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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 28, 2025
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
Republic of Liberia
(State or Other Jurisdiction of Incorporation)
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| 1-11884 |
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98-0081645 |
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(IRS Employer Identification No.) |
1050 Caribbean Way, Miami, Florida 33132
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| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code: 305-539-6000
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| Not Applicable |
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| (Former Name or Former Address, if Changed Since Last Report) |
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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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common stock, par value $0.01 per share |
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RCL |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held May 28, 2025, the Company’s shareholders voted on the following three proposals and cast their votes as described below.
Election of Directors
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Director Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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John F. Brock |
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211,697,056 |
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12,348,338 |
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72,790 |
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16,767,089 |
Richard D. Fain |
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216,094,268 |
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7,956,071 |
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67,845 |
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16,767,089 |
Stephen R. Howe, Jr. |
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222,304,568 |
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1,716,481 |
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97,135 |
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16,767,089 |
Michael O. Leavitt |
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223,619,715 |
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422,555 |
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75,914 |
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16,767,089 |
Jason T. Liberty |
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221,258,798 |
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2,786,672 |
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72,714 |
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16,767,089 |
Amy McPherson |
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223,695,885 |
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343,539 |
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78,760 |
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16,767,089 |
Maritza G. Montiel |
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223,679,279 |
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358,742 |
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80,163 |
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16,767,089 |
Ann S. Moore |
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220,571,715 |
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3,473,014 |
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73,455 |
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16,767,089 |
Eyal M. Ofer |
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212,024,568 |
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12,011,636 |
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81,980 |
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16,767,089 |
Vagn O. Sørensen |
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216,472,925 |
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7,563,708 |
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81,551 |
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16,767,089 |
Donald Thompson |
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223,264,636 |
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776,068 |
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77,480 |
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16,767,089 |
Arne Alexander Wilhelmsen |
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213,800,301 |
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10,241,013 |
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76,870 |
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16,767,089 |
Rebecca Yeung |
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223,721,807 |
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320,910 |
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75,467 |
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16,767,089 |
Each of the thirteen nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.
Advisory Approval of the Company’s Compensation of Its Named Executive Officers
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Number |
Votes For |
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216,981,131 |
Votes Against |
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6,824,825 |
Abstentions |
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312,228 |
Broker Non-Votes |
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16,767,089 |
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.
Ratification of the Auditors
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Number |
Votes For |
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232,098,500 |
Votes Against |
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8,663,911 |
Abstentions |
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122,862 |
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, having received the affirmative vote of a majority of the votes cast.
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.
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ROYAL CARIBBEAN CRUISES LTD. |
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| Date: |
May 28, 2025 |
By: |
/s/ R. Alexander Lake |
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Name: |
R. Alexander Lake |
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Title: |
Chief Legal Officer & Secretary |
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