Independent
Tenure on this board
12.3 yrs
12 nominees · 3 ballot items.
Election of 12 directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as the independent auditor for 2026.
Elect twelve director nominees to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the compensation paid to the company’s named executive officers as disclosed in the proxy (the “say-on-pay” vote). Management is seeking shareholder approval to validate its compensation philosophy and program design, which it describes as pay-for-performance with a high proportion of at-risk and equity-based compensation, metrics tied to Adjusted EPS, ROIC and carbon intensity, and measures intended to align executive incentives with long-term shareholder value. The proposal sits within a context of strong 2025 financial and operational performance—robust revenues, record guest metrics, successful ship deliveries, and achievement of prior multi-year financial goals—which influenced significant incentive payouts and equity vesting outcomes during the performance periods. The Board and Talent and Compensation Committee note extensive shareholder engagement and a prior say-on-pay support level (~97% in 2025), and recommend a FOR vote on the basis that the compensation program supports retention, alignment with shareholder interests, and disciplined performance measures (including clawback and stock ownership policies). Potential shareholder concerns include the size and mix of realized equity payouts following strong stock price appreciation and the use of security-related perquisites for senior executives; management’s defense emphasizes governance controls (independent committee, consultant input, clawback, and stock ownership guidelines) and operational rationale for security measures. A sophisticated evaluation should weigh the structure of metrics (Adjusted EPS and ROIC weightings; multi-year PSU design), the alignment between realized pay and long-term TSR, the committee’s responsiveness to shareholder feedback, and the contextual company performance and strategic initiatives that drove outsized payouts. Given the advisory nature, a FOR vote signals shareholder support for management’s approach but does not bind the Board; the Board indicates it will continue engagement and may consider feedback in future plan design.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 10.54% | 28,255,701 | $7.8B |
| 2 | Capital International Investors | 9.34% | 25,051,397 | $6.9B |
| 3 | Capital World Investors | 7.48% | 20,062,271 | $5.5B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 6.00% | 16,082,869 | $4.4B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.58% | 12,281,397 | $3.4B |
| 6 | STATE STREET CORP | 3.88% | 10,418,204 | $2.9B |
| 7 | BlackRock, Inc. | 3.72% | 9,973,420 | $2.7B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% | 6,263,144 | $1.7B |
| 9 | BlackRock, Inc. | 1.94% | 5,192,124 | $1.4B |
| 10 | JPMORGAN CHASE CO | 1.00% | 2,688,420 | $703M |
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