NCLHNorwegian Cruise Line Holdings
Deals with insiders in the proxy filed 2026-04-30
Deals between NCLH and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-29.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 3 paragraphs of the proxy filed 2025-04-29 with nothing like them this year
Relationships and Transactions“Mr. Frank A. Del Rio, who is the son of our former President and Chief Executive Officer, Mr. Frank J. Del Rio, was our President, Oceania Cruises, until March 4, 2025. Pursuant to a Transition, Release and Consulting Agreement between Mr. Frank J. Del Rio and a subsidiary of our Company, Mr. Frank J. Del Rio entered into a consulting term with our Company from July 1, 2023 through December 31, 2025 where he provides support and advice to our Board as a Senior Advisor and acts as a sounding board for our senior management team. In connection with his consulting services, Mr. Frank J. Del Rio received a $2 million consulting fee in 2023 and will be entitled to earn a $4 million consulting fee in each of 2024 and 2025. Mr. Frank J. Del Rio is entitled to continued medical benefits for two years following the date of his termination as our President and Chief Executive Officer. Mr. Frank J. Del Rio will also be entitled to continue to receive executive officer cruise privileges during and after the term of his Transition, Release and Consulting Agreement. Mr. Frank J. Del Rio was subject to restrictions on competition through June 2024 and will continue to be subject to such restrictions at any time he is serving as a consultant.”
Read it in last year's proxy ↗
Relationships and Transactions“Mr. Russell Galbut was a member our Board until August 12, 2024. In March 2025, subsidiaries of our Company entered into agreements with entities affiliated with Mr. Galbut, which provide for long-term charters of two of our ships, Seven Seas Navigator and Insignia. The term of the charters is ten years and the entities affiliated with Mr. Galbut will have the option to purchase the ships at the end of the charter period for a nominal value. The Company will be paid approximately $14 million annually for the charter of each ship as well as over $2 million each year for certain crewing services and will be reimbursed for all costs of operating the ships. The transaction was negotiated at arm’s length and on comparable terms to those offered by other third parties. These types of agreements are being pursued as part of our ship disposal strategy for certain older ships in our fleet.”
Read it in last year's proxy ↗
Relationships and Transactions“Mr. Michael De Guzman, who is the brother-in-law of our former President, Oceania Cruises, Mr. Frank A. Del Rio, is our Director, Destination Services. From January 1, 2024 through April 2, 2025, Mr. Michael De Guzman’s total compensation was $265,558, which includes his base salary, annual cash bonus for 2024 and his equity awards for 2024 and 2025, which vest over three-year periods. He is eligible to participate in our general employee benefit plans.”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Relationships and Transactions“We are not aware of any related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act.”
Read it in the proxy ↗
The whole section
5 paragraphs quoted as filed
Review and Approval of Related Party Transactions“Pursuant to its charter, our Audit Committee is responsible for the review and approval of all related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act; however, our Audit Committee does not have a written policy regarding the approval of related party transactions. As part of its review and approval of a related party transaction, which generally refers to any transaction in which we are a participant, the amount involved exceeds $120,000 and a related party has a direct or indirect material interest, our Audit Committee considers:”
Read it in the proxy ↗
Review and Approval of Related Party Transactions“the material terms of the transaction, including the amount involved and type of transaction; • the importance of the transaction to the related party and to us; • whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and • any other matters our Audit Committee deems appropriate.”
Read it in the proxy ↗
Relationships and Transactions“We are not aware of any related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act.”
Read it in the proxy ↗
Relationships and Transactions“Each ordinary share outstanding as of the close of business on April 15, 2026 (the “record date”) is entitled to one vote at our Annual General Meeting. At the close of business on April 15, 2026, 459,105,425 of our ordinary shares were outstanding and entitled to vote. The ordinary shares are our only outstanding class of equity securities that are entitled to vote at the Annual General Meeting. Our bye-laws provide that no one person or group of related persons, may own, or be deemed to own, more than 4.9% of our ordinary shares, whether measured by vote, value or number, unless such ownership is approved by our Board (the “4.9% limit”). Any outstanding shares held in excess of the 4.9% limit will be transferred to and held in a trust. The trustee will be entitled to vote the excess shares on behalf of the beneficiary. See “Item 1 - Business - Taxation - U.S. Income Taxation - Exemption of International Shipping Income under Section 883 of the Code” in our 2025 Annual Report for further information.”
Read it in the proxy ↗
Relationships and Transactions“At the Annual General Meeting, you may vote all of the ordinary shares owned by you as of the close of business on the record date, subject to the exception provided in the foregoing paragraph. These ordinary shares include ordinary shares that are (1) held of record directly in your name and (2) held for you as the beneficial owner through a broker, bank, or other nominee. There are some distinctions between ordinary shares held of record and ordinary shares owned beneficially as described herein.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗