Current Report Filing (8-k)
November 03 2022 - 8:01AM
Edgar (US Regulatory)
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2022-11-01
2022-11-01
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 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): November 1, 2022
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact
name of registrant as specified in its charter)
Bermuda | |
001-35784 | |
98-0691007 |
(State
or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(I.R.S.
Employer
Identification No.) |
7665 Corporate Center Drive, Miami, Florida 33126
(Address of principal executive offices, and Zip
Code)
(305) 436-4000
Registrant’s telephone
number, including area code
(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 (see
General Instruction A.2. below):
¨ | Written communication 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 |
Ordinary shares, par value $.001 per share |
NCLH |
The 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2022, the Board of Directors (the “Board”)
of Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Ms. Zillah Ellen Byng-Thorne as a member of the Board. In connection
with Ms. Byng-Thorne’s appointment, the Board increased the size of the Board from seven to eight. The Board has determined that
Ms. Byng-Thorne qualifies as an independent director pursuant to the rules and regulations of the United States Securities and Exchange
Commission and the New York Stock Exchange.
The Board also appointed Ms. Byng-Thorne to the Audit Committee and
Compensation Committee of the Board. Following such appointment, the members of the Audit Committee are Mr. David Abrams, Chairperson,
Mr. Russell Galbut, Mr. Harry C. Curtis and Ms. Byng-Thorne and the members of the Compensation Committee are Mr. Harry C. Curtis, Chairperson,
Mr. David Abrams, Mr. Russell Galbut and Ms. Byng-Thorne.
Pursuant to NCLH’s Directors’ Compensation Policy, Ms.
Byng-Thorne will receive the following compensation: (i) an annual cash retainer of $100,000, payable in four equal quarterly
installments, (ii) $10,000 for each Board or committee meeting located outside of her country of residence and attended in-person, (iii)
an annual Audit Committee member cash retainer of $20,000, payable in four equal quarterly installments and (iv) an annual restricted
share unit (“RSU”) award on the first business day of each calendar year valued at $195,000 on the date of the award, which
will vest in one installment on the first business day of the next calendar year (a pro-rated RSU award for 2022 will be awarded). Beginning
in 2023, Ms. Byng-Thorne will have the option to elect to receive all or a portion of her $100,000 annual cash retainer in the form of
RSUs in lieu of cash.
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: November 3, 2022 |
NORWEGIAN CRUISE LINE HOLDINGS LTD. |
|
|
|
|
By: |
/s/ Daniel S. Farkas |
|
|
Daniel S. Farkas |
|
|
Executive Vice President, General Counsel and Assistant Secretary |
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