form8k20120531.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 31, 2012
 
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
 

 
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))
 

 
 
 

 

Item 5.07                 Submission of Matters to a Vote of Security Holders.
 
The 2012 Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. was held on May 31, 2012 for the following purposes:

· To elect four members to our Board of Directors as Class I directors for a term of three years each;
 
· To hold an advisory vote to approve the compensation of our named executive officers;
 
· To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012; and
 
· To consider and act upon a shareholder proposal regarding corporate political contributions.
 
We had 217,839,113 outstanding shares of our Common Stock as of April 2, 2012, the record date for the Annual Meeting.  172,075,502 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
Morten Arntzen
 
152,497,986
 
173,735
 
18,807
 
19,384,974
Bernard W. Aronson
 
150,883,225
 
1,788,474
 
18,829
 
19,384,974
Richard D. Fain
 
141,848,231
 
10,801,131
 
41,166
 
19,384,974
Ann S. Moore
 
152,482,704
 
189,399
 
18,425
 
19,384,974

Each of the four 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
 
Percentage of
Votes Cast
Votes For
 
141,084,078
 
92.45%
Votes Against
 
11,517,406
 
7.55%
Abstentions
 
89,044
 
Broker Non-Votes
 
19,384,974
 

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.

 
 

 

Ratification of the Auditors

   
Number
 
Percentage of
Votes Cast
Votes For
 
171,614,611
 
99.78%
Votes Against
 
373,703
 
0.22%
Abstentions
 
87,188
 
Broker Non-Votes
 
 


The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified, having received the affirmative vote of a majority of the votes cast with respect to such proposal.

Shareholder Proposal Regarding Corporate Political Contributions

   
Number
 
Percentage of
Votes Cast
Votes For
 
28,928,125
 
19.23%
Votes Against
 
121,474,967
 
80.77%
Abstentions
 
2,287,436
 
Broker Non-Votes
 
19,384,974
 

The shareholder proposal was not approved, having failed to receive 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 31, 2012
By:
/s/  Bradley H. Stein
   
Name:
Bradley H. Stein
Senior Vice President, General Counsel & Secretary
   
Title: