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  4. [8-K] Norwegian Cruise Line Holdings Ltd. Reports Material Event

Shareholders of Norwegian Cruise Line (NYSE: NCLH) back equity plan and board declassification

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Norwegian Cruise Line Holdings Ltd. held its annual general meeting where shareholders approved an amended and restated 2013 Performance Incentive Plan. The plan allows delivery of up to 56,816,006 ordinary shares through various equity and cash awards to employees, directors, and eligible consultants.

Shareholders also approved executive compensation on an advisory basis and chose to hold future Say‑on‑Pay votes annually. They ratified PwC as independent auditor for the year ending December 31, 2026 and approved a shareholder proposal to declassify the Board, with strong overall turnout representing 79.25% of voting power.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share limit 56,816,006 shares Maximum ordinary shares deliverable under Restated 2013 Plan
Shares present at meeting 363,852,495 shares Ordinary shares present in person or by proxy at Annual Meeting
Meeting quorum 79.25% Combined voting power of ordinary shares represented at Annual Meeting
Say-on-Pay approval votes 233,387,448 for Advisory approval of named executive officer compensation
Equity plan amendment approval 262,009,659 for Votes for amendment to 2013 Plan, including share increase
Auditor ratification votes 353,556,052 for Votes for ratifying PwC as 2026 independent auditor
Restated 2013 Plan financial
"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 56,816,006 shares."
Performance Incentive Plan financial
"Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013 Plan”)"
Say-on-Pay Votes financial
"The shareholders voted, on a non-binding, advisory basis, for future Say-on-Pay Votes to occur on an annual basis."
broker non-votes financial
"Nominee ... Abstain ... Broker Non-Votes ... 91,672,477"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The shareholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
declassify the Board financial
"The shareholders approved the shareholder proposal to declassify the Board."
Declassify the board means changing a company's board of directors from a staggered setup—where only a portion of directors face election each year—to a structure where all directors are elected annually. For investors this matters because it makes the board more directly accountable and responsive, like replacing a multi-year rotating club leadership with yearly elections, and it can speed corporate change or make hostile takeovers easier to pursue.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 11, 2026

 

 

 

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda  001-35784  98-0691007

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

  

 

 

7665 Corporate Center Drive, Miami, Florida 33126

(Address of principal executive offices, and Zip Code)

 

 

 

(305) 436-4000

Registrant’s telephone number, including area code

 

 

 

(Former name or former address, if changed since last report)

 

 

 

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 (see General Instruction A.2. below):

 

¨Written communication 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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary shares, par value $.001 per share NCLH The 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ¨

 

 

 

 

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 Norwegian Cruise Line Holdings Ltd. (the “Company”) previously adopted an amendment and restatement of the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013 Plan”), subject to approval by the Company’s shareholders at the Annual Meeting (as such term is defined in Item 5.07 of this Current Report on Form 8-K). As disclosed in Item 5.07 below, the Company’s shareholders approved the Restated 2013 Plan at the Annual Meeting.

 

Among other things, the Restated 2013 Plan reflects amendments to:

 

i.increase the number of the Company’s ordinary shares that may be delivered pursuant to all awards granted under the Restated 2013 Plan by an additional 8,807,000 shares, from 48,009,006 shares to a new maximum aggregate limit of 56,816,006 shares; and

 

ii.extend the expiration date of the Restated 2013 Plan to February 8, 2036.

  

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 56,816,006 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)”), any shares 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 June 11, 2026, the Company held its annual general meeting of shareholders at the Pullman Miami, 5800 Waterford District Drive, Miami, Florida 33126 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Definitive Proxy Statement”), as supplemented by the Company’s supplemental proxy materials filed with the SEC on May 6, 2026 (the “Supplemental Proxy Materials” and, together with the Definitive Proxy Statement, the “Proxy Statement”). There were 363,852,495 ordinary shares present at the Annual Meeting in person or by proxy, which represented 79.25% 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 as of the close of business on April 15, 2026 were entitled to one vote for each ordinary share held.

 

The shareholders of the Company voted on the following proposals at the Annual Meeting:

 

1.To elect three directors, each to serve as Class I directors until the 2029 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 (“Say-on-Pay Vote”) as disclosed in the Proxy Statement.

 

 

 

 

3.To approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay Votes.

 

4.To approve an amendment to the 2013 Plan, including an increase in the number of shares available for grant under the 2013 Plan.

 

5.To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and the determination of PwC’s remuneration by the Audit Committee of the Board.

 

6.A shareholder proposal requesting the declassification of the Board.

 

The voting results for each of these proposals are detailed below.

 

1. Election of Directors

 

Nominee  For   Against   Abstain   Broker Non-Votes 
Zillah Ellen Byng-Thorne  247,005,384   24,111,797   1,062,837   91,672,477 
Alex Cruz  267,945,117   3,693,105   541,796   91,672,477 
Linda P. Jojo  258,428,913   12,948,760   802,345   91,672,477 

 

Each of the three nominees for director was elected to serve until the 2029 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 
233,387,448   38,145,401   647,169   91,672,477 

 

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. Advisory Vote on the Frequency of Future Say-on-Pay Votes  

 

1 Year   2 Years   3 Years   Abstain 
265,317,260   498,761   5,418,226   945,771 

 

The shareholders voted, on a non-binding, advisory basis, for future Say-on-Pay Votes to occur on an annual basis.

 

4. Approval of Amendment to 2013 Plan

 

For   Against   Abstain   Broker Non-Votes 
262,009,659   9,510,085   660,274   91,672,477 

 

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.

 

5. Ratification of Appointment of Independent Registered Public Accounting Firm

 

For   Against   Abstain   Broker Non-Votes 
353,556,052   9,454,489   841,954   — 

 

The shareholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and the determination of PwC’s remuneration by the Audit Committee of the Board.

 

6. Shareholder Proposal Requesting the Declassification of the Board

 

For   Against   Abstain   Broker Non-Votes 
235,818,734   35,431,208   930,076   91,672,477 

 

The shareholders approved the shareholder proposal to declassify the Board.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number 		  Description  
     
10.1   Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan.
104   Cover Page Interactive Date File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: June 16, 2026 NORWEGIAN CRUISE LINE HOLDINGS LTD.
     
  By: /s/ Daniel S. Farkas
  Name: Daniel S. Farkas
  Title:  Executive Vice President, General Counsel, Chief Development Officer and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Norwegian Cruise Line (NCLH) shareholders approve at the 2026 annual meeting?

Shareholders approved the Restated 2013 Performance Incentive Plan, Say‑on‑Pay, annual Say‑on‑Pay frequency, ratified PwC as auditor for 2026, and passed a proposal to declassify the Board, all with a valid quorum present representing 79.25% of voting power.

How many shares can be issued under Norwegian Cruise Line’s Restated 2013 Plan?

The Restated 2013 Performance Incentive Plan permits delivery of up to 56,816,006 ordinary shares through awards. Eligible participants include officers, employees, directors, and certain consultants, with awards ranging from stock options and restricted shares to performance-based and cash bonus awards.

Did Norwegian Cruise Line (NCLH) shareholders approve executive compensation?

Yes. Shareholders approved, on a non‑binding advisory basis, the compensation of the company’s named executive officers. This Say‑on‑Pay vote followed the compensation disclosures in the proxy materials and reflects shareholder input on the company’s executive pay practices for the reported period.

How often will Norwegian Cruise Line hold Say-on-Pay votes going forward?

Shareholders voted on the frequency of future Say‑on‑Pay votes and chose an annual schedule. The annual option received substantially more support than two‑year or three‑year alternatives, providing for recurring advisory shareholder input on executive compensation each year.

Which auditor did Norwegian Cruise Line shareholders ratify for 2026?

Shareholders ratified the appointment of PwC as the independent registered public accounting firm for the year ending December 31, 2026. They also approved that PwC’s remuneration will be determined by the Board’s Audit Committee, confirming the external audit framework for the fiscal year.

What governance change did Norwegian Cruise Line shareholders support at the meeting?

Shareholders approved a shareholder proposal to declassify the Board. Declassification typically moves from staggered multi‑year director terms toward more frequent elections, and this vote indicates investor support for changes to the company’s board structure as described in the proxy materials.

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