Business Context and Reporting Period
This Form 8-K Current Report, dated June 13, 2019, details the results of the Annual General Meeting of Shareholders held by Norwegian Cruise Line Holdings Ltd. (NCLH). The meeting took place at the Pullman Miami in Florida. A quorum was established with 195,779,883 ordinary shares present, representing 90.89% of the combined voting power.
Key Financial Metrics
This filing is a corporate governance report regarding shareholder voting outcomes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metric.
Material Changes and Voting Results
Shareholders voted on four proposals. The results were as follows:
- Election of Directors: All four nominees (Frank J. Del Rio, Chad A. Leat, Steve Martinez, and Pamela Thomas-Graham) were elected. Notably, Steve Martinez received 18,430,823 votes against, significantly higher than the other nominees.
- Executive Compensation: The advisory vote on named executive officer compensation was approved with 177,886,531 votes for and 10,686,370 votes against.
- Bye-laws Amendment: Shareholders approved the amendment and restatement of the Company's bye-laws to remove obsolete provisions. This proposal received 195,463,450 votes for and only 43,144 votes against.
- Appointment of Auditors: The appointment of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the year ending December 31, 2019, was ratified with 190,584,910 votes for and 4,640,628 votes against.
Guidance, Outlook, and Risks
This filing does not contain management commentary, financial guidance, outlook, risk factors, or contingencies. It strictly reports the procedural outcomes of the shareholder meeting.
Investor Verification Checklist
- Verify the specific reasons for the higher "against" votes cast for director nominee Steve Martinez compared to other nominees.
- Review the definitive proxy statement filed on April 26, 2019, for detailed context on the executive compensation package approved.
- Examine Exhibit 3.2 and Exhibit 99.1 attached to this filing to understand the specific obsolete provisions removed from the bye-laws.
- Confirm the tenure of the newly elected directors, which extends until the 2022 annual general meeting.