NCLH Reports Director Changes and Shareholder Votes

Ticker: NCLH · Form: 8-K · Filed: 2024-06-14T00:00:00.000Z

Sentiment: neutral

Topics: governance, board-of-directors, shareholder-vote

Related Tickers: NCLH

TL;DR

NCLH board shakeup: Fain out, Sheehan & Heyer in. Shareholder votes on deck.

AI Summary

Norwegian Cruise Line Holdings Ltd. filed an 8-K on June 14, 2024, reporting on the departure of director Richard D. Fain and the election of new directors, including Kevin M. Sheehan and Steven T. Heyer, effective June 13, 2024. The filing also disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while shareholder votes indicate key decisions impacting the company's direction.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and director appointments, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

FAQ

Who has departed from the Norwegian Cruise Line Holdings Ltd. board of directors?

Richard D. Fain has departed from the board of directors.

Who were elected as new directors to the board?

Kevin M. Sheehan and Steven T. Heyer were elected as new directors.

What is the effective date of the director changes?

The director changes are effective as of June 13, 2024.

What other items are reported in this 8-K filing?

The filing also reports on compensatory arrangements of certain officers and the submission of matters to a vote of security holders.

What is the filing date of this 8-K report?

This 8-K report was filed on June 14, 2024.

Filing Stats: 1,544 words · 6 min read · ~5 pages · Grade level 11.8 · Accepted 2024-06-14 16:16:54

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 13, 2024, the Company held its annual general meeting of shareholders at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 (the "Proxy Statement"). There were 322,478,474 ordinary shares present at the Annual Meeting in person or by proxy, which represented 75.16% of the combined voting power of ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company's ordinary shares were entitled to one vote for each ordinary share held as of the close of business on April 3, 2024. The shareholders of the Company voted on the following proposals at the Annual Meeting: 1. To elect two directors, each to serve as Class II directors until the 2027 annual general meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. 2. To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. 3. To approve an amendment to the 2013 Plan, including an increase in the number of shares available for grant under the 2013 Plan. 4. To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2024 and the determination of PwC's remuneration by the Audit Committee of the Board. The voting results for each of these proposals are detailed below. 1. Election of Directors Nominee For Against Abstain Broker Non-Votes Stella David 210,263,335 25,724,831 456,622 86,033,686 Mary E. Landry 212,016,869

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 14, 2024 NORWEGIAN CRUISE LINE HOLDINGS LTD. By: /s/Daniel S. Farkas Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary

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