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) April 21, 2017

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.  ☐

Section 5 – Corporate Governance and Management

(e)    Compensation Arrangement for Named Executive Officer

On April 21, 2017, Carnival plc (the “Company”) entered into an employment contract (the “Contract”) with Michael Olaf Thamm, a Named Executive Officer of the Company, for his services as Group Chief Executive Officer of Costa Group and Carnival Asia. The Contract replaces the employment contract between Mr. Thamm and Costa Crociere, S.p.A. dated July 1, 2012, as amended.

Term. The Contract commences on April 1, 2017 and provides for an indefinite term, subject to a 12 month notice period.

Compensation. Pursuant to the terms of the Contract, during fiscal 2017, Mr. Thamm’s compensation is as follows:

He will also be eligible to receive:

Following fiscal 2017, Mr. Thamm’s base salary, annual incentive payments, and long-term incentive awards shall be determined by the Boards of Directors in their discretion, consistent with the terms of the MIP, Carnival plc 2014 Employee Share Plan and Carnival Corporation 2011 Stock Plan, as applicable.

Other Benefits. Pursuant to the Contract, the Company shall continue to provide life and disability insurance for Mr. Thamm, health insurance for Mr. Thamm and his family, commensurate with the benefits provided to other senior executives with the Company. In addition, the Company will provide an annual housing allowance of up to €150,000 for accommodations in Genoa.

Compensation Upon Termination. Pursuant to the Contract, the Company may terminate the Contract at any time. Upon such termination, Mr. Thamm will be entitled to receive his salary for 12 months. Mr. Thamm may terminate the Contract by providing 12 months’ notice. If the Company terminates the Contract for cause (as described in the Contract), Mr. Thamm is not entitled to any further compensation.

Restrictive Covenants. Pursuant to the Contract, for 12 months following Mr. Thamm’s termination of employment with the Company for any reason, the Contract prohibits Mr. Thamm from:

As compensation to Mr. Thamm for these covenants, he will be paid an amount equal to 50% of the total remuneration most recently received by him.

This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Contract, included as Exhibit 10.1 to this filing. Exhibit 10.1 is incorporated by reference into this Item 5.02.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d)    Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index