBITDA per APCD, ROIC in the teens, and double-digit adjusted EPS.

• Expanded fleet with three new ships and announced new land-based experiences and private destinations, including Perfect Day Mexico opening in 2027.

• Reinstated and increased quarterly dividend by 38%, refinanced $6.1B of high-cost debt, and restored investment-grade balance sheet.

• Achieved double-digit reduction in carbon intensity one year ahead of target and grew LNG-powered fleet to four ships.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 13 directors, advisory say-on-pay for executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholders holding shares as of April 10, 2025, are eligible to vote.

Board of directors and corporate governance

• Board comprises 13 nominees with diverse backgrounds and extensive leadership experience in relevant industries.

• 92% of directors are independent; all committees are fully independent.

• Board committees: Audit, Nominating and Corporate Governance, Safety/Environment/Sustainability/Health, and Talent and Compensation.

• Annual board and committee evaluations, robust succession planning, and strong lead independent director role.

• Shareholders with at least 50% of shares can call special meetings; annual election of directors; no poison pill.