Vistaprint 2010 Annual Report Download

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ANNUAL REPORT
2010
Notice of Annual General Meeting of Shareholders | Proxy Statement
Vistaprint empowers millions of people worldwide to
make a living ∙ make a connection ∙ make a difference

Table of contents

  • Page 1
    Vistaprint empowers millions of people worldwide to make a living ∙ make a connection ∙ make a difference 2010 ANNUAL REPORT Notice of Annual General Meeting of Shareholders | Proxy Statement

  • Page 2
    ...60 $0.87 $0 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 $0.00 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 Number of Unique Customers Millions Average Bookings Per Unique Customer U.S. Dollars 10 9 8 7 6.2 6 5 4.1 4 3 2 1 0 FY 2006 FY 2007 FY 2008 FY 2009 2.7 8.0 9.6 $80 $70 $63 $70 $61 $60 $53 $50...

  • Page 3
    ... customers, built an Australian manufacturing facility and opened a separate Australian management and marketing office, and launched websites in Finland, Singapore and Portugal. • We broadened our product offerings with the introduction of folded business cards, ladiesʼ T-shirts, mugs, photo...

  • Page 4
    ... 31, 2009 (the last business day of the registrant's most recently completed second fiscal quarter) based on the last reported sale price of the registrant's ordinary shares on the NASDAQ Global Select Market. As of August 20, 2010, there were outstanding 43,943,829 ordinary shares, par value e0.01...

  • Page 5
    EXPLANATORY NOTE This Annual Report on Form 10-K is being filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Vistaprint N.V., a Dutch limited liability company (nammlooze vennootschap), as successor to Vistaprint Limited., a company incorporated under the laws...

  • Page 6
    ... About Market Risk ...Financial Statements and Supplementary Data ...Changes in and Disagreements With Accountants on Accounting and Financial Disclosure...Controls and Procedures...Other Information ...Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security...

  • Page 7
    ... design services, copywriting services, direct mail services, promotional gifts, signage, website design and hosting services and email marketing services. While we focus primarily on micro business marketing products and services, consumers also purchase many of our products, such as invitations...

  • Page 8
    ...customers from purchasing these products and services. We believe that the highly fragmented, geographically dispersed nature of the micro business market is ideally suited for Internet-based procurement, as the Internet provides a standardized interface through web browsers, availability seven days...

  • Page 9
    ... customers a range of matching products and related services, including signage, websites and email marketing, business identity, direct mail services, apparel and promotional gifts. Wide Range of Graphic Design Options Most customers use our web browser-based design and editing software to create...

  • Page 10
    ... • email marketing services • logo design • mailing services • website design and hosting • online search profiles High Quality Production For our longer run print jobs, we typically use commercial offset presses that normally are used for conventional long run, high quality print jobs...

  • Page 11
    ... speaking markets who have started the design process but find that they require some guidance or design help can, with the assistance of our customer sales and support personnel, obtain real-time design or ordering assistance. We also offer email support to customers of our other localized websites...

  • Page 12
    ... high quality customer service experience. Post-Design Check-Out Process Customers purchasing products check out either via a standard e-commerce self-service shopping basket or by providing their order and payment information via telephone to one of our service agents. We offer a variety of secure...

  • Page 13
    ... customers, by themselves or together with the assistance of our design support staff, to design and create high quality marketing materials from their homes or offices. Our document model architecture and technology employs Internet-compatible data structures to define, process and store product...

  • Page 14
    ... and manages bar-code driven production batch and order management, pick and pack operations, and addressing and shipping of orders. Marketing Technologies We use our marketing technologies to test changes to our websites and new product offers in order to enhance our offerings and customer value...

  • Page 15
    ... June 30, 2010, 2009, and 2008, respectively. We have designed our website technologies and infrastructure to scale to accommodate future growth in the number of customer visits, orders, and product and service offerings. This Internetbased architecture makes our applications highly scalable and...

  • Page 16
    ... are designed around the principles of world class manufacturing to ensure that we consistently deliver premium, high quality products. Sales and Marketing We have developed expertise in direct marketing to target new customers across various channels and to drive more sessions on our websites, as...

  • Page 17
    limited basis, test various price points on products and services or test different marketing messages related to product or service offerings. We place advertisements on the websites of companies such as eBay and Amazon, contract for targeted e-mail marketing services from vendors such as MyPoints,...

  • Page 18
    ...printer and specialty paper; other email marketing services companies such as Constant Contact and iContact; other website design and hosting companies such as United Internet, Web.com and Network Solutions; other suppliers of custom apparel, promotional products and customized gifts, such as Zazzle...

  • Page 19
    ...our total revenues were derived from our non-United States websites. No single country other than the United States accounted for 10% or more of revenues in any of the years ended June 30, 2010, 2009 and 2008. For more segment and geographic information, see our consolidated financial statements and...

  • Page 20
    ... good. Change of Domicile On April 30, 2009, we announced that our Board of Directors approved a proposal to effectively move the place of incorporation of the publicly traded parent entity of the Vistaprint group of companies from Bermuda to the Netherlands. Vistaprint N.V. was formed as a limited...

  • Page 21
    ... to our websites would be reduced, and our business and results of operations would be harmed. Purchasers of micro business marketing products and services, including graphic design and customized printing, may not choose to shop online, which would prevent us from acquiring new customers that are...

  • Page 22
    ... products and services on the Internet, we face significant competition from graphic design and printing companies marketing to micro businesses who also seek to establish strong brands. If we are unable to successfully promote the Vistaprint brand, we may fail to increase our revenues. Customer...

  • Page 23
    ... a significant increase in credits, beyond our estimated allowances, for customers who are not satisfied with our products. Form 10-K In addition, management investment decisions may lead to fluctuations in our quarterly financial results. For instance, since we seek to deliver on annual earnings...

  • Page 24
    ... of product quality through our facilities and are unable to find a satisfactory supply replacement, our business and results of operations would be substantially harmed. Interruptions to our website operations, information technology systems, production processes or customer service operations for...

  • Page 25
    ... markets, such as Staples, UPS Stores, Office Depot, Costco, CVS, Schleker, Walgreens, Carrefour and Wal-Mart; wholesale printers such as Taylor Corporation and Business Cards Tomorrow; other online printing and graphic design companies, many of which provide printed products and services similar...

  • Page 26
    ...printer and specialty paper; other email marketing services companies such as Constant Contact and iContact; other website design and hosting companies such as United Internet, Web.com and Network Solutions; other suppliers of custom apparel, promotional products and customized gifts, such as Zazzle...

  • Page 27
    ... to operate our websites, send commercial e-mail solicitations, or manage or operate our corporate email accounts, it has, from time to time, interfered with our ability to send operational e-mails-such as password reminders, invoices and electronically delivered products-to customers and others...

  • Page 28
    ... target markets and develop new products and services to attract new customers, our results of operations may suffer. We have developed products and services and implemented marketing strategies designed to attract micro business owners and consumers to our websites and encourage them to purchase...

  • Page 29
    ...partner-branded websites and retail in-store offerings. Any failure to develop new products and services, expand our business beyond our existing target markets and customers, and address additional market opportunities could harm our business, financial condition and results of operations. The loss...

  • Page 30
    ... substantially increase border controls and impose duties or restrictions on cross-border commerce that may substantially harm our business. For the fiscal year ended June 30, 2010, we derived 55% of our revenue from sales to customers made through Vistaprint.com, our United States-focused website...

  • Page 31
    ..., resulted in delayed delivery of orders. The United States also imposes protectionist measures, such as customs duties and tariffs, that limit free trade. Some of these measures may apply directly to product categories that comprise a material portion of our revenues. The customs laws, rules and...

  • Page 32
    ... time to time we receive letters from third parties that state that these third parties have patent rights that cover aspects of the technology that we use in our business and that the third parties believe we are obligated to license in order to continue to use such technology. Similarly, companies...

  • Page 33
    ... customers, which would substantially harm our business and results of operations. We sell our products and services primarily through our websites. We currently own or control a number of Internet domain names used in connection with our various websites, including Vistaprint.com and similar names...

  • Page 34
    ... revenue from order referral fees, revenue share and other fees paid to us by third party merchants for customer click-throughs, distribution of third party promotional materials, and referrals arising from products and services of the third party merchants we offer to our customers on our website...

  • Page 35
    ...details and conditions of these offers-for example, that customers are required to pay shipping and processing charges to take advantage of a free product offer-we have in the past, and may in the future, be subject to claims by individuals or governmental regulators in Europe, the United States and...

  • Page 36
    ... we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower...

  • Page 37
    ... prices for production, marketing, management, technology development and other services performed by these subsidiaries for other group companies. Transfer prices are prices that one company in a group of related companies charges to another member of the group for goods, services or the use...

  • Page 38
    ... delay a change of control, including a takeover attempt that might result in a premium over the market price for our ordinary shares, and dilute your voting power. Our Articles of Association, or Articles, limit our shareholders' ability to suspend or dismiss the members of our management board and...

  • Page 39
    ... majority of our assets are located outside of the United States. In addition, certain members of our management board and some of our officers reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such other...

  • Page 40
    ... we have constructed for the production of our products. Our 512,000 square foot facility located near Windsor, Ontario, Canada services the North American market, and our 195,800 square foot facility located in Venlo, the Netherlands services markets outside of North America. In June 2010, we 36

  • Page 41
    ...constructed for a customer service, sales and design support center which will replace the leased spaces in Jamaica noted below. In addition we lease the properties listed below as of June 30, 2010: Location Square Feet Type Lease Expires Form 10-K Lexington, MA, USA Montego Bay, Jamaica Barcelona...

  • Page 42
    ... ordering products on our Vistaprint.com website they were enrolled in certain membership discount programs operated by the Vertrue Defendants and that monthly subscription fees for the programs were subsequently charged directly to the credit or debit cards they used to make purchases on Vistaprint...

  • Page 43
    ... ColorQuick LLC in the United States District Court for the Eastern District of Texas. The complaint alleges that Vistaprint Limited and OfficeMax Incorporated are infringing U.S. patent 6,839,149, relating generally to systems and methods for processing electronic files stored in a page description...

  • Page 44
    ...of Vistaprint N.V. are traded on the NASDAQ Global Select Market under the symbol "VPRT." The following table sets forth, for the periods indicated, the high and low sale price per share of our ordinary shares on The NASDAQ Global Select Market: High Low Fiscal 2009: First Quarter ...Second Quarter...

  • Page 45
    ... to vested restricted share units. Information regarding our equity compensation plans and the securities authorized for issuance there under are set forth herein under Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," below. 41

  • Page 46
    ... consolidated financial statements, the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data set forth below as of June 30, 2010 and 2009, and...

  • Page 47
    ... future period. Year Ended June 30, 2010 2009 2008 2007 2006 (In thousands, except share and per share data) Form 10-K Consolidated Statements of Operations Data: Revenue ...Cost of revenue ...Technology and development expense ...Marketing and selling expense ...General and administrative expense...

  • Page 48
    ... programs, our customer service, sales and design support, and our value proposition, we seek to increase the number of products purchased by each customer. Expand Global Reach For the fiscal year ended June 30, 2010, revenue generated from non-United States websites accounted for approximately 45...

  • Page 49
    ... by offering graphic design content and products specific to local markets. During fiscal 2010 we launched websites in Austria, Portugal and Singapore. Form 10-K Home & Family Although we expect to maintain our primary focus on the micro business market, we believe that our customer support, sales...

  • Page 50
    ... accounting policies and estimates, which we discuss further below. Revenue Recognition. We generate revenue primarily from the sale and shipping of customized manufactured products, as well as from electronic services, website design and hosting, email marketing services and order referral fees...

  • Page 51
    ... in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management's expectations could have a material impact on the Company's financial condition and operating results. Form 10-K Share-Based Compensation. We measure compensation cost for...

  • Page 52
    ... customer lists. We record acquired intangible assets at fair value on the date of acquisition and amortize such assets using the straight-line method over the asset's expected useful life, unless another method is deemed to be more appropriate. For patents developed internally, we capitalize costs...

  • Page 53
    ... such as website design and hosting and email marketing services. We also generate revenue from order referral fees, revenue share and other fees paid to us by merchants for customer click-throughs, distribution of third-party promotional materials and referrals arising from products and services of...

  • Page 54
    ..., from fiscal 2008 to fiscal 2009, primarily due to increases in sales of our micro business marketing products. The overall growth during this period was driven by increases in website sessions, conversion rates and a positive impact from new product and service offerings. During this period, our...

  • Page 55
    ...-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital services products is included in cost of revenue. The increase in our technology and development expenses of $17.5 million for fiscal 2010 as compared to fiscal 2009...

  • Page 56
    ... consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support and public relations activities; and third party payment processor and credit card fees. The increase in our marketing and selling expenses of $57...

  • Page 57
    ..., $5.4 million, and $4.3 million for fiscal 2010, 2009, and 2008, respectively. The increase in the effective tax rate for fiscal 2010 as compared to fiscal 2009 is primarily attributable to the expiration of the U.S. federal research and development tax credit offset by the benefit associated with...

  • Page 58
    ... Consolidated Statements of Cash Flows Data: In thousands Years Ended June 30, 2010 2009 2008 Purchases of property, plant and equipment ...Capitalization of software and website development costs...Depreciation and amortization ...Cash flows provided by operating activities ...Cash flows used in...

  • Page 59
    ... related to purchases of other assets including information technology infrastructure and office equipment. Cash used in investing activities in fiscal 2009 of $57.6 million was attributable primarily to capital expenditures of $76.3 million and by capitalized software and website development costs...

  • Page 60
    ..., 2010 consisted of money market funds, certificates of deposit, corporate debt securities, U.S government and agency securities, and a longterm investment in a municipal auction rate security. These cash equivalents and marketable securities are held for working capital purposes and we do not enter...

  • Page 61
    ... before income taxes for the fiscal years 2010 and 2009, respectively. • Form 10-K Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates their assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The...

  • Page 62
    Item 8. Financial Statements and Supplementary Data VISTAPRINT N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income ...Consolidated Statements of Shareholders' Equity and ...

  • Page 63
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the...

  • Page 64
    ... cash equivalents...Marketable securities ...Accounts receivable, net of allowances of $53 and $172, respectively...Inventory ...Prepaid expenses and other current assets ...Total current assets ...Property, plant and equipment, net ...Software and web site development costs, net Deferred tax assets...

  • Page 65
    VISTAPRINT N.V. Form 10-K CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) Year Ended June 30, 2010 2009 2008 Revenue ...Cost of revenue (1) ...Technology and development expense (1) Marketing and selling expense (1) ...General and administrative expense (1) . . ...

  • Page 66
    ...shares due to share option exercises ...RSUs awarded, net of shares withheld for taxes ...Tax benefits of employee share transactions ...Share-based compensation expense ...Comprehensive income: Net income ...Foreign currency translation ...Unrealized loss on marketable securities ... 6,209 (39) 39...

  • Page 67
    ...,534 14,977 (6,142) 6,272 22,079 Balance at June 30, 2009 ...Issuance of ordinary shares due to share option exercises ...RSUs awarded, net of shares withheld for taxes Tax benefits of employee share transactions ...Share-based compensation expense ...Comprehensive income: ...Net income ...Foreign...

  • Page 68
    ... of marketable securities ...Purchase of intangible assets ...Capitalization of software and website development costs ... Net cash used in investing activities ...Financing activities Repayments of long-term debt ...Payment of withholding taxes in connection with vesting of restricted share units...

  • Page 69
    ... N.V. Form 10-K CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended June 30, 2010 2009 2008 Cash paid during the period for: Interest...Income taxes ...Supplemental disclosure of noncash investing and financing activities: Cumulative effect of adoption of accounting for...

  • Page 70
    ...and processing technologies and advanced computer integrated production facilities, the Company offers a broad spectrum of products ranging from business cards, website hosting, brochures and invitations to marketing and creative services. The Company focuses on serving the marketing, graphic design...

  • Page 71
    ... affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable and sales returns allowance, useful lives of...

  • Page 72
    ...Cost Gross Unrealized Losses Fair Value Cash and cash equivalents ...Marketable securities: Corporate debt securities ...U.S government and agency securities ...Certificates of Deposit ...Total current marketable securities ...Municipal auction rate security ...Total long-term marketable securities...

  • Page 73
    ... assets. Software and Web Site Development Costs The Company capitalizes eligible salaries and payroll-related costs of employees who devote time to the development of internal-use computer software. Capitalization begins when the preliminary project stage is complete, management with the relevant...

  • Page 74
    ..., United States and other patent offices, related to various systems, processes, techniques, and tools developed by the Company for its business. All costs related to patent applications are expensed as incurred. The costs of purchasing patents from unrelated third parties are capitalized and...

  • Page 75
    ... The Company generates revenue primarily from the sale and shipping of customized manufactured products, as well as providing electronic services, website design and hosting, email marketing services and order referral fees. The Company recognizes revenue arising from sales of products and services...

  • Page 76
    .... The Company's corporate tax rate is a combination of the tax rates of the jurisdictions where it conducts business. Deferred income taxes are determined using the liability method. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement...

  • Page 77
    ... compensation plans (see Part II, Item 8, "Financial Statements and Supplementary Data - Note 8 - Shareholders' Equity"). The Company grants share options for a fixed number of shares to employees and certain other individuals with exercise prices as determined by the Supervisory Board or Management...

  • Page 78
    ... upon the closing trading value of the Company's shares on the date of grant and recognized using the straight-line recognition method. Weighted-average assumptions used for option grants in 2010, 2009 and 2008 are as follows: Year Ended June 30, 2010 2009 2008 Risk-free interest rate ...Expected...

  • Page 79
    ...the Company's consolidated financial statements. Accounting Standards Update ("ASU") 2009-05, Fair Value Measurements and Disclosures (Topic 820)-Measuring Liabilities at Fair Value allows entities determining the fair value of a liability to use the perspective of an investor that holds the related...

  • Page 80
    ...be disclosed. This change did not affect the Company's consolidated financial statements. Recently Issued Accounting Pronouncements ASU 2009-13 Multiple-Deliverable Revenue Arrangements amends ASC Subtopic 650-25 Revenue Recognition-Multiple-Element Arrangements to eliminate the requirement that all...

  • Page 81
    ... against its reporting currency, the U.S. dollar. During the fiscal year 2010, the Company's Canadian subsidiary entered into a series of nine currency forward contracts with the objective of hedging currency exchange risk on forecasted monthly payments for the purchase of a long-lived asset...

  • Page 82
    ... operations or cash flows. The Company plans to launch a line of embroidered products to customers in fiscal 2011. Pro forma results of operations for the fiscal years ended June 30, 2010 and 2009 assuming the acquisition of Soft Sight had taken place at the beginning of each period would not differ...

  • Page 83
    ... the existing Vistaprint product offering. The Company does not expect the goodwill to be deductible for income tax purposes. 6. Long-Term Debt The Company's long-term debt is summarized as follows: June 30, 2010 2009 Amended Canadian credit agreement ...Original Canadian credit agreement ...Euro...

  • Page 84
    ... for such awards. The Board of Directors of Vistaprint Limited determined that no further grants of awards under the 2000-2002 Plan would be made after the Company's Initial Public Offering ("IPO") in 2005. As of June 30, 2010, there were options to purchase 1,265,346 ordinary shares outstanding...

  • Page 85
    ... pre-tax amount, net of exercise price, which would have been received by option holders if all option holders had exercised all options with an exercise price lower than the market price on June 30, 2010. A summary of the Company's unvested restricted share unit activity and related information for...

  • Page 86
    ... entered into and operates pursuant to transfer pricing agreements that establish the transfer prices for transactions between Vistaprint Limited and the Company's subsidiaries in Canada, France, the Netherlands, Jamaica, Spain, Switzerland, Tunisia, Germany, Australia, Japan and the United States...

  • Page 87
    ...following is a reconciliation of the standard U.S. statutory tax rate and the Company's effective tax rate: Year Ended June 30, 2010 2009 2008 Form 10-K U.S. federal statutory income tax rate State taxes, net of federal effect...Foreign rate differential ...Increase in valuation allowance ...Other...

  • Page 88
    ...of federal net operating loss, $8,634 of state net operating loss and $1,594 of federal R&D tax credit carryforwards as a result of excess tax deductions related to stock-based compensation. The Company will realize the benefit of these excess tax deductions through increases to shareholders' equity...

  • Page 89
    .... Form 10-K Geographic Data Revenues by geography are based on the country-specific website through which the customer's order was transacted. The following table sets forth revenues and long-lived assets by geographic area: Year Ended June 30, 2010 2009 2008 Revenue: United States ...Non-United...

  • Page 90
    ...The increase in long-lived assets in Australia is principally a result of the construction of a new production facility to serve our customers in the Asia Pacific region, which commenced and was completed during fiscal 2010. 12. Commitments and Contingencies Operating Lease Commitments The Company...

  • Page 91
    ...Taylor Corporation, in the United States District Court for the District of Minnesota. The complaint in the lawsuit asserts that the defendants have infringed and continue to infringe three U.S. patents owned by Vistaprint Technologies Limited related to browser-based tools for online product design...

  • Page 92
    ... ordering products on our Vistaprint.com website they were enrolled in certain membership discount programs operated by the Vertrue Defendants and that monthly subscription fees for the programs were subsequently charged directly to the credit or debit cards they used to make purchases on Vistaprint...

  • Page 93
    ... ColorQuick LLC in the United States District Court for the Eastern District of Texas. The complaint alleges that Vistaprint Limited and OfficeMax Incorporated are infringing U.S. patent 6,839,149, relating generally to systems and methods for processing electronic files stored in a page description...

  • Page 94
    ... in the Company's allowance for doubtful accounts for the years ended June 30, 2010, 2009 and 2008: Balance at Beginning of Period Provision Writeoffs/ Recovery Balance at End of Period Year ended June 30, 2010 ...Year ended June 30, 2009 ...Year ended June 30, 2008 ...14. Quarterly Financial Data...

  • Page 95
    ... designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely...

  • Page 96
    ...because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2010. In making this assessment, our management used the criteria set forth in...

  • Page 97
    ... financial reporting as of June 30, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vistaprint N.V. as of June 30, 2010 and 2009 and the related consolidated...

  • Page 98
    ... in Internal Control Over Financial Reporting No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially...

  • Page 99
    ... financial or accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.vistaprint.com. Item 11. Executive Compensation The information required by this item is incorporated by reference herein to our 2010...

  • Page 100
    ... the exhibits are filed as part of this Annual Report on Form 10-K. (c) Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Consolidated Financial Statements or notes thereto...

  • Page 101
    ... its behalf by the undersigned, thereunto duly authorized. August 27, 2010 Vistaprint N.V. By: /s/ ROBERT S. KEANE Robert S. Keane Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

  • Page 102
    ... N.V. and each of the members of our Supervisory Board and Management Board is incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 31, 2009 Amended and Restated Executive Retention Agreement between Vistaprint N.V. and Robert S. Keane dated as of October 23...

  • Page 103
    ... Expatriate Agreement between Vistaprint USA, Incorporated and Janet Holian dated March 11, 2010 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 15, 2010 Loan and Security Agreement between Comerica Bank and Vistaprint North American Services Corp. dated as...

  • Page 104
    Proxy Statement Vistaprint NOTICE AND PROXY STATEMENT 2010

  • Page 105
    ... 5:30 p.m. (Central European Time) at the offices of Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING: (1) Reappoint a member of our Supervisory Board to serve for a term of four years ending on the date of our annual general meeting of...

  • Page 106
    ... Report on Form 10-K for the fiscal year ended June 30, 2010, as filed with the United States Securities and Exchange Commission, or SEC, to any shareholder who requests it in writing to Vistaprint N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA...

  • Page 107
    ... of Computershare Trust Company, Inc., our transfer agent, at the close of business on October 7, 2010, which is the record date for the annual meeting. Shareholders of record at the close of business on October 7, 2010 are entitled to vote on each proposal at the annual meeting. The number of...

  • Page 108
    ... and change your vote at any time before the polls close at the meeting by doing any one of the following things: • signing another proxy with a later date and delivering the new proxy to our Corporate Secretary at Hudsonweg 8, 5928 LW Venlo, the Netherlands before the date of our annual meeting...

  • Page 109
    ...four business days after the annual meeting on a Current Report on Form 8-K that we will file with the SEC. How and when may I submit a shareholder proposal, including a shareholder nomination for supervisory director, for the 2011 annual general meeting? Because we are a Dutch limited company whose...

  • Page 110
    ... annual report to shareholders may be sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: Vistaprint N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations...

  • Page 111
    ... Devonshire Street Boston, MA 02109 USA Janus Capital Management LLC(5) ...151 Detroit Street Denver, CO 80206 USA Wellington Management Company, LLP(6) ...75 State Street Boston, MA 02109 Executive Officers, Supervisory Directors and Nominees Robert S. Keane(7) ...Vistaprint 34, boulevard Haussman...

  • Page 112
    ... (iii) 1,360,914 shares that the Trusts have the right to acquire under share options and restricted share units that vest on or before November 14, 2010. Trustees who are independent of Mr. Keane and/or his spouse hold exclusive voting and investment power with respect to the ordinary shares owned...

  • Page 113
    ... have the right to acquire under share options and restricted share units that vest on or before November 14, 2010. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our supervisory directors, executive officers and the holders of more than 10% of our...

  • Page 114
    ... listing standards for companies with securities listed on U.S. stock markets. The Annual Accounts contain some disclosures that are not required under U.S. GAAP. In addition, the report of our Management Board that accompanies the Annual Accounts, as required by Dutch law, contains information...

  • Page 115
    ... on the NASDAQ Global Select Market (the market price being deemed to be the average of the closing price on each of the 30 consecutive days of trading preceding the three trading days before the date of repurchase). This existing authorization expires on February 28, 2011. From August 28, 2009, the...

  • Page 116
    ... are not reported under "Audit Fees." These services relate to the evaluation of our internal controls upon our implementation of an SAP system for fiscal 2010, an audit of our 401(k) plan for fiscal 2009, and fees for access to certain online applications for fiscal 2010 and 2009. (3) Tax fees and...

  • Page 117
    ... chief executive officer and board member. Mr. Riley is a certified public accountant. Member of our Supervisory Board whose term will expire at our 2011 Annual General Meeting: PETER GYENES, Director since February 2009 Mr. Gyenes, age 65, has served as the Chairman of Sophos Plc, a global security...

  • Page 118
    ... named executive officers identified in the Summary Compensation Table below. The four members of our Management Board serve for four-year terms expiring at our 2013 annual general meeting. The members of our Management Board may be reelected for additional terms of up to four years. ROBERT S. KEANE...

  • Page 119
    ....com, an online provider of personal health care products. She also spent three years working in marketing analytics and management at Partner's First, a direct to consumer financial services company. Ms. Cebula earned a B.S. degree in Finance at Rochester Institute of Technology. MICHAEL...

  • Page 120
    ..., Compensation Committee and Nominating and Corporate Governance Committee at www.vistaprint.com or by writing to: Investor Relations c/o Vistaprint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 USA Email: [email protected] In addition, the Dutch Corporate Governance Code, or Dutch Code...

  • Page 121
    ...code of business conduct and ethics that applies to our supervisory directors, officers and employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ stock market listing standards...

  • Page 122
    ..., for the 2011 annual general meeting?" Supervisory Board Meetings and Committees From July 1, 2009 until we changed our domicile to the Netherlands on August 31, 2009, the Board of Directors of Vistaprint Limited, our predecessor company, met one time. From August 31, 2009 until June 30, 2010, the...

  • Page 123
    ... reviewing and approving all related party transactions; • meeting independently with our independent registered public accounting firm and management; and • preparing the Audit Committee report included in this proxy statement. The Audit Committee met nine times during fiscal 2010. Compensation...

  • Page 124
    ...for appointment as members of the Supervisory Board and the Management Board and to each of the Supervisory Board's committees; • overseeing an annual review by the Supervisory Board with respect to succession planning for the Chief Executive Officer and other executive officers; • overseeing an...

  • Page 125
    ... its review of the representations and information provided by, management and Ernst & Young LLP, the Audit Committee recommended to the Supervisory Board that the audited consolidated financial statements be included in Vistaprint's Annual Report on Form 10-K for the fiscal year ended June 30, 2010...

  • Page 126
    ... business. Our Compensation Committee oversees the compensation and perquisites programs of our executive officers identified in the Summary Compensation Table set forth below, to whom we refer as our named executive officers. Our named executive officers are also the members of our Management Board...

  • Page 127
    ... assuming annual revenues, industry, and market capitalizations comparable to Vistaprint in the future if Vistaprint were to achieve its current business objectives. The Compensation Committee uses this aspirational peer group to help it forecast future compensation trends that may be applicable to...

  • Page 128
    ... in our share price. In fiscal 2010, the LTIP consisted of stock options, restricted share units and long-term cash incentive awards. Named executive officers also participate in the standard health and welfare benefits applicable to our employees in their geographic home locations. In accordance...

  • Page 129
    ...'s base salary for fiscal 2010 increased by approximately 16% from fiscal 2009 to bring his salary in line with the 40th percentile of our primary peer group. You can find more information on our named executive officers' salaries in the Summary Compensation Table below. Annual Cash Incentive The...

  • Page 130
    ... table sets forth the target and actual bonus levels for our named executive officers that the Compensation Committee determined for fiscal 2010: Name Target Annual Incentive ($) Actual Annual Incentive Paid ($) Robert S. Keane...Wendy M. Cebula ...Michael Giannetto ...Janet F. Holian...Fiscal 2011...

  • Page 131
    ... received by our named executive officers in order to continue building on our pay-for-performance culture and philosophy, to enhance our ability to manage the number of shares available under our equity compensation plans, and to balance the focus on stock price appreciation created through equity...

  • Page 132
    ...Target Aggregate Long-Term Cash Incentive Amount ($) Proxy Statement Name Robert S. Keane ...Wendy M. Cebula ...Michael Giannetto ...Janet F. Holian ...Benefit Programs ... $562,500 $400,000 $355,000 $400,000 The Compensation Committee has specifically chosen to provide named executive officers...

  • Page 133
    ... the U.S. Internal Revenue Code of 1986, as amended, as a result of compensation payments made to him or her, or benefits obtained by him or her (including the acceleration of equity awards) resulting from a change in ownership or control of Vistaprint, we are required to pay the executive an amount...

  • Page 134
    The following table sets forth information on the potential payments to named executive officers upon their termination or a change in control of Vistaprint, assuming that a termination or change in control took place on June 30, 2010. Accelerated Vesting of Share Options ($)(2) Accelerated Vesting ...

  • Page 135
    ... We encourage, but do not require, the members of our Management Board (who are our named executive officers) and Supervisory Board to own our ordinary shares. Section 162(m) The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended...

  • Page 136
    ... amounts reported in this column for fiscal 2010 represent the aggregate amounts earned for such fiscal year under each named executive officer's fiscal 2010 annual cash incentive award and the fiscal 2010 component of each officer's long-term cash incentive award. You can find more information on...

  • Page 137
    ... Ended June 30, 2010 The following table contains information about plan-based awards granted to each of our named executive officers during the fiscal year ended June 30, 2010. All Other All Other Share Option Awards: Awards: Number Number of of Shares Securities or Share Underlying Units Options...

  • Page 138
    ... more information on the amounts actually paid to our executive officers under their fiscal 2010 annual cash incentive awards above in the Compensation Discussion and Analysis section of this proxy statement. (10) These amounts represent target long-term cash incentives. Each named executive officer...

  • Page 139
    ... at June 30, 2010 The following table contains information about unexercised share options and unvested restricted share units as of June 30, 2010 for each of our named executive officers. Option Awards Number of Securities Underlying Unexercised Options Name (#) Exercisable (#) Unexercisable Share...

  • Page 140
    ... value realized on vesting of restricted share units is determined by multiplying the number of shares that vested by the closing sale price of our ordinary shares on the NASDAQ Global Select Market on the date of vesting. COMPENSATION OF SUPERVISORY BOARD MEMBERS The following contains information...

  • Page 141
    ... 2010 The following table contains information about unexercised share options and unvested restricted share units as of June 30, 2010 for each of our supervisory directors. Option Awards Number of Securities Underlying Unexercised Options (#) Exercisable (#) Unexercisable Share Awards Number Market...

  • Page 142
    ...Amended and Restated 2005 Equity Incentive Plan. The supervisory directors' options and restricted share units vest at a rate of 8.33% per quarter over a period of three years from the date of grant, so long as the supervisory director continues to serve as a director on each such vesting date. Each...

  • Page 143
    ... Equity Compensation Plans The following table provides information as of June 30, 2010 about the securities issued or authorized for future issuance under our equity compensation plans. Equity Compensation Plan Information (a) Number of Securities to be Issued Upon Exercise of Outstanding Options...

  • Page 144
    ...and Managing Director, NFF Capital Partners Nonprofit Finance Fund Financial Information To request financial documents such as our 10-K for the fiscal year ended June 30, 2010, as filed with the Securities and Exchange Commission, please visit ir.vistaprint.com, call our investor relations line at...

  • Page 145
    ... www.vistaprint.pl PORTUGAL | www.vistaprint.pt SINGAPORE | www.vistaprint.sg SPAIN | www.vistaprint.es SWEDEN | www.vistaprint.se SWITZERLAND | www.vistaprint.ch UNITED KINGDOM | www.vistaprint.co.uk UNITED STATES | www.vistaprint.com Vistaprint N.V. | Hudsonweg 8 | 5928 LW Venlo | The Netherlands