Royal Caribbean Cruises (RCL) Proxy filing summary

Executive summary

• Achieved record 2025 results: $17.9B revenue (8.8% growth), $4.3B net income, $15.61 EPS, and 9.4M guests with high satisfaction and 110% load factor.

• Expanded vacation ecosystem with new ships, exclusive destinations, and the launch of Celebrity River Cruises, targeting 20 river vessels by 2031.

• Announced new Discovery Class ships for 2029 and 2032, and expanded private destinations from 3 to 8 by 2028.

• Maintained strong investment grade balance sheet, $6.5B operating cash flow, and returned $2B to shareholders via dividends and buybacks.

• Advanced digital and loyalty platforms, including Points Choice, and invested in AI and analytics for guest experience and operational efficiency.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of 12 directors, (2) advisory say-on-pay for executive compensation, (3) ratification of PricewaterhouseCoopers LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 9, 2026, are eligible to vote.

Board of directors and corporate governance

• Board reduced to 12 members, with two directors not standing for re-election.

• Board composed of diverse, experienced leaders in hospitality, maritime, finance, and public policy.

• All but one director are independent; all committees are fully independent.

• Four standing committees: Audit, Nominating and Corporate Governance, Safety/Environment/Sustainability/Health, and Talent and Compensation.

• Annual board and committee evaluations, robust succession planning, and ongoing director education.

• Shareholders with at least 50% of shares can call special meetings; annual election of directors; no poison pill.