Norwegian Cruise Line Holdings Ltd. Files Definitive Proxy Statement

Ticker: NCLH · Form: DEF 14A · Filed: 2024-04-29T00:00:00.000Z

Sentiment: neutral

Topics: NCLH, Proxy Statement, Fleet Expansion, Cruise Industry, Shareholder Meeting

Related Tickers: NCLH

TL;DR

<b>Norwegian Cruise Line Holdings Ltd. (NCLH) filed its definitive proxy statement, detailing fleet expansion plans and operational highlights.</b>

AI Summary

Norwegian Cruise Line Holdings Ltd. (NCLH) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Norwegian Cruise Line Holdings Ltd. (NCLH) operates Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. The company has a fleet of 32 ships with approximately 66,500 berths, serving around 700 destinations globally. In 2023, NCLH welcomed three new ships: Vista, Norwegian Viva, and Seven Seas Grandeur, a first in its 57-year history. Thirteen additional ships are planned for delivery between 2025 and 2036, featuring new classes for each brand. The company highlights various accommodation options, including solo traveler studios and the luxurious Regent Suite.

Why It Matters

For investors and stakeholders tracking Norwegian Cruise Line Holdings Ltd., this filing contains several important signals. The filing provides shareholders with crucial information regarding the company's strategic direction, including significant fleet expansion plans through 2036. Shareholders can review executive compensation details and vote on important corporate matters, influencing the company's future governance and performance.

Risk Assessment

Risk Level: medium — Norwegian Cruise Line Holdings Ltd. shows moderate risk based on this filing. The company's significant newbuild program, with 13 ships planned through 2036, represents a substantial capital commitment and execution risk.

Analyst Insight

Shareholders should carefully review the proposals in the proxy statement, particularly those related to executive compensation and board nominations, before voting.

Key Numbers

Key Players & Entities

FAQ

When did Norwegian Cruise Line Holdings Ltd. file this DEF 14A?

Norwegian Cruise Line Holdings Ltd. filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Norwegian Cruise Line Holdings Ltd. (NCLH).

Where can I read the original DEF 14A filing from Norwegian Cruise Line Holdings Ltd.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Norwegian Cruise Line Holdings Ltd..

What are the key takeaways from Norwegian Cruise Line Holdings Ltd.'s DEF 14A?

Norwegian Cruise Line Holdings Ltd. filed this DEF 14A on April 29, 2024. Key takeaways: Norwegian Cruise Line Holdings Ltd. (NCLH) operates Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises.. The company has a fleet of 32 ships with approximately 66,500 berths, serving around 700 destinations globally.. In 2023, NCLH welcomed three new ships: Vista, Norwegian Viva, and Seven Seas Grandeur, a first in its 57-year history..

Is Norwegian Cruise Line Holdings Ltd. a risky investment based on this filing?

Based on this DEF 14A, Norwegian Cruise Line Holdings Ltd. presents a moderate-risk profile. The company's significant newbuild program, with 13 ships planned through 2036, represents a substantial capital commitment and execution risk.

What should investors do after reading Norwegian Cruise Line Holdings Ltd.'s DEF 14A?

Shareholders should carefully review the proposals in the proxy statement, particularly those related to executive compensation and board nominations, before voting. The overall sentiment from this filing is neutral.

Risk Factors

Filing Stats: 4,333 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2024-04-29 09:03:25

Filing Documents

Business

Business Proposal 1 Election of the following director nominees to serve as Class II directors on our board of directors for the terms described in the attached Proxy Statement: Stella David Mary E. Landry Proposal 2 Approval, on a non-binding, advisory basis, of the compensation of our named executive officers Proposal 3 Approval of an amendment to our 2013 Performance Incentive Plan (our "Plan"), including an increase in the number of shares available for grant under our Plan Proposal 4 Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the year ending December 31, 2024 and the determination of PwC's remuneration by our Audit Committee Additional Items Receive the audited financial statements (together with the auditor's report) for the year ended December 31, 2023 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws Consider any other business which may properly come before the 2024 Annual General Meeting or any postponement or adjournment Attending the Annual General Meeting You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under "About the Annual General Meeting and Voting" in the accompanying Proxy Statement. Who Can Vote Holders of each NCLH ordinary share at the close of business on April 3, 2024 How to Vote in Advance Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand: By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form By Internet — You can vote your shares online at www.proxyvote.com By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 A Letter from Our Compensation Committee Chairperson 38 Compensation Discussion and Analysis 39 COMPENSATION COMMITTEE REPORT 54

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 55 2023 Summary Compensation Table 55 Grants of Plan-Based Awards in 2023 Table 57 Outstanding Equity Awards at December 31, 2023 Table 58 Option Exercises and Stock Vested in 2023 Table 59 Employment Agreements for NEOs—Salary, Annual Cash Performance Incentive Opportunity and Equity 60 Potential Payments Upon Termination or Change in Control 63 Compensation Committee Interlocks and Insider Participation 66 Compensation Risk Assessment 66 Pay Ratio Disclosure 67 Equity Compensation Plan Information 67 Pay Versus Performance Information 68 PROPOSAL 3—APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN 73 General 73 Key Features of the Plan 73 Summary Description of the Plan 74 U.S. Federal Income Tax Consequences of Awards Under the Plan 77 Specific Benefits Under the Plan 78 Potential Dilution 78 Aggregate Equity Awards Previously Granted Under the Plan 80 Vote Required for Approval of Amendment to 2013 Performance Incentive Plan 81 Board Recommendation 82 PROPOSAL 4—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 83 Board Recommendation 83 AUDIT COMMITTEE REPORT 84 SHARE OWNERSHIP INFORMATION 85

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 85 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 87 Review and Approval of Related Party Transactions 87 Relationships and Transactions 87 ABOUT THE ANNUAL GENERAL MEETING AND VOTING 88 Who may vote? 88 What do I do if I am a shareholder of record? 88 What do I do if I am a beneficial owner? 88 What are the requirements to attend the Annual General Meeting? 88 How do I vote? 89 How will my shares be voted? 90 What matters will be presented? 90 What constitutes a quorum? 91 What is the vote required for proposals on the agenda? 91 Can I revoke a proxy? 91 Who can help answer my questions? 92 Presentation of Financial Statements 92 Terms Used in this Proxy Statement 92 Solicitation of Proxies 93 Delivery of Documents to Shareholders Sharing an Address 93 Annual Report on Form 10-K 93 Important Information and Dates Related to the 2025 Annual General Meeting 94 APPENDIX A—AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN A-1 APPENDIX B—NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS B-1 For definitions of terms used in this Proxy Statement, but not otherwise defined, see "Terms Used in this Proxy Statement" on page 92 . i / TABLE OF CONTENTS PROXY SUMMARY 2024 Annual General Meeting of Shareholders This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting. DATE AND TIME PLACE RECORD DATE Thursday, June 13, 2024 9:00 a.m. (Eastern Time) Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126 April 3, 2024 If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor: Innisfree M&A Incorporated 501

Executive Compensation Highlights

Executive Compensation Highlights 2023 Compensation Refreshment In connection with the appointment of our new President and Chief Executive Officer, effective July 2023, and an entirely new team of Presidents for our brands in 2023, our Compensation Committee took the opportunity to conduct a holistic review of our Company's executive compensation program and to reset pay for our incoming executive officers to better reflect the expectations of our shareholders. 2023 Base Salary Changes 2023 Target Annual Cash Incentive 2023 Target Annual Equity Award 2023 Target Total Compensation In each case above, "Before" represents 2022 pay and "New" represents 2023 pay for each successor. Target total compensation presented includes base pay, target annual cash incentive bonus, and target annual equity awards. Percentages are rounded. Two of our new brand Presidents were ultimately not named executive officers ("NEOs") for 2023 as their total compensation was less than our NEOs in 2023. 2024 Proxy Statement/ 5 TABLE OF CONTENTS PROXY SUMMARY WHAT WE HEARD HOW WE RESPONDED Overall pay should be reduced for the President and Chief Executive Officer Our Compensation Committee re-aligned compensation for our new President and Chief Executive Officer and new brand Presidents beginning their roles in 2023 (see "Compensation Discussion and Analysis–2023 Compensation Refreshment") Shareholders advised that the 2023 Say-on-Pay Vote (as defined below) reflected their views of the 2022 compensation program and supported the improvements to the 2023 compensation program, which had been previewed in the prior Proxy Statement With the encouragement of our shareholders, our Compensation Committee carried the improvements to the 2023 compensation program into the 2024 compensation program Requested that the long-term incentive include an Adjusted ROIC metric In direct response to the 2023 Say-on-Pay Vote and shareholder feedback, replaced the forward bookin

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