Royal Caribbean Cruises Ltd (RCCL), the world’s second largest cruise shipping group, says two of its major shareholders, A Wilhelmsen AS and Cruise Associates, have agreed to terminate their Shareholders’ Agreement.
“Under the agreement, the two shareholders agreed to vote their shares for the election as directors of four nominees of each shareholder. With the termination of the Shareholders' Agreement, the shareholders are no longer obliged to vote their shares in this manner. In addition, our Articles of Incorporation require that, while the Shareholders' Agreement was in effect, the approval of at least one director affiliated with each of the two shareholders was required for certain corporate actions. With the termination of the Shareholders' Agreement, this is no longer a requirement. In addition, the Company noted that these changes are consistent with current trends in best practice for good corporate governance,” RCCL said in a statement.
“All existing directors (including those nominated by Cruise Associates and A Wilhelmsen AS) are expected to continue to serve as directors in accordance with the Company's Articles and By-Laws, and no change in our Board membership or management is contemplated. Our Directors, as with all public companies, will continue to be elected by a vote of our shareholders except that vacancies are filled by the Board for their unexpired terms. Our Directors are elected for staggered three year terms. The only change is that under the Shareholders' Agreement the two shareholders previously agreed to vote for each other's nominees. Now, they are free to vote as they wish,” the company said.
Cruise Associates is a partnership beneficially owned indirectly by various trusts. “It is our understanding that with the termination of the Shareholders' Agreement, Cruise Associates plans to distribute its RCCL shares to its partners which, in turn, may further transfer shares to their respective owners.” RCCL said it understands that this is simply a private matter between the parties and not indication that the shareholdres take a negative view on the outlook for cruise industry
“While a majority of the Board was previously nominated by the two shareholders, once elected, their duty as directors has always required them to represent the interests of all shareholders. That duty remains unchanged and the termination announced today is not expected to affect the Company's strategic direction,” RCCL pointed out.