Vistaprint 2012 Annual Report Download - page 109

(11) Includes an aggregate of (i) 161,438 shares held in a margin account by Window to Wall Street, Inc., of
which Mr. Page is President, and (ii) 4,000 shares held in custodial accounts for the benefit of Mr. Page’s
minor children. Mr. Page disclaims beneficial ownership of the shares held by Window to Wall Street, Inc.
and for the benefit of his minor children, except to the extent of his pecuniary interest therein.
(12) Mr. Ruotolo resigned as a Vistaprint executive officer effective July 1, 2012.
(13) Includes 2,500 shares owned by a family limited liability company of which Mr. Thomas is a manager.
Mr. Thomas disclaims beneficial ownership of these shares except to the extent of his pecuniary interest
therein.
(14) Includes a total of 1,899,151 shares that all of our current executive officers and supervisory directors 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 ordinary shares, referred to as reporting persons, to file reports with the SEC disclosing
their ownership of and transactions in our ordinary shares and other equity securities. SEC regulations also
require these reporting persons to furnish us with copies of all such reports that they file.
Based solely on our review of reports filed by the reporting persons and written representations from such
persons, we believe that all reporting persons complied with all Section 16(a) filing requirements during fiscal
2012.
PROPOSAL 1 — REAPPOINTMENT OF A MEMBER OF THE SUPERVISORY BOARD
The six members of our Supervisory Board serve for rotating four-year terms:
‰Mark T. Thomas’ term expires at this 2012 annual general meeting, and we are asking our shareholders to
reappoint him;
‰The terms of John J. Gavin, Jr. and George M. Overholser expire at our 2013 annual general meeting;
‰The terms of Louis R. Page and Richard T. Riley expire at our 2014 annual general meeting; and
‰Peter Gyenes’ term expires at our 2015 annual general meeting.
None of the members of our Supervisory Board is an employee of Vistaprint.
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding nomi-
nations for open positions on the Supervisory Board. Dutch law also requires us to nominate at least two candi-
dates for each open position and allows us to recommend that shareholders vote for one of the two candidates for
each position. The candidate receiving the greater number of votes for each position will be appointed as a
member of our Supervisory Board. In accordance with the recommendation of the Nominating and Corporate
Governance Committee of the Supervisory Board and pursuant to the invitation of our Management Board, the
Supervisory Board has adopted a unanimous resolution to make a binding nomination of Mark T. Thomas and
John J. Gavin, Jr. to serve as a supervisory director for a term of four years ending on the date of our annual
general meeting of shareholders in 2016. The Supervisory Board recommends that shareholders vote for the
appointment of Mr. Thomas for this position because of his valuable service as a supervisory director due in part
to his extensive strategy, investment, and international business experience.
The persons named in the enclosed proxy card will vote to reappoint Mr. Thomas as a member of our Super-
visory Board, unless you withhold authority to vote for his reappointment by marking the proxy card to that
effect. Mr. Thomas has indicated his willingness to serve if appointed.
Mr. Thomas is currently a member of our Supervisory Board. You can find more information about
Mr. Thomas and the other members of our Supervisory Board in the section of this proxy statement entitled
“INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND EXECUTIVE OFFICERS.”
Proxy Statement
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