main8k20170522.htm
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 22, 2017
 
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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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                    o
 
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.    o
 
 
 
 
 
Item 5.07                 Submission of Matters to a Vote of Security Holders.
 
The 2017 Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. (the “Annual Meeting”) was held on May 22, 2017. We had 214,922,264 outstanding shares of our common stock as of March 27, 2017, the record date for the Annual Meeting. 162,000,512 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
  
152,087,661
  
332,861
  
159,408
  
9,420,582
Richard D. Fain
  
148,110,500
  
3,801,940
  
667,490
  
9,420,582
William L. Kimsey
  
150,089,898
  
2,424,735
  
65,297
  
9,420,582
Maritza G. Montiel
  
152,233,189
  
187,162
  
159,579
  
9,420,582
Ann S. Moore
  
145,803,616
  
6,616,370
  
159,944
  
9,420,582
Eyal M. Ofer
  
150,253,425
  
2,260,655
  
65,850
  
9,420,582
Thomas J. Pritzker
  
148,742,392
  
3,551,754
  
285,784
  
9,420,582
William K. Reilly
  
151,189,298
  
1,326,093
  
64,539
  
9,420,582
Bernt Reitan
  
151,260,952
  
1,254,050
  
64,928
  
9,420,582
Vagn O. Sørensen
  
133,948,163
  
17,732,954
  
898,813
  
9,420,582
Donald Thompson
  
152,207,543
  
213,483
  
158,904
  
9,420,582
Arne Alexander Wilhelmsen
  
150,537,919
  
1,977,782
  
64,229
  
9,420,582
 
Each of the twelve 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
  
149,052,127
Votes Against
  
2,803,719
Abstentions
  
724,084
Broker Non-Votes
  
9,420,582
 
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.
 
Advisory Vote on the Frequency of Shareholder Votes on Executive Compensation
 
   
Number
One Year
  
140,350,498
Two Years
  
172,753
Three Years
  
11,980,518
Abstentions
  
76,161
Broker Non-Votes
  
9,420,582
 

 
 
 

 
Ratification of the Auditors
 
   
Number
Votes For
  
159,760,756
Votes Against
  
2,159,324
Abstentions
  
80,432
Broker Non-Votes
  
0
 
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified, having received 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 24, 2017
By:
/s/  Bradley H. Stein
   
Name:
Bradley H. Stein
Senior Vice President, General Counsel & Secretary
   
Title: