13th Apr 2012 17:32
Carnival Corporation & plc Notification of Transaction of Directors/PDMRS and
Announcement of Results of Annual General Meetings
MIAMI (April 13, 2012) - Following its annual shareholders' and Boards of Directors' meetings held this week in Miami Beach, Florida, Carnival Corporation & plc has announced share awards to non-executive directors, awards of performance-based restricted stock units ("Performance RSUs") to certain executive directors and PDMRs and the results of the resolutions voted on at its annual general meetings.
Non-Executive Director Share Awards
Effective on April 11, 2012 grants of restricted shares or restricted share units ("RSUs"), representing a hypothetical interest in Carnival Corporation common stock, were made to non-executive directors pursuant to the Carnival Corporation 2011 Stock Plan.
Awards were granted to non-executive directors as follows:
Number of Restricted Number of Shares RSUs Non-Executive Director Sir Jonathon Band 3,840 -- Robert H. 3,840 -- Dickinson Arnold W. Donald 3,840 -- Richard J. Glasier 3,840 -- Debra Kelly-Ennis -- 3,840 Modesto A. Maidique 3,840 -- Sir John Parker 3,840 -- Peter G. Ratcliffe 3,840 -- Stuart Subotnick 3,840 -- Laura Weil 3,840 -- Randall J. Weisenburger 3,840 --
All awards will be released from restriction on the third anniversary of the grant date. Including the grant referred to above, the non-executive directors' total Carnival Corporation total share and RSU holdings are as follows:
Total Number of Total Number of RSUs Held Non-Executive Director Shares Held Sir Jonathon Band 10,116 -- Robert H. 97,392 4,647 Dickinson Arnold W. Donald 20,166 -- Richard J. Glasier 22,414 -- Debra Kelly-Ennis -- 3,840 Modesto A. Maidique 22,414 -- Sir John Parker 22,263 -- Peter G. Ratcliffe 12,444 10,923 Stuart Subotnick 22,263 -- Laura Weil 22,543 500 Randall J. Weisenburger 34,763 --
This notification relates to disclosures made in accordance with 3.1.4(R)(1)(a) of the Disclosure Rules and Transparency Rules.
Further details and a copy of the Forms 4, Statement of Changes in Beneficial Ownership of Securities, to be filed by each director with the U.S. Securities & Exchange Commission, can be found at the SEC web site, www.sec.gov, and the Carnival Corporation & plc web site, www.carnivalcorp.com and www.carnivalplc.com.
Executive Director Awards
The Compensation Committees of the Boards of Directors approved awards of Performance RSUs to certain executive directors and PDMRs pursuant to the Carnival Corporation 2011 Stock Plan (or, if applicable, the Carnival plc 2005 Employee Share Plan), including grants of the following target amounts of Performance RSUs to the following executive directors and PDMRs:
Executive Title PerformanceDirector RSUs Micky Chairman of the Boards of Directors and 28,008 Arison Chief Executive Officer David Chief Executive Officer of Carnival UK 5,198 Dingle
Pier Luigi Chairman and Chief Executive Officer of 9,051 Foschi Costa CrociereS.p.A.
Howard S. Vice Chairman of the Boards of Directors 23,340 Frank and Chief Operating Officer
The awards to Messrs. Arison and Frank were made in respect of Carnival
Corporation common stock under the Carnival Corporation 2011 Stock Plan;
the awards to Messrs. Foschi and Dingle were made in respect of Carnival
plc shares under the Carnival plc 2005 Employee Share Plan.
Upon grant, Mr. Frank surrendered 3,403 restricted shares of Carnival
Corporation in satisfaction of U.S. withholding tax obligations.
Each RSU represents one share of Carnival Corporation common stock or one
share in Carnival plc, as applicable. Each holder of Performance RSUs may
earn from 0-200% of his target amount of Performance RSUs depending on the
extent of Carnival Corporation & plc's earnings per share growth over the
three-year performance period ending with fiscal 2014. Performance RSUs vest
at the end of the three-year performance period.
This notification relates to disclosures made in accordance with Rule 3.1.4(1)(a) of the Disclosure Rules and Transparency Rules.
Annual General Meeting Results
All of the resolutions recommended by the Board of Directors were passed at the annual general meetings. The shareholder proposal did not pass.
The results of the polls conducted at the annual general meetings will be available shortly on the Carnival Corporation & plc web site, www.carnivalcorp.com and www.carnivalplc.com.
SOURCE Carnival plc
XNYSRelated Shares:
Carnival