Carnival plc Files Definitive Proxy Statement

TL;DR

Carnival plc just dropped its proxy statement - shareholders, pay attention to the votes!

AI Summary

Carnival plc filed a DEFA14A proxy statement on December 19, 2025. The filing is a definitive proxy statement, indicating it's for shareholder voting. It includes a letter from Josh Weinstein, CEO of Carnival Corporation & plc, suggesting discussions around corporate governance, executive compensation, or shareholder proposals.

Why It Matters

This filing is crucial for shareholders as it outlines important information regarding upcoming votes, such as director elections and executive compensation, directly impacting the company's governance and future direction.

Risk Assessment

Risk Level: low — This is a standard regulatory filing (DEFA14A) for a public company, not indicating any immediate financial distress or unusual events.

Key Players & Entities

• Carnival plc (company) — Registrant
• Josh Weinstein (person) — CEO of Carnival Corporation & plc
• 0001104659-25-123229.txt (document) — Filing identifier

FAQ

Filing Documents

• tm2533375d7_defa14a.htm (DEFA14A) — 24KB
• 0001104659-25-123229.txt ( ) — 25KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Carnival plc (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 The following is a letter from Josh Weinstein, Chief Executive Officer of Carnival Corporation & plc, relating to the proposed unification and redomiciliation transactions addressed to shareholders of Carnival Corporation and Carnival plc, dated December 19, 2025. Dear Shareholders, For us, cruising has never been just about moving people from port to port. It’s about creating unforgettable happiness for nearly 13.5 million guests every year with moments that stay with them for a lifetime. It’s about honoring the integrity of every ocean we sail, every destination we visit, and every life we touch along the way. And it’s about delivering strong, sustainable value for you—our shareholders—through business practices that stand the test of time. That’s why we’re recommending a strategic step toward simplifying our structure and sharpening our focus for long-term success. The Boards of Directors of Carnival Corporation and Carnival plc recommend unifying our dual listed company (DLC) arrangement from two companies with two stock exchange listings and share prices into one single company, Carnival Corporation, listed on the New York Stock Exchange with one share price globally and with Carnival plc as its wholly owned UK subsidiary . Why are we doing this? Because simpler is smarter. This change: · Eliminates the difference in how the two share listings are priced on the separate stock exchanges · Streamlines governance and reporting , and reduces structural complexity · Reduces administrative, audit, legal and reporting costs , freeing up resources for growth · Is expected to increase our liquidity and weighting in major U.S. stock indexes based on a higher market capitalization Most importantly, we expect it to strengthen our ability to deliver long-term shareholder value while preserving shareholders’ key voting and economic rights and our core business fundamentals. As part of this plan, the Boards also recommend strategically shifting Carnival Corporation’s place of legal incorporation from Panama to Bermuda, a jurisdiction widely recognized and aligned with international financial standards. What won’t change? Our strategy, our operations, and our commitment to the UK market, which remains a vital part of our business. These proposals require shareholder and regulatory approval. We expect to hold shareholder meetings in April 2026 , and you’ll receive additional details in materials we expect to share with you in February 2026 . In the meantime, you can find more information here on our website (CarnivalCorp.com/unify) and in other materials we file with the Securities and Exchange Commission (SEC). This is about positioning Carnival Corporation & plc for the next chapter by simplifying where we can so we can focus where it counts—creating value for you. Thank you for joining us on this journey toward an even stronger future together. Josh Weinstein CEO Carnival Corporation & plc Important Information for Investors and Stockholders In connection with the proposed unification and redomiciliation transactions, Carnival Corporation plans to file with the Securities and Exchange Commission (“SEC”) a Registration and Carnival plc plans to file the Proxy Statement with the SEC. Investors and securityholders of Carnival Corporation and Carnival plc are urged to read the Registration Statement, the Proxy Statement and any other relevant documents filed with the SEC when they are available, because they contain, or will contain, important information about Carnival Corporation and Carnival plc, the proposed transactions and related matters. The final Proxy Statement will be mailed to shareholders of Carnival Corporation and Carnival plc. Investors and securityholders of Carnival Corporation and Carnival plc will be able to obtain copies of the Registration Statement and the Proxy Statement, when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about C

View Full Filing

View this DEFA14A filing on SEC EDGAR