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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): May 28, 2020

 

  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))

 

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 2020 Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. (the “Annual Meeting”) was held on May 28, 2020. We had 209,377,494 outstanding shares of our common stock as of April 6, 2020, the record date for the Annual Meeting. 178,841,336 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     143,392,972       1,330,861       219,935       33,897,568  
Richard D. Fain     141,327,813       2,979,986       635,969       33,897,568  
Stephen R. Howe, Jr.     144,033,540       685,049       225,179       33,897,568  
William L. Kimsey     135,949,900       8,769,652       224,216       33,897,568  
Maritza G. Montiel     143,400,966       1,296,364       246,438       33,897,568  
Ann S. Moore     144,212,416       511,921       219,431       33,897,568  
Eyal M. Ofer     142,299,501       2,420,579       223,688       33,897,568  
William K. Reilly     142,857,508       1,841,563       244,697       33,897,568  
Vagn O. Sørensen     129,648,820       15,070,422       224,526       33,897,568  
Donald Thompson     143,188,808       1,503,431       251,529       33,897,568  
Arne Alexander Wilhelmsen     142,645,899       2,070,904       226,965       33,897,568  

 

Each of the eleven nominees listed above was elected to the Board of Directors, having received the affirmative vote of a majority of the votes cast with respect to the election of directors.

 

Advisory Vote on Compensation of Named Executive Officers

 

    Number  
Votes For     142,644,724  
Votes Against     1,965,890  
Abstentions     333,154  
Broker Non-Votes     33,897,568  

 

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 with respect to such proposal.

 

Ratification of the Auditors

 

    Number  
Votes For     173,206,027  
Votes Against     5,086,919  
Abstentions     548,390  
Broker Non-Votes     0  

 

The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, having received the affirmative vote of a majority of the votes cast with respect to such proposal.

 

 

 

Shareholder Proposal Regarding Political Contributions Disclosure

 

    Number  
Votes For     44,631,755  
Votes Against     96,469,468  
Abstentions     3,842,545  
Broker Non-Votes     33,897,568  

 

The shareholder proposal was not approved, having failed to receive the affirmative vote of a majority of the votes cast with respect to such proposal.

 

Shareholder Proposal Regarding Independent Chair of the Board of Directors

 

    Number  
Votes For     45,400,545  
Votes Against     99,195,346  
Abstentions     347,877  
Broker Non-Votes     33,897,568  

 

The shareholder proposal was not approved, having failed to receive the affirmative vote of a majority of the votes cast with respect to such proposal.

 

 

 

 

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: May 29, 2020 By: /s/ Bradley H. Stein
    Name:    Bradley H. Stein
Senior Vice President, General Counsel & Secretary
    Title:

 

 

 

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