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Form 8-K

sec.gov

8-K — CARNIVAL CORP

Accession: 0000815097-26-000043

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0000815097

SIC: 4400 (WATER TRANSPORTATION)

Item: Submission of Matters to a Vote of Security Holders

Documents

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8-K

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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) April 17, 2026

Carnival Corporation

Carnival plc

(Exact name of registrant as

specified in its charter) (Exact name of registrant as

specified in its charter)

Republic of Panama

England and Wales

(State or other jurisdiction of

incorporation) (State or other jurisdiction of

incorporation)

001-9610 001-15136

(Commission File Number) (Commission File Number)

59-1562976 98-0357772

(IRS Employer Identification No.) (IRS Employer Identification No.)

3655 N.W. 87th Avenue

Miami, Florida 33178-2428

Carnival House, 100 Harbour Parade

Southampton SO15 1ST, United Kingdom

(Address of principal

executive offices)

(Zip Code) (Address of principal

executive offices)

(Zip Code)

(305) 599-2600

011 44 23 8065 5000

(Registrant’s telephone number,

including area code) (Registrant’s telephone number,

including area code)

None None

(Former name or former address,

if changed since last report.) (Former name, 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 registrants 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock ($0.01 par value) CCL

New York Stock Exchange, Inc.

Ordinary Shares each represented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust

CUK

New York Stock Exchange, Inc.

Indicate by check mark whether the registrants are emerging growth companies 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 companies ☐

If emerging growth companies, indicate by check mark if the registrants have 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.

Annual Meetings

The annual meetings of shareholders of Carnival Corporation and Carnival plc were held on April 17, 2026 (the “Annual Meetings”). On all matters which came before the Annual Meetings, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held. Proxies for 1,205,637,579 shares entitled to vote were received in connection with the Annual Meetings.

All of the nominees were elected at the Annual Meetings to serve as directors of Carnival Corporation and Carnival plc until the next annual meetings of shareholders. Carnival Corporation and Carnival plc’s shareholders also approved all other proposals that were submitted at the Annual Meetings, as recommended by the Boards of Directors.

The matters which were submitted to Carnival Corporation and Carnival plc’s shareholders for approval at the Annual Meetings and the tabulation of the final votes with respect to each such matter were as follows:

Director Elections.

Proposal

For

Against

Abstain

Broker

Non-Votes

1.

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

885,002,049

31,232,814

682,207

144,365,254

2.

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

875,364,523

40,769,204

783,343

144,365,254

3.

To re-elect Jason Glen Cahilly as a director of Carnival Corporation and Carnival plc

906,334,457

9,786,767

795,846

144,365,254

4.

To re-elect Nelda J. Connors as a director of Carnival Corporation and Carnival plc

905,722,778

10,402,443

791,849

144,365,254

5.

To re-elect Helen Deeble as a director of Carnival Corporation and Carnival plc

907,516,980

8,613,066

787,024

144,365,254

6.

To re-elect Jeffrey J. Gearhart as a director of Carnival Corporation and Carnival plc

911,045,968

5,066,698

804,404

144,365,254

7.

To re-elect Katie Lahey as a director of Carnival Corporation and Carnival plc

898,488,541

17,635,989

792,540

144,365,254

8.

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

815,433,057

100,638,837

845,176

144,365,254

9.

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

835,320,505

80,762,636

833,929

144,365,254

10.

To re-elect Josh Weinstein as a director of Carnival Corporation and Carnival plc

900,871,675

15,262,559

782,836

144,365,254

Proposal

For

Against

Abstain

Broker

Non-Votes

11.

To re-elect Randy Weisenburger as a director of Carnival Corporation and Carnival plc

829,916,228

86,159,361

841,481

144,365,254

Other Matters.

12.

To hold a (non-binding) advisory vote to approve executive compensation

879,051,088

29,497,346

8,368,636

144,365,254

13.

To hold a (non-binding) advisory vote to approve the Carnival plc Directors’ Remuneration Report

883,294,017

25,278,501

8,344,552

144,365,254

14.

To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation

1,057,700,041

2,000,000

1,582,283

144,365,254

15.

To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditor of Carnival plc

1,057,519,943

2,285,498

1,476,883

144,365,254

16.

To receive the accounts and reports of the Directors and auditor of Carnival plc for the year ended November 30, 2025

1,052,393,969

1,587,384

7,300,971

144,365,254

17.

To approve the giving of authority for the allotment of new shares by Carnival plc

1,034,070,171

25,658,516

1,553,637

144,365,254

18.

To approve, subject to Proposal 17 passing, the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc

1,049,666,989

9,658,081

1,957,255

144,365,254

19.

To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market

1,053,498,983

2,151,546

5,631,795

144,365,254

Carnival plc Court Meeting

In addition, the Carnival plc Court Meeting (the “Court Meeting”) was held on April 17, 2026, in connection with the proposed unification of Carnival Corporation and Carnival plc’s dual listed company structure and the redomiciliation of Carnival Corporation from Panama to Bermuda (the “DLC Unification and Redomiciliation Transactions”).

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at 6:30 p.m. BST on April 15, 2026. In summary, the requisite majority of Scheme Shareholders present and voting (in person or by proxy), being a majority in number of Scheme Shareholders present and voting (either in person or by proxy) voted in favor of the Scheme at the Court Meeting, and they represented not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.

Scheme Shareholders who voted* Scheme Shares voted Number of Scheme Shares voted as a percentage of Scheme Shares entitled to vote on the Scheme**

Number Percentage** Number Percentage**

FOR 1,362  81.46  67,041,711  94.97  45.88

AGAINST 310  18.54  3,547,156  5.03  2.43

TOTAL***

1,658* 100.00  70,588,867  100.00  48.30

Notes:

* Where a Scheme Shareholder cast some of their votes "FOR" and some of their votes "AGAINST" the resolution, such Scheme Shareholder has been counted as having voted both "FOR" and "AGAINST" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.

** All percentages have been rounded to the nearest two decimal places.

*** The aggregate of Scheme Shareholders voting "FOR" and "AGAINST" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 14 registered members gave instructions for votes to be cast "FOR" the resolution in respect of part of their holding of Scheme Shares and "AGAINST" the resolution in respect of another part of their holding of Scheme Shares.

Special Meetings

The Carnival plc General Meeting of shareholders and the Carnival Corporation Extraordinary General Meeting of shareholders (collectively, the “Special Meetings”) were held on April 17, 2026, in connection with the DLC Unification and Redomiciliation Transactions. On all matters which came before the applicable Special Meeting, holders of Carnival Corporation common stock and Carnival plc ordinary shares were entitled to one vote for each share held.

Proxies for 70,153,263 shares entitled to vote were received in connection with the Carnival plc General Meeting of shareholders. Proxies for 845,904,932 shares entitled to vote were received in connection with the Carnival Corporation Extraordinary General Meeting. Carnival Corporation and Carnival plc’s shareholders approved all proposals that were submitted at the Special Meetings, as recommended by the Boards of Directors.

The matters which were submitted to Carnival plc’s and Carnival Corporation’s shareholders for approval at the Special Meetings and the tabulation of the final votes with respect to each such matter were as follows:

Carnival plc General Meeting

Proposal For Against

Abstain1

Broker

Non-Votes

1.

To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement2

66,565,512 3,521,673 67,076 0

2. To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions 66,563,262 3,516,007 73,994 0

3. To adopt the new articles of association of Carnival plc with effect from the passing of the resolution 67,030,797 3,043,260 79,205 0

4.

To adopt the new articles of association of Carnival plc with effect from the Scheme of Arrangement becoming effective2

67,029,551 3,042,890 80,821 0

5.

To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2

66,945,596

3,127,705

79,961

0

6.

To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2

67,034,634 3,038,064 80,565 0

Corporation Extraordinary General Meeting

Proposal For Against Abstain

Broker

Non-Votes

1.

To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement2

835,160,437 9,912,466 832,029 0

2. To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions 835,200,441 9,926,661 777,830 0

3. To adopt the new articles of association of Carnival plc with effect from the passing of this resolution 840,469,601 4,650,756 784,575 0

4.

To adopt the new articles of association of Carnival plc with effect from the Scheme of Arrangement becoming effective2

840,439,003 4,670,284 795,645 0

5.

To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2

840,526,859 4,618,753 759,320 0

6.

To adopt the Carnival Corporation Ltd. Bye-Laws that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda2

840,570,711 4,598,130 736,091 0

7. Because there were sufficient votes to approve the foregoing proposals, adjournment of the Corporation Extraordinary General Meeting was unnecessary, and Proposal 7 therefore was not called

Notes:

1 An "abstained" vote is not a vote in law and is not counted in the calculation of the proportion of votes "FOR" or "AGAINST" the resolution.

2 Resolutions 1, 4, 5 and 6 are class rights actions. Each of these resolutions were approved by the requisite majorities of Carnival plc Shareholders and Carnival Corporation Shareholders voting separately (and excluding the holder of the Carnival plc special voting share and the holder of the Carnival Corporation special voting share). The number of votes "FOR" and "AGAINST" resolutions that are class rights actions are therefore different and lower than the number of votes "FOR" and "AGAINST" resolutions that are joint electorate actions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARNIVAL CORPORATION CARNIVAL PLC

By: /s/ Enrique Miguez By: /s/ Enrique Miguez

Name: Enrique Miguez Name: Enrique Miguez

Title: General Counsel Title: General Counsel

Date: April 20, 2026 Date: April 20, 2026

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v3.26.1

Cover

Apr. 17, 2026

Entity Information [Line Items]

Document Type

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Document Period End Date

Apr. 17, 2026

Entity Registrant Name

Carnival Corporation

Entity Incorporation, State or Country Code

R1

Entity File Number

001-9610

Entity Tax Identification Number

59-1562976

Entity Address, Address Line One

3655 N.W. 87th Avenue

Entity Address, City or Town

Miami

Entity Address, State or Province

FL

Entity Address, Postal Zip Code

33178-2428

City Area Code

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Local Phone Number

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CCL

Security Exchange Name

NYSE

Carnival PLC

Entity Information [Line Items]

Entity Registrant Name

Carnival plc

Entity Incorporation, State or Country Code

X0

Entity File Number

001-15136

Entity Tax Identification Number

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Entity Address, Address Line One

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Entity Address, Address Line Two

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Entity Address, City or Town

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Entity Address, Postal Zip Code

SO15 1ST

Entity Address, Country

GB

City Area Code

011

Local Phone Number

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Entity Central Index Key

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Carnival PLC | Ordinary Shares

Entity Information [Line Items]

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