Carnival Files 8K - Changes Executive Management
April 27 2017 - 4:39PM
Dow Jones News
Carnival Corp. (CCL) filed a Form 8K - Changes in Company
Executive Management - with the U.S Securities and Exchange
Commission on April 21, 2017.
(e) Compensation Arrangement for Named Executive Officer
On April 21, 2017, Carnival plc (the "Company") entered into an
employment contract (the "Contract") with Michael Olaf Thamm, a
Named Executive Officer of the Company, for his services as Group
Chief Executive Officer of Costa Group and Carnival Asia. The
Contract replaces the employment contract between Mr. Thamm and
Costa Crociere, S.p.A. dated July 1, 2012, as amended.
Term. The Contract commences on April 1, 2017 and provides for
an indefinite term, subject to a 12 month notice period.
Compensation. Pursuant to the terms of the Contract, during
fiscal 2017, Mr. Thamm's compensation is as follows:
a base salary of 860,250
a target bonus under the Carnival Corporation & plc
Management Incentive Plan ("MIP") of 1,116,000
He will also be eligible to receive:
1,116,000 performance-based restricted stock units at target
465,000 MIP-tied equity grant at target
$600,000 shareholder equity alignment grant at target
Following fiscal 2017, Mr. Thamm's base salary, annual incentive
payments, and long-term incentive awards shall be determined by the
Boards of Directors in their discretion, consistent with the terms
of the MIP, Carnival plc 2014 Employee Share Plan and Carnival
Corporation 2011 Stock Plan, as applicable.
Other Benefits. Pursuant to the Contract, the Company shall
continue to provide life and disability insurance for Mr. Thamm,
health insurance for Mr. Thamm and his family, commensurate with
the benefits provided to other senior executives with the Company.
In addition, the Company will provide an annual housing allowance
of up to 150,000 for accommodations in Genoa.
Compensation Upon Termination. Pursuant to the Contract, the
Company may terminate the Contract at any time. Upon such
termination, Mr. Thamm will be entitled to receive his salary for
12 months. Mr. Thamm may terminate the Contract by providing 12
months' notice. If the Company terminates the Contract for cause
(as described in the Contract), Mr. Thamm is not entitled to any
further compensation.
Restrictive Covenants. Pursuant to the Contract, for 12 months
following Mr. Thamm's termination of employment with the Company
for any reason, the Contract prohibits Mr. Thamm from:
working for a competing business
soliciting certain employees of the Company
interfering with the relationships between the Company and
certain employees of the Company's customers or suppliers
As compensation to Mr. Thamm for these covenants, he will be
paid an amount equal to 50% of the total remuneration most recently
received by him.
This summary does not purport to be complete and is subject to
and qualified in its entirety by reference to the text of the
Contract, included as Exhibit 10.1 to this filing. Exhibit 10.1 is
incorporated by reference into this Item 5.02.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/815097/000119312517142955/d383775d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1125259/000119312517142955/0001193125-17-142955-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
April 27, 2017 16:24 ET (20:24 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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