Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2022, the shareholders of Royal Caribbean Cruises, Ltd. (the "Company") approved the adoption of the Amended and Restated 2008 Equity Incentive Plan (the "Amended Plan"), which had been approved by the Board of Directors subject to shareholder approval. The Amended Plan, among other things, increases the aggregate number of shares of the Company's common stock available for grant by 9,500,000 shares and extends the term of the Amended Plan through April 11, 2032.

A more detailed summary of the Amended Plan is included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022 (the "Proxy Statement"). The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, held June 2, 2022, the Company's shareholders voted on the following four proposals and cast their votes as described below.

Proposal 1 - Election of Directors





                                                 Votes                              Broker
Director Nominee              Votes For         Against         Abstentions       Non-Votes
John F. Brock                 184,453,057        5,391,269           655,495       28,654,046
Richard D. Fain               184,772,076        5,084,893           642,852       28,654,046
Stephen R. Howe, Jr.          181,751,853        7,939,646           808,322       28,654,046
William L. Kimsey             182,487,601        7,352,813           659,407       28,654,046
Michael O. Leavitt            188,795,869        1,030,527           673,425       28,654,046
Jason T. Liberty              188,037,903        1,808,333           653,585       28,654,046
Amy McPherson                 187,783,397        2,064,127           652,297       28,654,046
Maritza G. Montiel            186,168,207        3,676,080           655,534       28,654,046
Ann S. Moore                  186,187,589        3,659,402           652,830       28,654,046
Eyal M. Ofer                  183,977,223        5,864,620           657,978       28,654,046
William K. Reilly             187,618,402        2,226,421           654,998       28,654,046
Vagn O. Sørensen              179,310,198       10,529,693           659,930       28,654,046
Donald Thompson               186,594,836        3,247,702           657,283       28,654,046
Arne Alexander Wilhelmsen     184,042,147        5,804,748           652,926       28,654,046



Each of the fourteen nominees listed above was elected to the Board of Directors, each having received the affirmative vote of a majority of the votes cast.

Proposal 2 - Advisory Approval of the Compensation of the Company's Named Executive Officers





                      Number
Votes For            147,879,905
Votes Against         38,419,788
Abstentions            4,200,128

Broker Non-Votes 28,654,046

The compensation of our named executive officers was approved on an advisory basis, having received the affirmative vote of a majority of the votes cast.

Proposal 3 - Ratification of the Auditors





                   Number
Votes For         212,255,734
Votes Against       6,155,796
Abstentions           742,337



The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, having received the affirmative vote of a majority of the votes cast.

Proposal 4 - Approval of the Amended and Restated 2008 Equity Incentive Plan





                      Number
Votes For            184,925,808
Votes Against          3,999,088
Abstentions            1,574,925
Broker Non-Votes      28,654,046



The Amended and Restated 2008 Equity Incentive Plan was approved, having received the affirmative vote of a majority of the votes cast.




Item 9.01  Financial Statements and Exhibits.



(d)  Exhibits



Exhibit 10.1 - Amended and Restated 2008 Equity Incentive Plan

Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

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