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EX-99.1 - EXHIBIT 99.1 - NCL CORP Ltd.exh_991.htm

 

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 7, 2016

 

 

NCL CORPORATION LTD.

(Exact name of Registrant as specified in its charter)

 

 

 

Bermuda

(State of Incorporation)

 

333-128780

(Commission File Number)

 

20-0470163

(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 Arrangements of Certain Officers.

 

Departure of Directors

 

On March 7, 2016, Mr. Kevin Crowe and Mr. Karl Peterson each notified NCL Corporation Ltd. (the “Company”) that they were resigning from the Board of Directors (the “Board”) of the Company, effective immediately. The resignations did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Board intends to reduce the size of the Board from eleven to nine members by eliminating the vacant seats created by the resignations.

 

 

Item 7.01   Regulation FD Disclosure.

 

On March 11, 2016, the Company issued a press release regarding the resignations. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

Item 9.01   Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit
Number

 

Description

99.1   Press Release, dated March 11, 2016.

 

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, NCL Corporation Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 11th day of March, 2016.

 

  NCL CORPORATION LTD.  
       
  By:   /s/ Daniel S. Farkas  
     

Daniel S. Farkas

Senior Vice President, General Counsel

and Assistant Secretary

 

 

 

 

 

 

 

 

 

 
 

EXHIBIT INDEX

 

 

Exhibit
Number

 

Description

99.1   Press Release, dated March 11, 2016.