NORWEGIAN CRUISE LINE HOLDINGS LTD. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
The Board of Directors (the "Board") of
Among other things, the Restated 2013 Plan reflects amendments to:
increase the number of the Company's ordinary shares that may be delivered i. pursuant to all awards granted under the Restated 2013 Plan by an additional
7,000,000 shares, from 32,375,106 shares to a new maximum aggregate limit of
39,375,106 shares; and
ii. extend the expiration date of the Restated 2013 Plan to
The Board or one or more committees appointed by the Board administers the Restated 2013 Plan. The Board has delegated general administrative authority for the Restated 2013 Plan to the Compensation Committee of the Board. The administrator of the Restated 2013 Plan has broad authority under the plan to, among other things, select eligible participants and determine the type(s) of award(s) that they are to receive, determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.
Persons eligible to receive awards under the Restated 2013 Plan include officers or employees of the Company or any of its subsidiaries, members of the Board, and certain consultants and advisors to the Company or any of its subsidiaries. The types of awards that may be granted under the Restated 2013 Plan include, without limitation, options, share appreciation rights, share bonuses, restricted shares, performance shares, share units, phantom shares, dividend equivalents and other forms of awards, which are granted or denominated in the Company's ordinary shares, as well as cash bonus awards.
The maximum number of the Company's ordinary shares that may be delivered pursuant to awards granted under the Restated 2013 Plan is equal to 39,375,106 shares. Ordinary shares subject to outstanding awards that are settled in cash will be available for issuance under the Restated 2013 Plan, as will any ordinary shares exchanged or withheld by the Company to satisfy any purchase price and tax withholding obligations related to "full value awards" such as restricted shares or restricted share units. However, with respect to all awards of options or share appreciation rights ("SAR(s)") that are not issued or delivered as a result of the net settlement of an outstanding option or SAR, or any ordinary shares that are not issued or are tendered back to the Company as payment for any options or SARs, as well as any ordinary shares withheld or tendered to satisfy tax withholding obligations related to options or SARs, as well as any shares repurchased with the proceeds of any option exercise price, will not again be available for new grants under the Restated 2013 Plan. In addition, the gross number of ordinary shares for which a SAR award is exercised, and not the number of ordinary shares actually issued, will count against the share limits of the Restated 2013 Plan.
The foregoing summary of the Restated 2013 Plan and the amendments thereto is qualified in its entirety by reference to the text of the Restated 2013 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The shareholders of the Company voted on the following proposals at the Annual Meeting:
To elect two directors, each to serve as Class III directors until the 2025
1. annual general meeting of shareholders and until his successor has been
elected and qualified, or until his earlier death, resignation or removal.
2. To approve, on a non-binding, advisory basis, the compensation of the
Company's named executive officers as disclosed in the Proxy Statement.
3. To approve an amendment to the 2013 Plan, including an increase in the number
of shares available for grant under the 2013 Plan.
To ratify the appointment of
4. Company's independent registered public accounting firm for the year ending
Committee of the Board.
5. To consider and vote upon one shareholder proposal regarding the retention of
shares by Company executives.
The voting results for each of these proposals are detailed below.
1. Election of Directors
Nominee For Against Abstain Broker Non-Votes
Each of the two nominees for director was elected to serve until the 2025 annual general meeting of shareholders and until his successor has been elected and qualified, or until his earlier death, resignation or removal.
2. Advisory Vote on Executive Compensation
For Against Abstain Broker Non-Votes 22,794,418 125,421,066 784,985 111,221,651
The shareholders did not approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
3. Approval of Amendment to 2013 Performance Incentive Plan
For Against Abstain Broker Non-Votes
141,787,440 6,478,238 734,791 111,221,651
The shareholders approved an amendment to the 2013 Plan, including an increase in the number of shares available for grant under such plan. The Restated 2013 Plan is described above in Item 5.02 of this Current Report on Form 8-K.
4. Ratification of Appointment of Independent Registered Public Accounting Firm
For Against Abstain Broker Non-Votes 253,474,942 5,470,411 1,276,767 -
The shareholders ratified the appointment of PwC as the Company's independent
registered public accounting firm for the year ending
5. Shareholder Proposal Regarding Retention of Shares by Company Executives
For Against Abstain Broker Non-Votes
35,394,055 112,377,926 1,228,488 111,221,651
The shareholders did not approve the shareholder proposal regarding the retention of shares by Company executives.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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