ROYAL CARIBBEAN CRUISES LTD. (NYSE:RCL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ROYAL CARIBBEAN CRUISES LTD. (NYSE:RCL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

On December 4, 2018, the Board of Directors (the "Board") of Royal Caribbean Cruises Ltd. (the "Company") appointed Stephen R. Howe Jr., retired U.S. Chairman and Managing Partner of Ernst & Young ("EY"), to serve as a director of the Company, effective immediately.

Mr. Howe served as EY's U.S. Chairman and Managing Partner and Americas Area Managing Partner and was a member of EY's Global Executive Board from 2006 until his retirement on December 1, 2018. While leading EY in the U.S. and the Americas, he was executive sponsor for the firm's focus on diversity and inclusiveness. Prior to 2006, Mr. Howe was the Managing Partner of EY's Financial Services Office and led client service teams for a number of global financial institutions. He was with EY for over 35 years. Mr. Howe is also a member of the Board of Trustees of Carnegie Hall and the Board of the Peterson Institute for International Economics.

The Board has determined that Mr. Howe is an independent director under the New York Stock Exchange listing standards and under the Company's corporate governance principles.For his services as an independent director, Mr. Howe will receive the same fees and compensation as other non-management directors for similar services. A description of the fees and compensation paid to non-management directors of the Company is set forth under the section entitled "Director Compensation for 2017" in the Company's definitive proxy statement filed on April 23, 2018, which section is incorporated by reference herein.

EY provides consulting services to the Company, primarily related to its Excalibur program. The fees related to such services totaled approximately $52,000,000 from January 1, 2018 to December 1, 2018, and approximately $18,000,000 during the year ended December 31, 2017. EY does not serve as the Company's independent auditor. As noted above, Mr. Howe retired from EY as of December 1, 2018.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with Mr. Howe's appointment, the Board amended the By-Laws of the Company, effective immediately, to provide that the Board shall consist of between ten and thirteen directors. With Mr. Howe's appointment, the Board now consists of thirteen directors.

The foregoing description of the amendment to the By-Laws of the Company is summary in nature and is qualified in its entirety by reference to the full and complete terms of the Amended and Restated By-Laws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit 3.1 – Amended and Restated By-Laws
Exhibit 99.1 – Press release dated December 4, 2018


ROYAL CARIBBEAN CRUISES LTD Exhibit
EX-3.1 2 exh31form8k20181204.htm Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF ROYAL CARIBBEAN CRUISES LTD. (a Liberian Corporation) ARTICLE I Offices SECTION 1.01.                    Registered Address The registered address of the Corporation shall be at 80 Broad Street,…
To view the full exhibit click here

About ROYAL CARIBBEAN CRUISES LTD. (NYSE:RCL)

Royal Caribbean Cruises Ltd. is a cruise company. The Company owns various brands, such as Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, CDF Croisieres de France and joint venture interest in TUI Cruises. It operates approximately 23 ships with an aggregate capacity of approximately 68,600 berths under its Royal Caribbean International brand, offering cruise itineraries that range from 2 to 24 nights. It operates over 11 ships with an aggregate capacity of approximately 24,900 berths under its Celebrity Cruises brand. It operates over two ships with an aggregate capacity of approximately 1,400 berths under its Azamara Club Cruises brand, offering cruise itineraries that range from 3 to 20 nights. It operates approximately three ships with an aggregate capacity of approximately 6,200 berths under its Pullmantur brand. It operates over two ships with an aggregate capacity of approximately 2,800 berths under its CDF Croisieres de France brand.

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