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): March 3, 2015
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact name of Registrant as specified in its charter)
Bermuda
(State of Incorporation)
001-35784
(Commission File Number)
98-0691007
(I.R.S. Employer Identification No.)
|
7665 Corporate Center Drive Miami, Florida |
33126 | |
| (Address of principal executive offices) | (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:
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. |
Departure of Directors
On March 3, 2015, director and chairman of the board of directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (the “Company”), Tan Sri Lim Kok Thay, and director, David Chua Ming Huat, notified the Company that they were resigning from the Board, effective immediately. The resignations did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to the terms of the Amended and Restated Shareholders’ Agreement, dated as of January 24, 2013, as amended on November 19, 2014, Genting Hong Kong Limited and Star NCLC Holdings Ltd. are nominating two directors to replace Tan Sri Lim Kok Thay and David Chua Ming Huat on the Board.
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 this 3rd day of March, 2015.
NORWEGIAN CRUISE LINE HOLDINGS LTD.
| By: | /s/ Daniel S. Farkas | |
| Daniel S. Farkas | ||
| Senior Vice President, General Counsel | ||
| and Assistant Secretary | ||