NCL CORP Ltd. 8-K

What Happened NCL CORP Ltd. (NCLC) filed an 8-K reporting that four directors — David M. Abrams, Harry C. Curtis, Stella David, and Mary E. Landry — submitted resignations from the boards of Norwegian Cruise Line Holdings Ltd. (NCLH, the direct parent) and NCLC, and from related board committees, effective March 31, 2026. The resignations were submitted on March 26, 2026 and were not due to any disagreement with NCLH or NCLC.

On March 26, 2026 the NCLH Board appointed five new directors — Stephen Pagliuca, Jonathan Cohen, Alex Cruz, Brian MacDonald, and Kevin Lansberry — effective March 31, 2026. The appointments were made in connection with a Cooperation Agreement dated March 26, 2026 among Elliott Investment Management L.P., certain affiliated Elliott entities, and NCLH. The Board determined each new director to be independent under SEC and NYSE rules and increased the board size from eight to nine members as of the effective date.

Key Details

• Resignations filed March 26, 2026; effective date: March 31, 2026 (Abrams, Curtis, David, Landry).
• Five new NCLH directors appointed (Pagliuca, Cohen, Cruz, MacDonald, Lansberry) in connection with a March 26, 2026 Cooperation Agreement with Elliott entities.
• Audit Committee updated: José E. Cil (Chair), Zillah Byng-Thorne, Jonathan Cohen, and Alex Cruz.
• New director compensation per NCLH policy: $100,000 annual cash retainer (quarterly), $20,000 annual committee member retainer per committee (quarterly), annual RSU award valued at $200,000 (vesting one year later; 2026 award to be pro-rated). Stephen Pagliuca will receive an additional $40,000 annual retainer as compensation committee chair.

Why It Matters Board composition changes can affect corporate governance and strategic direction; these appointments resulted from a Cooperation Agreement with Elliott, a significant investor. Investors should note the incoming directors are designated independent and will receive board compensation (cash plus RSUs), and that the Audit Committee membership has changed — relevant for oversight of financial reporting. There are no disclosed disagreements related to the resignations and no related-party transactions involving the new directors required to be reported under Item 404.