Form 8-K ROYAL CARIBBEAN CRUISES For: Jun 02

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 2, 2021

 

	ROYAL CARIBBEAN CRUISES LTD.
	(Exact Name of Registrant as Specified in Charter)
	Republic of Liberia
	(State or Other Jurisdiction of Incorporation)

 

	1-11884		98-0081645
	(Commission File Number)		(IRS Employer Identification No.)
	1050 Caribbean Way, Miami, Florida		33132
	(Address of Principal Executive Offices)		(Zip Code)

 

Registrant's telephone number, including area code: 305-539-6000

 

	Not Applicable
	(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		RCL		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The 2021 Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. (the “Annual Meeting”) was held on June 2, 2021. We had 254,570,213 outstanding shares of our common stock as of April 8, 2021, the record date for the Annual Meeting. 206,809,170 shares of common stock were represented in person or by proxy at the Annual Meeting, which was sufficient to constitute a quorum for the purpose of transacting business.

 

The final voting results for each proposal are set forth below:

 

Election of Directors

 

Director Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
John F. Brock			177,227,947				1,824,569				241,165				27,515,489
Richard D. Fain			170,683,113				7,672,967				937,601				27,515,489
Stephen R. Howe, Jr.			168,820,024				10,223,459				250,198				27,515,489
William L. Kimsey			165,372,450				13,673,744				247,487				27,515,489
Amy McPherson			177,951,383				1,106,235				236,063				27,515,489
Maritza G. Montiel			176,456,555				2,601,311				235,815				27,515,489
Ann S. Moore			177,592,866				1,461,302				239,513				27,515,489
Eyal M. Ofer			166,600,359				12,452,995				240,327				27,515,489
William K. Reilly			176,523,692				2,496,582				273,407				27,515,489
Vagn O. Sørensen			146,671,333				32,373,524				248,824				27,515,489
Donald Thompson			177,081,206				1,863,265				349,210				27,515,489
Arne Alexander Wilhelmsen			169,789,555				9,265,825				238,301				27,515,489

 

Each of the twelve nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.

 

Advisory Vote on Compensation of Named Executive Officers

 

		Number
Votes For			140,015,935
Votes Against			38,902,368
Abstentions			375,378
Broker Non-Votes			27,515,489

 

The compensation of our named executive officers was approved on an advisory basis, having received the affirmative vote of a majority of the votes cast.

 

Approval of Amendment to 1994 Employee Stock Purchase Plan

 

		Number
Votes For			178,309,876
Votes Against			621,450
Abstentions			362,355
Broker Non-Votes			27,515,489

 

The Amendment to our 1994 Employee Stock Purchase Plan was approved, having received the affirmative vote of a majority of the votes cast.

 

 

Ratification of the Auditors

 

		Number
Votes For			197,629,611
Votes Against			8,892,979
Abstentions			286,580
Broker Non-Votes			0

 

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, having received the affirmative vote of a majority of the votes cast.

 

Shareholder Proposal Regarding Political Contributions Disclosure

 

		Number
Votes For			94,548,370
Votes Against			84,249,828
Abstentions			495,483
Broker Non-Votes			27,515,489

 

The shareholder proposal was approved, having received the affirmative vote of a majority of the votes cast.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ROYAL CARIBBEAN CRUISES LTD.
Date: June 3, 2021	By:	/s/ Bradley H. Stein
	Name:	Bradley H. Stein
	Title:	Senior Vice President, General Counsel & Secretary

 

 

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