Vistaprint 2012 Annual Report Download - page 104

How will votes be counted?
Each ordinary share will be counted as one vote according to the instructions contained on a properly com-
pleted proxy or on a ballot voted in person at the annual meeting. Shares will not be voted in favor of a proposal
if either the shareholder abstains from voting on a particular matter, or the shares are broker non-votes.
Who will count the votes?
Computershare Trust Company, Inc., our transfer agent, will count, tabulate and certify the votes.
How do the Management Board and Supervisory Board recommend that I vote on the proposals?
The Management Board and Supervisory Board recommend that you vote:
FOR the reappointment of Mark T. Thomas to serve as a member of our Supervisory Board for a term
of four years ending on the date of our annual general meeting of shareholders in 2016 (Proposal 1);
FOR the appointment of Hauke Hansen to serve as a member of our Management Board for a term of
four years ending on the date of our annual general meeting of shareholders in 2016 (Proposal 2);
FOR the adoption of our statutory annual accounts, as prepared in accordance with Dutch law, for the
fiscal year ended June 30, 2012 (Proposal 3);
FOR the discharge of the members of our Management Board from liability with respect to the
exercise of their duties during the year ended June 30, 2012 (Proposal 4);
FOR the discharge of the members of our Supervisory Board from liability with respect to the exercise
of their duties during the year ended June 30, 2012 (Proposal 5);
FOR the authorization of our Management Board, acting with the approval of the Supervisory Board,
to repurchase up to 6,800,000 of our issued and outstanding ordinary shares until May 8, 2014 (Proposal 6);
FOR the authorization of our Management Board, acting with the approval of the Supervisory Board,
to repurchase up to 3,400,000 of our issued and outstanding ordinary shares until May 8, 2014, in case
shareholders do not approve Proposal 6 above (Proposal 7);
FOR the amendment to our articles of association to reduce our authorized capital to 2,000,000 Euros
divided into 100,000,000 ordinary shares and 100,000,000 preferred shares (Proposal 8);
FOR the cancellation of 5,869,662 ordinary shares held in our treasury account (Proposal 9);
FOR the appointment of Ernst & Young LLP 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 Compensa-
tion Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in this
proxy statement (Proposal 11).
Will any other business be conducted at the meeting or will other matters be voted on?
Our Management Board and Supervisory Board do not know of any other matters that may come before the
meeting. If any other matter properly comes before the meeting, then, to the extent permitted by applicable law,
the persons named in the proxy card that accompanies this proxy statement may exercise their judgment in decid-
ing how to vote, or otherwise act, at the meeting with respect to that matter or proposal.
Where can I find the voting results?
Within four business days after the annual meeting, we will report the voting results on a Current Report on
Form 8-K that we will file with the SEC.
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