Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in our Current Report on Form 8-K filed on April 27, 2022 (the "Original 8-K"), the Boards of Directors of Carnival Corporation & plc appointed Josh Weinstein as President and Chief Executive Officer of Carnival Corporation & plc effective August 1, 2022.

We are filing this Amendment No. 1 to the Original 8-K to report that on August 22, 2022, the Compensation Committees of Carnival Corporation & plc approved the following changes to the compensation of Josh Weinstein in connection with his appointment:

? increased his base salary to $1,250,000 effective August 1, 2022;

? increased his target bonus under the Carnival Corporation & plc Management

Incentive Plan (the "Management Incentive Plan") to $2,500,000, prorated from

May 1, 2022;



? increased his target restricted stock unit ("RSU") grant values to $5,000,000,

prorated from August 1, 2022 and comprised as follows:

(i) target performance-based RSUs with a value of $2,500,000; and

(ii) target Management Incentive Plan-tied RSUs with a value of $2,500,000; and

? granted a one-time award of 500,000 performance-based RSUs under the Carnival

Corporation 2020 Stock Plan (the "2020 Stock Plan"). The actual number of RSUs

that may vest in February 2028 ranges from zero to two times the target amount

of RSUs based on the extent to which the average of the return on invested

capital ("ROIC") for fiscal 2026 and fiscal 2027 meets or exceeds the


   established ROIC goals.



In addition, the Compensation Committees approved Mr. Weinstein's total target compensation package for fiscal 2023 of $8,750,000, which will be comprised of the following:





 ? base salary of $1,250,000;




? target bonus under the Management Incentive Plan of $2,500,000; and

? target RSU grants of $5,000,000 to be comprised as follows:

(i) target performance-based RSUs with a value of $2,500,000; and

(ii) target Management Incentive Plan-tied RSUs with a value of $2,500,000.

Mr. Weinstein will not receive compensation for his services as a director.

© Edgar Online, source Glimpses