Norwegian Cruise Line (NCLH) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 11, 2026, with key proposals including director elections, executive compensation, incentive plan amendments, auditor ratification, and a shareholder proposal on board declassification.

• Company operates three cruise brands, with 35 ships in fleet, 16 on order, and expects 3.5 million guests in 2026.

• 2025 financials: $9.8B revenue, $423M net income, $2.73B Adjusted EBITDA, $2.11 Adjusted EPS, and 11.1% Adjusted ROIC.

• Forward-looking statements highlight risks from macroeconomic factors, debt, regulatory changes, and sustainability challenges.

Voting matters and shareholder proposals

• Proposals include election of three Class I directors, advisory approval of executive compensation, frequency of say-on-pay votes, amendment to the 2013 Performance Incentive Plan, ratification of PwC as auditor, and a shareholder proposal to declassify the board.

• Board recommends voting for all management proposals and against the shareholder proposal on board declassification.

Board of directors and corporate governance

• Board consists of nine directors, 88.9% independent, with an average tenure of 1.9 years.

• Board leadership includes a combined Chairperson/CEO and a Lead Independent Director.

• All board committees are fully independent and meet regularly; directors attended over 75% of meetings.

• Shareholder rights include the ability to call special meetings, act by written consent, and majority voting for directors.

• No poison pill in place; robust policies on overboarding, hedging, pledging, and short sales.