NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On June 20, 2018, Norwegian Cruise Line Holdings Ltd. (the “Company”) held its annual general meeting of shareholders at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2018 (the “Proxy Statement”). There were 203,584,044 ordinary shares present at the Annual Meeting in person or by proxy, which represented 90.61% of the combined voting power of ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s ordinary shares were entitled to one vote for each ordinary share held as of the close of business on April 2, 2018.
The shareholders of the Company voted on the following proposals at the Annual Meeting:
| 1. | To elect three directors, each to serve until the 2021 annual general meeting of shareholders and until his or her successor has been elected and qualified, or until his or her 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 ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2018 and the determination of PwC’s remuneration by the Audit Committee of Board of Directors (the “Board”) of the Company. |
The voting results for each of these proposals are detailed below.
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Adam M. Aron | 195,434,693 | 459,622 | 226,028 | 7,463,701 |
| Stella David | 195,168,646 | 728,033 | 223,664 | 7,463,701 |
| Mary E. Landry | 195,249,182 | 733,017 | 138,144 | 7,463,701 |
Each of the three nominees for director was elected to serve until the 2021 annual general meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
| 2. | Advisory Vote on Executive Compensation |
| For | Against | Abstain | Broker Non-Votes |
| 129,191,940 | 59,622,362 | 7,306,041 | 7,463,701 |
The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm |
| For | Against | Abstain |
| 202,061,023 | 1,213,019 | 310,002 |
There were no broker non-votes on this proposal.
The shareholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2018 and the determination of PwC’s remuneration by the Audit Committee of the Board.
About NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH)
Norwegian Cruise Line Holdings Ltd. (NCLH) is a global cruise company. The Company operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. Its brands offer itineraries to over 510 destinations around the world, including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, Caribbean, Alaska and Hawaii with a combined fleet of approximately 20 ships with over 45,000 Berths. Its brands offer various features, amenities, and activities, including various accommodations, multiple dining venues, bars and lounges, spa, casino and retail shopping areas and various entertainment choices. Its Norwegian offers approximately 10 ships that have been purpose-built to deliver the Freestyle Cruising product. Its Oceania Cruises offers the cuisine at sea and destination experiences with destination-rich itineraries. Its Regent Seven Seas Cruises offers a cruise line, which provides amenities included in the cruise fare.
