Carnival Corp Ltd
7 ballot items.
Approve Scheme of Arrangement; approve DLC Unification and Redomiciliation; authorize boards to implement Scheme; adopt PLC Scheme Articles; adopt Post-Scheme PLC Articles; adopt Corporation Memorandum of Continuance; adopt Corporation Bye-Laws; approve Adjournment of Corporation meeting if needed; transact other business.
Follow how the vote landed and what changed on Carnival Corp Ltd’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot7
- 1
DLC Unification Proposal
ManagementBoard: FORApprove unification of Carnival Corporation and Carnival plc under a single company (Carnival Corporation) and redomiciliation of Carnival Corporation to Bermuda, including termination of Equalization Agreement.
More detail
The DLC Unification Proposal asks shareholders to approve terminating the historical dual-listed company (DLC) structure and to adopt a unified corporate structure with Carnival Corporation as the single parent and Carnival plc becoming a wholly-owned UK subsidiary, and to redomicile Carnival Corporation from Panama to Bermuda under the name Carnival Corporation Ltd. Management seeks this approval because the Scheme of Arrangement and related proposals require shareholder consent to terminate the Equalization Agreement and other DLC-specific arrangements; the DLC Unification is conditioned on approval of several interdependent proposals (Scheme Implementation, PLC Scheme Articles, Post-Scheme PLC Articles, Corporation Memorandum of Continuance, Corporation Bye-Laws) and the Scheme itself. The board frames the unification as simplifying corporate governance, consolidating liquidity, reducing administrative and regulatory costs, and creating a single global share price, with unanimous board recommendation and supporting rationale tied to operational and governance efficiencies; failure to approve will prevent the Scheme from becoming effective and foreclose the DLC Unification and Redomiciliation Transactions.
- 2
Scheme Implementation Proposal
ManagementBoard: FORAuthorize boards to take all actions necessary to implement the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions, including modifications and waivers.
More detail
The Scheme Implementation Proposal asks shareholders to authorize the boards of Carnival plc and Carnival Corporation to implement the Scheme and related Unification and Redomiciliation Transactions, including permitting directors to make necessary modifications, waivers or extensions. Management seeks this approval to provide flexibility and authority to execute the complex, conditional multi-jurisdictional transaction, which must be implemented by board action following shareholder approvals and court sanction. The proposal is procedural but essential: without this authorization the boards would lack explicit shareholder backing to complete practical steps to give effect to the Scheme; the board unanimously recommends a vote FOR to ensure transaction mechanics can be executed and to allow boards to respond to regulatory or market developments while preserving intended outcomes.
- 3
PLC Scheme Articles Amendment Proposal
ManagementBoard: FORAdopt new articles of association of Carnival plc (Annex H) to effect and facilitate the Scheme of Arrangement and update untraced shareholder provisions.
More detail
This proposal requests shareholder approval to adopt revised articles of association (Annex H) to facilitate the Scheme and to modernize certain provisions, most notably treatment of untraced shareholders, aligning them with current market practice and removing the newspaper advertisement requirement. It is conditioned on the passage of related proposals and is presented as a joint electorate action requiring combined approval; the board recommends FOR given its role in enabling the Scheme and reducing administrative frictions that could impede implementation.
- 4
Post-Scheme PLC Articles Amendment Proposal
ManagementBoard: FORAdopt new articles (Annex I) to remove entrenched DLC provisions and make consequential changes with effect from Scheme becoming effective.
More detail
The Post-Scheme PLC Articles Amendment Proposal seeks shareholder approval to adopt a set of articles (Annex I) that largely delete entrenched provisions that previously entrenched the DLC arrangement (the P&O Princess Entrenched Provisions) other than a small set of retained articles, and to make other consequential changes. This change is post-Scheme and conditional on other approvals; it is intended to remove structural entrenchments that will be obsolete after the DLC Unification and to rationalize governance. The boards recommend FOR because these amendments are necessary to align the plc constitutional documents with the post-unification corporate form and remove redundant or obstructive DLC protections.
- 5
Corporation Memorandum of Continuance Proposal
ManagementBoard: FORAdopt the Memorandum of Continuance (Annex F) to amend Carnival Corporation’s charter and delete 'Carnival Entrenched Provisions' effective upon redomiciliation to Bermuda.
More detail
This proposal asks shareholders to adopt a memorandum of continuance to effect Carnival Corporation’s migration to Bermuda and to remove provisions of the existing Carnival Corporation Charter related solely to the DLC structure. Management seeks this to align the corporate charter with the post-redomiciliation legal regime in Bermuda, streamline governance, and relocate certain provisions from the charter to the new bye-laws where appropriate. The proposal is conditional and tied to the success of companion proposals; the board recommends FOR, citing legal and structural necessity to implement the redomiciliation and eliminate obsolete charter provisions.
- 6
Corporation Bye-Laws Proposal
ManagementBoard: FORAdopt new bye-laws for Carnival Corporation Ltd. (Annex G) to replace existing by-laws upon redomiciliation, removing DLC-entrenching provisions and updating governance (board size, nomination notice periods, plurality in contested elections, etc.).
More detail
The Corporation Bye-Laws Proposal requests shareholder approval to adopt a new set of bye-laws for Carnival Corporation Ltd. that will apply upon redomiciliation to Bermuda. Key changes include mechanisms for filling board vacancies, advance notice requirements for shareholder nominations and proposals (90–120 days), plurality voting in contested director elections, a board size range of 9–14 directors, and other adjustments to align with Bermuda law. Management seeks these changes to ensure governance is appropriate and functional under the new domicile and to remove DLC-specific provisions. The board recommends FOR as these bye-laws are necessary for the post-redomiciliation corporate governance framework.
- 7
Adjournment Proposal
ManagementBoard: FORAdjourn the Corporation Extraordinary General Meeting, if necessary or appropriate, to solicit additional proxies if insufficient votes to approve the GM Proposals.
More detail
The Adjournment Proposal is a procedural management proposal asking shareholders to authorize adjournment of the Corporation Extraordinary General Meeting to permit further solicitation of proxies if necessary to obtain approval of the GM Proposals. Management recommends FOR to preserve flexibility; approval requires a majority of shares present or represented. The board views this as a contingency to ensure sufficient shareholder engagement and the ability to continue soliciting support if initial votes are insufficient.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.1% | 73,474,107 | $1.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 54,775,945 | $1.4B |
| 3 | STATE STREET CORP | 3.5% | 50,238,525 | $1.3B |
| 4 | CAUSEWAY CAPITAL MANAGEMENT LLC | 2.6% | 37,096,593 | $960M |
| 5 | BlackRock, Inc. | 2.6% | 36,782,885 | $952M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 28,907,954 | $753M |
| 7 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 1.9% | 27,373,010 | $708M |
| 8 | BlackRock, Inc. | 1.7% | 24,496,063 | $634M |
| 9 | FMR LLC | 1.0% | 14,471,704 | $375M |
| 10 | VIKING GLOBAL INVESTORS LP | 1.0% | 13,721,348 | $355M |
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Frequently asked questions
- When is the Carnival Corp Ltd 2026 special meeting?
- Carnival Corp Ltd (CCL) holds its 2026 special shareholder meeting on Friday, April 17, 2026.
- What is the record date for the Carnival Corp Ltd 2026 meeting?
- The record date for the Carnival Corp Ltd 2026 meeting is Tuesday, February 17, 2026. Shareholders of record on or before that date are eligible to vote.
- What proposals will shareholders vote on at the Carnival Corp Ltd 2026 meeting?
- Shareholders will vote on 7 proposals at the Carnival Corp Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.
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