Vistaprint 2012 Annual Report Download

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"There's no doubt that Vistaprint’s email marketing is making a huge difference in my revenues!" "As
a global outreach non-profit organization, we couldn’t afford marketing materials if we didn’t use
Vistaprint. You have been a lifesaver and have enabled us to make a difference to so many lives."
"The photo desk calendars have become a family tradition! I make them each Christmas to help us
remember all the family birthdays and anniversaries." "Vistaprint has been an integral part of our
business from day one. The special offers all year long help me save time and money." "Vistaprint
has helped me market my company cost effectively and with much success. I love the quality of
the postcards." "Quick turnaround, great quality and low cost is always a winner. But service is
the glue that makes things stick. Vistaprint has been a terrific resource for both my company and
clients." "Our Christmas cards arrived today and they are the best cards we have ever had in our 30
years together! Our anniversary is in January, so these special cards are a gift to ourselves. From
the very first customer service contact to a quick arrival today, our rating is 10000% satisfaction."
"I have one word to describe Vistaprint’s value: excellent! As a new business with a limited marketing
budget, it’s important for us to spend our money wisely." "I am a current customer and I felt the
need to let you know how satisfied I am. I believe that Vistaprint is by far the best and I won't use
any other company. Along with the great business you provide, the prices are so reasonable. Plus,
you have very courteous customer service!" "I was delighted with the invitations I ordered. The
matching envelopes added a little extra touch so that the recipient knew there was something
unique inside. For our family reunion, I used a picture of our grandparents on the front. Everyone
loved them and wanted to know where I had them done!" "I am not technologically savvy, and
within a week I had mastered it! There are so many templates to choose from and it’s extremely
easy to use. I am able to add photographs, a PayPal button, manage my contacts, and even see
who opens the email and who doesn’t. Vistaprint’s email marketing is affordable, easy to use and it
looks great!" "I am completely blown away by the quality and short delivery time to get my business
cards. Finally, a way to get quality, great service and delivery at an even better price! I'll recommend
Vistaprint to everyone I know." "Handwritten thank you notes are so much more personal than just
sending an email. My thank you notes are so pretty and I love how they match the envelopes."
"I am very pleased with Vistaprint. Thank you for helping me give my business a professional website,
business cards and many other marketing supplies that gives me an edge over the competition."
"I just received my business cards and they are perfect as usual! Thank you! Keep up the good work
guys." "Finding Vistaprint has not only allowed us to create professional looking materials, but has
also saved us a lot of money in the process. Now we can do more." "I am truly impressed. Thank
you Vistaprint for all you have done. Please continue to move forward with the best in the industry.
I choose Vistaprint." "From advertising on my car I have acquired more business than I ever imagined
and that is a really neat way to start a new account especially in a new region. So, Vistaprint thanks
for keeping me on the road." "The rack cards are a wonderful alternative to brochures. They are
direct and to the point. I have used them at trade shows and their eye-catching designs and colors
have made them the most popular item that potential customers take away from my table." "I used
Vistaprint for my best friend’s bridal shower invitations. I was amazed at the quality of the print and
the paper stock. They were beautiful!" "Vistaprint's website makes it fast and easy to design and
order your own products without breaking the budget. They're the best out there!"
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2012
ANNUAL REPORT
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
    ..., manage my contacts, and even see who opens the email and who doesn't. Vistaprint's email marketing is affordable, easy to use and it looks great!" "I am completely blown away by the quality and short delivery time to get my business cards. Finally, a way to get quality, great service and delivery...

  • Page 2
    ... $1.49 $1,020.3 $2.00 $1.83 $1.75 Diluted Earnings Per Share (Consolidated) U.S. Dollars $0.00 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 Number of Unique Customers (Organic*) Millions 14.4 Average Bookings Per Unique Customer (Organic*) U.S. Dollars $80 $72 $68 14 13 12 11 $70 11...

  • Page 3
    ... results reinforces my belief that we are building a transformational and enduring business that will create great value for our customers, our employees, and our long-term shareholders. Yours very truly, Robert S. Keane Chairman of the Management Board, President and CEO Special Note Regarding...

  • Page 4

  • Page 5
    ...The Netherlands (State or Other Jurisdiction of Incorporation or Organization) 98-0417483 (I.R.S. Employer Identification No.) Hudsonweg 8 5928 LW Venlo The Netherlands (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 31-77-850-7700 Securities...

  • Page 6
    ... Accounting and Financial Disclosure ...Item 9A. Controls and Procedures ...Item 9B. Other Information ...PART III Item 10. Directors, Executive Officers and Corporate Governance ...Item 11. Executive Compensation ...Item 12. Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 7
    .... Our product offerings range from business cards, brochures and post cards to customized apparel, invitations and announcements, holiday cards, calendars, direct mail services, promotional gifts, signage, website design and hosting services, and online marketing and creative services. While...

  • Page 8
    ..., Webs' offering enables us to improve our ability to attract new customers with a digital products and cross- and up- sell other digital and physical offerings. The Marketplace for Customized Products and Services for the Home and Family While we focus primarily on micro business marketing products...

  • Page 9
    ... easily incorporate their own uploaded photographs, logos or complete designs. Once a design is complete, we offer our customers a range of matching products and related services, including signage, websites and email marketing, business identity, direct mail services, apparel and promotional gifts...

  • Page 10
    ... Delivery Turnaround We design, produce, process and deliver multiple high-quality, customized orders in as little as two days. Do It Yourself Service and Assisted Service Our easy to use online tools and design software allow customers to create their own marketing products. Customers who need help...

  • Page 11
    ...e-mail support for customers on all of our localized websites through knowledgeable, trained service, sales and design support staff augmented by a robust set of online tools and self-help. Chat is also offered for many of our localized websites. We have four customer service facilities: Montego Bay...

  • Page 12
    ... 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 13
    ... 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 14
    ..., 2012, 2011, and 2010, respectively. We have designed our website technologies and infrastructure to scale to accommodate future geographic expansion and growth in the number of customer visits, orders, and product and service offerings. This Internetbased architecture makes our applications highly...

  • Page 15
    ...purchase process. We currently own or control a number of Internet domain names used in connection with our various websites, including Vistaprint.com and related names. Most of our localized sites use local country code domain names, such as Vistaprint.it for our Italian site. From time to time, we...

  • Page 16
    ... new products and services on a 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 email marketing services...

  • Page 17
    ...and web pages. Competition The markets for small business marketing products and services and home and family custom products, including the printing and graphic design market, are intensely competitive, highly fragmented and geographically dispersed, with many existing and potential competitors. We...

  • Page 18
    ... annual net income in the years ended June 30, 2012, 2011, and 2010, respectively. Government Regulation We are not currently subject to direct national, federal, state, provincial or local regulation other than regulations applicable to businesses generally or directly applicable to online commerce...

  • Page 19
    ..., including graphic design and customized printing, may not choose to shop online, which would prevent us from acquiring new customers that are necessary to the success of our business. The online market for micro business marketing products and services is less developed than the online market for...

  • Page 20
    ... is to promote and strengthen the Vistaprint brand and the brands of our acquired companies in order to attract new and repeat customers to our websites. In addition to the challenges posed by establishing and promoting our brands among the many businesses that promote products and services on the...

  • Page 21
    ... trust with our customers by providing a high-quality customer experience, which requires us to invest substantial amounts of resources in our website development, design and technology, graphic design operations, production operations, and customer service operations. Our ability to provide a high...

  • Page 22
    ... the majority of the holiday shopping season and in each of the last three fiscal years has accounted for more of our revenue and earnings than any other quarter, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts. We...

  • Page 23
    ... in the locations in which we operate. If we are unable to implement improvements to our management information and control systems in an efficient or timely manner or if we discover deficiencies in our existing systems and controls, then our ability to provide a high-quality customer experience...

  • Page 24
    ...of our business increases with no assurance that our revenues will increase. We face intense competition. The markets for small business marketing products and services and home and family custom products, including the printing and graphic design market, are intensely competitive, highly fragmented...

  • Page 25
    ... home and family markets; Form 10-K • companies offering small business or consumer websites and other digital products, including website design and hosting companies; wholesale printers; online printing and graphic design companies, many of which provide printed products and services similar...

  • Page 26
    ... on the secure transmission of confidential information over public networks. Currently, a majority of our sales are billed to our customers' credit card accounts directly, and we retain our customers' credit card information for a period of time that varies depending on the services we provide...

  • Page 27
    ... to market our products and services, communicate with our customers and otherwise operate our websites, and operate and manage our corporate email accounts, all of which could have a material negative impact on our business and results of operations. Form 10-K Our customers create products that...

  • Page 28
    ... fiscal years ended June 30, 2012 and June 30, 2011 we derived 51% and 53% of our revenue, respectively, from sales to customers made through Vistaprint.com, our United States-focused website. We produce substantially all physical products for our United States customers at our facility in Windsor...

  • Page 29
    ... substantially harm our business and results of operations. We face judicial and regulatory challenges to our practice of offering free products and services, which, if successful, could hinder our ability to attract customers and generate revenue. We regularly offer free products and services as an...

  • Page 30
    ... 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 31
    ... names for our websites, then we could lose customers, which would harm our business and results of operations. We sell our products and services primarily through our websites. In each country where we sell our products and services, we seek to obtain and maintain domain names using Vistaprint...

  • Page 32
    ... 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 33
    ...located outside of the United States. In addition, some of our officers and management board members reside outside of the United States. In most cases, a final judgment for the payment of money rendered by a U.S. federal or state court would not be directly enforceable in the Netherlands. The party...

  • Page 34
    ... redemption price per share. Our recognized paid in capital per share for Dutch tax purposes is â,¬28.99 per share translated as of the date of our reincorporation to the Netherlands on August 28, 2009. We may be treated as a passive foreign investment company for United States tax purposes, which...

  • Page 35
    .... Our web servers are located in a data center space at a Cable & Wireless co-location and hosting facility in Devonshire, Bermuda. We own a 12 acre site in Montego Bay, Jamaica on which we are currently constructing a new 92,000 square foot building for a customer service, sales and design support...

  • Page 36
    ...Global Select Market (the "NASDAQ") under the symbol "VPRT." As of July 31, 2012, there were approximately 17 holders of record of our ordinary shares, although there are a much larger number of beneficial owners. The following table sets forth, for the periods indicated, the high and low sale price...

  • Page 37
    ... of Equity Securities The following table presents information regarding purchases of our ordinary shares during the fourth quarter of fiscal 2012: Total Number of Shares Purchased Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May...

  • Page 38
    ... have been made in our ordinary shares and in each of the indexes on June 30, 2007 and its relative performance is tracked through June 30, 2012. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Vistaprint N.V., the NASDAQ Composite Index and the RDG Internet Composite Index 6/30/2007 6/30/2008...

  • Page 39
    ... - - (3,251) As of June 30, 2012 (a) 2011 2010 (In thousands) 2009 2008 Consolidated Balance Sheet Data: Cash, cash equivalents and marketable securities ...$ Working capital (b) ...Total assets ...Total long-term debt, net of current portion ...Total shareholders' equity..._____ 62,203 $ (26,381...

  • Page 40
    ...plan to continue to focus on key market adjacencies where we believe we can drive additional long-term growth by employing our unique business model and customer value proposition. These adjacencies include digital marketing services, new geographic markets, personalized products for home and family...

  • Page 41
    ... printing business during the year ended June 30, 2012. We also made a capital investment in a Chinese business in July 2012. Home and Family. Although we expect to maintain our primary focus on micro business marketing products and services, we also participate in the market for customized home...

  • Page 42
    ...from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services, and order referral fees. We recognize revenue arising from sales of products and services, net of discounts and applicable indirect taxes, when...

  • Page 43
    ... use information and assumptions provided by management. The valuations are dependent upon a myriad of factors including historical financial results, estimated customer renewal rates, projected operating costs and discount rates. We estimate the fair value of contingent consideration at the time...

  • Page 44
    ... any changes to the reporting units since our annual assessment and have concluded that as of June 30, 2012 no impairment indicators exist for any of our reporting units. We are required to test definite lived long-lived assets, which include, among other items, customer relationships, developed...

  • Page 45
    ... the sale and shipping of customized manufactured products, and the provision of digital services, website design and hosting, email marketing services as well as a small percentage from order referral fees and other third-party offerings. We seek to increase our revenue by increasing the number of...

  • Page 46
    ... cards, can cause changes in bookings per customer in our second fiscal quarter ended December 31. Revenue for the fiscal year ended June 30, 2012 increased 25% to $1,020.3 million compared to the fiscal year ended June 30, 2011, due to increases in sales across our product and service offerings...

  • Page 47
    ... our operational revenue metrics, excluding acquisitions, for the years ended June 30, 2012, 2011 and 2010: Form 10-K Year Ended June 30, 2012 2011 % Increase/ (Decrease) Unique active customers ...New customers ...Retained customers ...Average bookings per unique active customer ...New customers...

  • Page 48
    ... production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production costs, production of costs of free products and other related costs of products sold by us. The increase in cost of revenue from fiscal 2011 to fiscal 2012 was...

  • Page 49
    ... trade names; and third-party payment processing fees. The increase in our marketing and selling expenses of $103.7 million for fiscal 2012 as compared to fiscal 2011 was driven primarily by increases of $74.2 million in advertising costs and commissions related to new customer acquisition and costs...

  • Page 50
    ... balances on our credit facilities, was $1.9 million, $0.2 million, and $0.8 million in fiscal 2012, 2011, and 2010, respectively. The increase in interest expense in fiscal 2012 as compared to fiscal 2011 is a result of our new revolving credit facility executed during the year ended June 30, 2012...

  • Page 51
    ... tax liabilities in the consolidated balance sheet. The increase in the overall effective tax rate during the year ended June 30, 2012 as compared to the prior year is primarily due to the reduction in our consolidated pre-tax income as a result of planned investments in support of our long-term...

  • Page 52
    technology infrastructure and office equipment Internal costs for software and website development that we have capitalized of $5.5 million; Payments for business acquisitions, net of cash acquired, of $180.7 million; Purchases of our ordinary shares of $309.7 million; Repayments of long-term debt ...

  • Page 53
    ... composed of the site development and construction for the expansion of our Venlo, the Netherlands manufacturing facility and our Jamaican customer service, sales and design support centers of approximately $18.0 million and $5.9 million, respectively, as well as production and computer equipment...

  • Page 54
    ... dollar denominated variable rate long-term debt. As a result, we have exposure to market risk for changes in interest rates related to these obligations. A hypothetical 100 basis point increase in rates would result in an annual increase of interest expense of approximately $2.3 million. In order...

  • Page 55
    ... Data VISTAPRINT N.V. Form 10-K INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income ...Consolidated Statements of Comprehensive Income ...Consolidated Statements of Shareholders...

  • Page 56
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Supervisory Board and Shareholders of Vistaprint N.V. We have audited the accompanying consolidated balance sheets of Vistaprint N.V. ("the Company") as of June 30, 2012 and 2011, and the related consolidated statements of income, comprehensive...

  • Page 57
    VISTAPRINT N.V. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) June 30, 2012 June 30, 2011 Form 10-K Assets Current assets: Cash and cash equivalents ...Marketable securities ...Accounts receivable, net of allowances of $189 and $243, respectively ...Inventory ......

  • Page 58
    ... N.V. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) Year Ended June 30, 2012 2011 2010 Revenue ...$ Cost of revenue (1) ...Technology and development expense (1) ...Marketing and selling expense (1) ...General and administrative expense (1) ...Income from...

  • Page 59
    ... thousands) Form 10-K Year Ended June 30, 2012 2011 2010 Net income ...$ Other comprehensive income: ...Foreign currency translation ...Reclassification of unrealized gains to net income ...Unrealized gain on cash flow hedge, net of tax of $22 ...Unrealized loss on marketable securities ...Total...

  • Page 60
    ......Unrealized loss on marketable securities...Balance at June 30, 2010 ...Issuance of ordinary shares due to share option exercises ...Restricted share units vested, net of shares withheld for taxes ...Excess tax benefits from sharebased compensation...Share-based compensation expense ...Purchase of...

  • Page 61
    ... on marketable securities ...Realized loss on sale, disposal, or impairment of long-lived assets ...Amortization of premiums and discounts on short-term investments ...Share-based compensation expense ...Excess tax benefits derived from share-based compensation awards ...Deferred taxes ...Changes in...

  • Page 62
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended June 30, 2012 2011 2010 Cash paid during the period for: Interest ...$ Income taxes ...1,487 7,104 $ 219 4,259 $ 883 1,573 See accompanying notes. 58

  • Page 63
    ... integrated production facilities, we offer a broad spectrum of products, such as business cards, website hosting, apparel, signage, promotional gifts, brochures, online marketing and creative services. We focus on serving the marketing, graphic design and printing needs of the micro business market...

  • Page 64
    ... lives of the assets. Software and Web Site Development Costs We capitalize eligible salaries and payroll-related costs of employees who devote time to the development of websites and internal-use computer software. Capitalization begins when the preliminary project stage is complete, management...

  • Page 65
    ... reported at the lower of cost or fair value less costs to sell. We did not have any assets held for sale as of June 30, 2012 or 2011. No impairment charges were recorded for the year ended June 30, 2012. For the fiscal years ended, June 30, 2011 and 2010 we recorded impairment charges on long-lived...

  • Page 66
    ... with our publicly announced share purchase programs. Revenue Recognition We generate revenue primarily from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services and order referral fees. We recognize...

  • Page 67
    ... and development expense. Research and development expense for the years ended June 30, 2012, 2011 and 2010 was $19,707, $11,128 and $8,501, respectively, which consisted of costs related to enhancing our manufacturing engineering and technology capabilities. Income Taxes As part of the process of...

  • Page 68
    The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Year Ended June 30, 2012 2011 2010 Weighted average shares outstanding, basic ...Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs ...Shares used in ...

  • Page 69
    ...is significant to the fair value measurement. The following tables summarize, by major security type, our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: June 30, 2012 Quoted Prices in Active Markets for Identical Assets...

  • Page 70
    ... Level 3. The following table presents a roll forward of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) at June 30, 2012 and 2011: Auction rate security Albumprinter contingent earn-out Balance at June 30, 2010 ...$ Redemptions ...Reclassification of...

  • Page 71
    ... the years ended June 30, 2012, 2011 and 2010, respectively. 5. Business Combinations Acquisition of Albumprinter Holding B.V. On October 31, 2011, we acquired 100% of the outstanding shares of Albumprinter Holding B.V. ("Albumprinter"), a leading provider of photo books and other photo products to...

  • Page 72
    ... operating segment. The purchase price was allocated as follows and is considered final as of June 30, 2012: Weighted Average Amount Useful Life (in years) Total assets acquired (1) ...Total liabilities assumed (2) ...Identifiable intangible assets: Trade name ...Developed technology ...Customer...

  • Page 73
    ... on July 1, 2010. Identifiable Intangible Assets We used the income approach to value the trade names, customer relationships and customer network and a replacement cost approach to value developed technology. The income approach calculates fair value by discounting the after-tax cash flows back...

  • Page 74
    ... in the carrying amount of goodwill by segment for the years ended June 30, 2012 and 2011 are as follows: North America Europe Asia Pacific Total Balance as of June 30, 2010 ...$ 2,292 Acquisitions ...- Balance as of June 30, 2011 ...2,292 Acquisitions ...94,177 Effect of currency translation...

  • Page 75
    ... of the timing of payments of income and indirect taxes as well as revenue growth for indirect taxes. (3) The increase in accrued purchases of property, plant and equipment is as a result of expansion efforts in several of our locations, most notably Montego Bay, Jamaica and Venlo, the Netherlands...

  • Page 76
    ...on our ordinary shares to our employees, officers, non-employee directors, consultants and advisors. Among other terms, the 2011 Plan requires that the exercise price of any share option or share appreciation right granted under the 2011 Plan be at least 100% of the fair market value of the ordinary...

  • Page 77
    ... with compensation expense recorded on an accelerated basis over the requisite service period. Weighted-average values used for option grants in fiscal 2012, 2011 and 2010 were as follows: Year Ended June 30, 2012 2011 2010 Risk-free interest rate ...Expected dividend yield ...Expected term (years...

  • Page 78
    ... all option holders had exercised all options that have an exercise price lower than the market price on June 30, 2012. The total intrinsic value of options exercised during the fiscal years ended June 30, 2012, 2011 and 2010 was $1,900, $8,319, and $26,667, respectively. Restricted share units The...

  • Page 79
    ..., 2011 and 2010, respectively. Share-based compensation costs capitalized as part of software and website development costs were $101, $347 and $530 for the years ended June 30, 2012, 2011 and 2010, respectively. As of June 30, 2012, there was $68,569 of total unrecognized compensation cost related...

  • Page 80
    ...of the standard U.S. statutory tax rate and our effective tax rate: Year Ended June 30, 2012 2011 2010 U.S. federal statutory income tax rate ...State taxes, net of federal effect ...Tax rate differential on non-U.S. earnings ...Compensation related items ...Increase in valuation allowance ...Other...

  • Page 81
    ...customer lists, marketing intangibles, web-based technologies, software tools, and related technical data and know-how (collectively "Webs Intellectual Property") in order to align the Webs business with our global operations. As this was an intra-entity transfer, the tax cost to be incurred by Webs...

  • Page 82
    ...and, as such, are required to file income tax returns in multiple jurisdictions globally. Generally, the years 2005 through 2011 remain open for examination by the tax authorities. Two of our subsidiaries, Vistaprint Limited (domiciled in Bermuda) and Vistaprint USA, Incorporated are currently under...

  • Page 83
    ...and geography is based on the country-specific website through which the customer's order was transacted. The following tables set forth revenue and income from operations by operating segment. Form 10-K Year Ended June 30, 2012 2011 2010 Revenue: North America ...$ 543,860 Europe ...415,213 Asia...

  • Page 84
    ... five fiscal years and thereafter are as follows at June 30, 2012: 2013 ...$ 2014 ...2015 ...2016 ...2017 ...Thereafter ...Total ...$ 10,929 10,099 9,359 8,970 7,565 2,968 49,890 Vistaprint USA, Incorporated's office space lease requires a security deposit in the form of a letter of credit in the...

  • Page 85
    ... share. 15. Subsequent Event On July 10, 2012, we closed a capital investment in a Chinese business, which operates under the name Namex. We paid $12.7 million in cash resulting in a 34.5% indirect equity interest with call options to increase our ownership incrementally over the coming eight years...

  • Page 86
    ... 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 87
    ... Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's supervisory board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the...

  • Page 88
    ...standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vistaprint N.V. as of June 30, 2012 and 2011 and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the...

  • Page 89
    ... reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. None. Other Information Form...

  • Page 90
    ..., our code of business conduct and ethics that applies to our principal executive, financial or accounting officers, or persons performing similar functions, we will post information about such amendment or waiver on our website at www.vistaprint.com. Item 11. Executive Compensation The information...

  • Page 91
    ... Exhibit Index immediately preceding 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...

  • Page 92
    ... its behalf by the undersigned, thereunto duly authorized. August 15, 2012 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 93
    ... to our Form 10-Q for the fiscal quarter ended September 30, 2011 Form of Indemnification Agreement between Vistaprint N.V. and each of our executive officers and members of our Supervisory Board and Management Board is incorporated by reference to our Current Report on Form 8-K filed with the...

  • Page 94
    ... 14, 2010 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 Amendment No. 2 to Employment Agreement between Vistaprint USA, Incorporated and Robert S. Keane dated September 28, 2011 is incorporated by reference to our Quarterly Report on Form 10...

  • Page 95
    ... of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer The following materials from this Quarterly Report on Form 10-K, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of...

  • Page 96

  • Page 97
    Proxy Statement Vistaprint NOTICE AND PROXY STATEMENT 2012

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  • Page 99
    ... your vote and revoke your proxy by following the procedures described in this proxy statement. All shareholders are cordially invited to attend the annual general meeting. By order of the Management Board, Chairman of the Management Board, President and Chief Executive Officer October 17, 2012

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    ... at our offices at the address above and for viewing, printing, and downloading at http://proxy.ir.vistaprint.com. We will furnish without charge a copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, as filed with the United States Securities and...

  • Page 102
    ... shares are not held in street name, you can revoke your proxy and change your vote by doing any one of the following things: ‰ signing another proxy card with a later date and delivering the new proxy card to our Chief Legal Officer at the offices of our subsidiary Vistaprint USA, Incorporated...

  • Page 103
    ..., the Netherlands in person, please send our Chief Legal Officer written notice at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than November 5, 2012. If you need directions to the meeting, please call Investor Relations at...

  • Page 104
    ... as our independent registered public accounting firm for the fiscal year ending June 30, 2013 (Proposal 10); and FOR the approval of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative...

  • Page 105
    ... offices in Venlo, the Netherlands as set forth below no later than 60 days before the 2013 annual general meeting. Proxy Statement ‰ The number of ordinary shares you hold must equal at least the lesser of 1% of our issued share capital or the equivalent of â,¬50 million in aggregate market...

  • Page 106
    ... 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 107
    ... shares; ‰ each member of our Supervisory Board; ‰ our named executive officers who are listed in the Summary Compensation Table in this proxy statement; and ‰ all of our supervisory directors and executive officers as a group. Name and Address of Beneficial Owner(1) Number of Ordinary Shares...

  • Page 108
    ... therein. (10) Includes the number of shares listed below that each executive officer and supervisory director has the right to acquire under share options and restricted share units that vest on or before November 3, 2012: ‰ Mr. Keane: 1,662,968 shares, held by the Trusts ‰ Ms. Blake: 37,879...

  • Page 109
    ... have the right to acquire under share options and restricted share units that vest on or before November 3, 2012. 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 110
    ... to Vistaprint. The Management Board is accountable to the Supervisory Board and to our shareholders. Our Management Board currently consists of four members who serve as managing directors for four-year terms: ‰ The term of Robert S. Keane, our President, Chief Executive Officer and Chairman...

  • Page 111
    ... our Annual Accounts are adopted. You can access a copy of the Annual Accounts through our website at http://proxy.ir.vistaprint.com or by sending a written request to: Investor Relations Vistaprint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 USA Our Management Board and Supervisory Board...

  • Page 112
    ... the market levels at which they are then trading, repurchases of our share capital may represent an attractive investment for us and our shareholders. Our Management Board, with the prior approval of our Supervisory Board, would determine the number of shares repurchased, if any, and the timing and...

  • Page 113
    ... of a notarial deed of amendment by a Dutch public notary, and by voting in favor of this proposal, our shareholders designate each member of our Management Board and each civil law notary, junior civil law notary, notarial assistant, and each lawyer working at Stibbe, our Dutch law firm, to have...

  • Page 114
    ... audit and the review of our financial statements and that are not reported under "Audit Fees." These services relate principally to consultations regarding financial accounting and reporting matters and fees for access to certain online accounting reference applications. (3) Tax fees and expenses...

  • Page 115
    ... of our other executive officers' total compensation was at risk. As required by Dutch law, we have a shareholder-approved Remuneration Policy that applies to our Management Board members, which you can find at www.vistaprint.com, and the compensation of our named executive officers is in accordance...

  • Page 116
    ... of directors of Consona Corporation, a privately held provider of customer relationship management and enterprise resource planning software and services. Mr. Gavin brings to the Supervisory Board his extensive experience as chief financial officer of several growing companies, as well as ten years...

  • Page 117
    ... shareholders to elect Hauke Hansen, our Senior Vice President and Chief Manufacturing Officer and a Vistaprint executive officer, to our Management Board at this 2012 annual general meeting. All members of our Management Board serve for four-year terms. ROBERT S. KEANE, President, Chief Executive...

  • Page 118
    ... Executive Vice President, Global Marketing since July 2012 and as Chief Customer Officer since June 2011. Prior to assuming her current roles, Ms. Blake served as President of Vistaprint's North American business unit from November 2010 to June 2012, as Chief Marketing Officer of our North American...

  • Page 119
    ... risk profile, operating Vistaprint's business on a day-to-day basis and addressing corporate social responsibility issues that are relevant to the enterprise. The Management Board is accountable to the Supervisory Board and to our shareholders. Each of our Supervisory Board and Management Board...

  • Page 120
    ... Board, our Code of Business Conduct and Ethics, our current articles of association, and the current charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee at www.vistaprint.com or by writing to: Investor Relations c/o Vistaprint USA, Incorporated...

  • Page 121
    ... of our ordinary shares for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary, Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the Netherlands, with a copy to Chief Legal Officer, Vistaprint USA, Incorporated, 95 Hayden...

  • Page 122
    ... of our Chief Executive Officer; ‰ overseeing and administering our cash and equity incentive plans; ‰ reviewing and making recommendations to the Supervisory Board with respect to supervisory director compensation; ‰ reviewing and discussing with management the Compensation Discussion and...

  • Page 123
    ... in Vistaprint's Annual Report on Form 10-K for the fiscal year ended June 30, 2012. The Audit Committee and Supervisory Board also have selected, subject to appointment by the shareholders, Ernst & Young LLP as Vistaprint's independent registered public accounting firm for the fiscal year ending...

  • Page 124
    ... its sole discretion, impose conditions as it deems appropriate on us or the related person in connection with approval of the related person transaction. In addition, under Dutch law, any member of our Supervisory Board or Management Board who has a conflict of interest is required to disclose that...

  • Page 125
    ... of our executive compensation program in late fiscal 2012. As a result of this redesign, we granted to our executive officers multi-year, premium-priced share options designed to increase the emphasis on Vistaprint's long-term performance and our new five-year growth strategy using share price as...

  • Page 126
    ... Pay for performance. The total compensation package for our executive officers is weighted heavily toward compensation based on Vistaprint's operating and share price performance. For fiscal 2012, our Chief Executive Officer had 98% of his total compensation at risk through our annual and long-term...

  • Page 127
    ... compensation of members of our senior management team who are not executive officers; ‰ Review of and feedback on our proposed executive compensation design featuring premium-priced share options; and ‰ Detailed equity utilization analysis comparing the number of shares that Vistaprint grants...

  • Page 128
    ... The Compensation Committee determined the fiscal 2012 base salaries of our named executive officers as follows: ‰ Mr. Keane's base salary had not increased during the previous two fiscal years (and in fact decreased from fiscal 2010 to fiscal 2011), during which time Vistaprint's business grew...

  • Page 129
    ... to 100% of the executives' target levels. The following table sets forth the target and actual annual cash incentives for our named executive officers for fiscal 2012: Name Target Annual Incentive ($) Actual Annual Incentive Paid ($) Proxy Statement Robert S. Keane ...Katryn Blake ...Donald...

  • Page 130
    ... to our executive officers multiyear, premium-priced share option awards designed to increase the emphasis on Vistaprint's long-term performance and our new five-year growth strategy using share price as the primary performance metric. The value of these premium-priced options represents the total...

  • Page 131
    ...61 under these 2010-2013 awards, the executive officers were not eligible for any payment for 2012 under the awards. 2011-2014 Awards Granted in Fiscal 2011. Under the long-term cash incentive awards that the Compensation Committee granted in fiscal 2011, each named executive officer is eligible to...

  • Page 132
    ..., however, from time to time enter into arrangements with some of our named executive officers to reimburse them for living and relocation expenses relating to their work outside of their home countries. You can find more information about these arrangements in the Summary Compensation Table of this...

  • Page 133
    ... of all other employment-related benefits for two years after the termination in the case of Mr. Keane, or one year after the termination in the case of our other named executive officers. The executive retention agreements also provide that, upon a change in control of Vistaprint, all equity awards...

  • Page 134
    ...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, 2012. Accelerated Vesting of Share Options ($)(2) Accelerated Vesting of Restricted Share Units...

  • Page 135
    ... units and vested, unexercised, in-the-money share options, with a value, based on the two-year trailing average of the closing prices of Vistaprint's ordinary shares on NASDAQ, equal to or greater than a multiple of the executive officer's annual base salary or the supervisory director's annual...

  • Page 136
    ... requirement. Section 162(m) The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer and to each other named executive...

  • Page 137
    ... Share Awards ($)(1) Option Awards ($)(1) Non-Equity Incentive Plan All Other Compensation Compensation ($)(2) ($) Proxy Statement Name and Principal Position Year Total ($) Robert S. Keane(3) ...President and Chief Executive Officer Katryn Blake(6) ...Executive Vice President, Global Marketing...

  • Page 138
    ... or long-term cash awards) to Mr. Keane or any additional share options to Ms. Blake or Messrs. Nelson or Teunissen. These amounts represent tax gross-up payments relating to the reimbursement of business travel expenses. Ms. Blake and Mr. Ruotolo were appointed executive officers in November 2010...

  • Page 139
    ... price ensures that Vistaprint's share price must increase above the price before the announcement of our strategy in order for the named executive officers to realize any returns on these awards. (5) The amounts reported in this column represent the grant date fair value for each executive officer...

  • Page 140
    ... table contains information about unexercised share options and unvested restricted share units as of June 30, 2012 for each of our named executive officers. Option Awards Number of Securities Underlying Unexercised Options (#) Exercisable (#) Unexercisable Share Awards Number Market of Shares Value...

  • Page 141
    ...eight-year term. Option Exercises and Shares Vested in the Fiscal Year Ended June 30, 2012 The following table contains information about option exercises and vesting of restricted share units on an aggregated basis during fiscal 2012 for each of our named executive officers. Option Awards Number of...

  • Page 142
    ... in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012. All share options referenced in this table were granted with an exercise price equal to the closing price of our ordinary shares on NASDAQ on the date of grant. Outstanding Equity Awards Held by Supervisory Directors at June...

  • Page 143
    ... share, which was the closing price of our ordinary shares on NASDAQ on June 29, 2012, the last trading day of our fiscal year 2012. We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Supervisory Board. When we initially set...

  • Page 144
    ... units having a fair value equal to $110,000 granted under our 2011 Equity Incentive Plan. Each newly appointed supervisory director receives two equity grants upon his or her initial appointment to the Supervisory Board: (1) a share option to purchase a number of ordinary shares having a fair value...

  • Page 145
    ... entity that had one or more executive officers serving as a member of our Supervisory Board or Compensation Committee. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of June 30, 2012 about the securities issued or authorized for future...

  • Page 146

  • Page 147
    ... Management Board Robert Keane President and Chief Executive Officer Corporate Counsel WilmerHale 60 State Street Boston, MA 02109 USA Phone: +1-617-526-6000 Don Nelson Executive Vice President, Capabilities and Chief Information Officer Trynka Shineman Executive Vice President, Global Marketing...

  • Page 148
    ...es SWEDEN | www.vistaprint.se SWITZERLAND | www.vistaprint.ch TURKEY | www.vistaprint.com.tr UNITED KINGDOM | www.vistaprint.co.uk UNITED STATES | www.vistaprint.com ALBELLI | www.albelli.com WEBS | www.webs.com Vistaprint N.V. | Hudsonweg 8 | 5928 LW Venlo | The Netherlands The testimonials on the...