DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.     )

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¨ Soliciting Material Pursuant to §240.14a-12

CARNIVAL CORPORATION

CARNIVAL plc

 

(Name of Registrants as Specified in Its Charter)

 

  

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 17, 2014.

 

                       
  CARNIVAL CORPORATION     Meeting Information         
   
      Meeting Type:            Annual Meeting         
      For holders as of:       February 18, 2014         
      Date:    April 17, 2014    Time:    8:00 a.m. (EDT, being 1:00 p.m. (BST))         
      Location:     

Four Seasons Hotel

57 East 57th Street

New York, New York 10022

United States of America

 

         
                 

 

 

LOGO

 

ATTN: DOREEN FURNARI

3655 N.W. 87TH AVENUE

MIAMI, FL 33178-2428

    

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

       
      See the reverse side of this notice to obtain proxy materials and voting instructions.       

M66389-P46373

— Before You Vote —

How to Access the Proxy Materials

 

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advisor. Please make the request as instructed above on or before April 3, 2014 to facilitate timely delivery.

 

    
             

— How To Vote —

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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    
         

M66390-P46373

Voting Items

 

The boards of directors unanimously recommend that you cast your vote “FOR” Proposals 1-19.

 

1. To re-elect Micky Arison as a director of Carnival Corporation and as a director of Carnival plc.

 

2. To re-elect Sir Jonathon Band as a director of Carnival Corporation and as a director of Carnival plc.

 

3. To re-elect Arnold W. Donald as a director of Carnival Corporation and as a director of Carnival plc.

 

4. To re-elect Richard J. Glasier as a director of Carnival Corporation and as a director of Carnival plc.

 

5. To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and as a director of Carnival plc.

 

6. To re-elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc.

 

7. To re-elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc.

 

8. To re-elect Laura Weil as a director of Carnival Corporation and as a director of Carnival plc.

 

9. To re-elect Randall J. Weisenburger as a director of Carnival Corporation and as a director of Carnival plc.

 

10. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation.

 

11. To authorize the Audit Committee of Carnival plc to agree to the remuneration of the independent auditors of Carnival plc.

    

 

12. To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2013 (in accordance with legal requirements applicable to UK companies).

 

13. To approve the fiscal 2013 compensation of the named executive officers of Carnival Corporation & plc (in accordance with legal requirements applicable to U.S. companies).

 

14. To approve the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section A of Part II of the Carnival plc Directors’ Remuneration Report) for the year ended November 30, 2013 (in accordance with legal requirements applicable to UK companies).

 

15. To approve the Carnival plc Directors’ Remuneration Policy set out in Section A of Part II of the Carnival plc Directors’ Remuneration Report for the year ended November 30, 2013 (in accordance with legal requirements applicable to UK companies).

 

16. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

 

17. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

 

18. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).

 

19. To approve the Carnival plc 2014 Employee Share Plan.

 

20. To transact such other business as may properly come before the meeting.
 

 

M66391-P46373

 

 

 

 

M66392-P46373