Proxy Blog

Carnival Corporation 

March 26, 2019

The annual proxy for this British-American cruise operator had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and compensation (actually the British version of the proposals) 
  2. Proforma European votes on annual confirmation of authorities 

Magni voted as follows: 

  1. Magni voted for and against proforma proposals.
    -For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against remuneration – Shareholder engagement was limited to the “Say-on-Pay” requirement for listing on US exchanges. The rationale for the peer group to be used in compensation decisions was vague. The lack of actual shareholder engagement means the board does not have a means of understanding shareholder concerns about compensation. A vague rationale for the peer enables gerrymandering. 
  2. For European proforma proposals. Under US laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companiesMagni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against.