Blog: CARNIVAL PLC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangements of Certain

(b) On November 14, 2022, Sir John Parker announced he will not stand for
re-election to the Boards of Directors of Carnival Corporation and Carnival plc
(together, the “Companies”) at the next Annual Shareholders Meetings, which are
expected to take place in April 2023.

(d) On November 14, 2022, the Boards of Directors of Carnival Corporation and
Carnival plc appointed Sara Mathew to serve as a member of the Carnival
Corporation and Carnival plc Boards of Director effective immediately.
Ms. Mathew will also serve on the Audit Committees of each of the Boards of

Ms. Mathew was the Chair, President and Chief Executive Officer of the Dun &
Bradstreet Corporation (“D&B”) from 2010 until her retirement in 2013. She
joined D&B in 2001, serving as the Chief Financial Officer from 2001 until 2007
and as President and Chief Operating Officer from 2007 until 2013. Before D&B,
Ms. Mathew held various roles over 18 years at The Procter & Gamble Company
within finance, accounting, brand management and investor relations.

Ms. Mathew will be entitled to the compensation we offer to all of our other
non-executive directors, including annual retainers and equity compensation in
the form of Carnival Corporation restricted stock or restricted stock units. For
more information on the compensation of our directors, please refer to our
disclosures under the heading “Director Compensation” in our 2022 Proxy
Statement. There are no arrangements or understandings between Ms. Mathew and
any other persons pursuant to which Ms. Mathew was selected to serve as a
director. There were no transactions since the beginning of fiscal 2021, nor are
any currently proposed, between Ms. Mathew and the Companies that would be
required to be disclosed under Item 404(a) of Regulation S-K.

 Item 7.01 Regulation FD.

A copy of the Companies’ press release announcing Ms. Mathew’s appointment and
Sir John’s announcement not to stand for re-election is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section. The information
in Exhibit 99.1 shall not be incorporated by reference into future filings under
the Securities Act of 1933, as amended, or the Exchange Act, unless it is
specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

      99.1     Press release dated November 15, 2022
    104      Exhibit 104 Cover page from this Current Report on Form 8-K, formatted
             in Inline XBRL (included as Exhibit 101)

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