Vistaprint 2012 Annual Report Download - page 110

The Management Board and Supervisory Board recommend that you vote FOR the reappointment of
Mr. Thomas as a member of our Supervisory Board.
PROPOSAL 2 — APPOINTMENT OF A MEMBER OF THE MANAGEMENT BOARD
As a Dutch company, we have a two-tiered board structure consisting of a Supervisory Board, which com-
prises our independent, non-employee supervisory directors, and a Management Board, which comprises manag-
ing directors who are also our executive officers. The principal responsibility of the members of the Management
Board is to manage Vistaprint, which means, among other things, that it is responsible for implementing Vistap-
rint’s aims and strategy, managing Vistaprint’s associated risk profile, operating Vistaprint’s business on a
day-to-day basis, and addressing corporate social responsibility issues that are relevant 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 of the Management
Board, expires at our 2013 annual general meeting;
‰The term of Katryn Blake, our Executive Vice President, Global Marketing and Chief Customer Officer,
expires at our 2015 annual general meeting;
‰The term of Donald Nelson, our Executive Vice President, Capabilities and Chief Information Officer,
expires at our 2015 annual general meeting; and
‰The term of Ernst Teunissen, our Executive Vice President and Chief Financial Officer, expires at our
2015 annual general meeting.
In August 2012, we designated Hauke Hansen, our Senior Vice President and Chief Manufacturing Officer,
as an executive officer of Vistaprint, and we are asking our shareholders to elect him to our Management Board.
You can find more information about Dr. Hansen and the current members of our Management Board in the sec-
tion of this proxy statement entitled “INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND
EXECUTIVE OFFICERS.”
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding nomi-
nations for open positions on the Management 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 Management 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 Hauke Hansen and
Katryn Blake to serve as a member of the Management Board 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 Dr. Hansen for this position.
The persons named in the enclosed proxy card will vote to appoint Dr. Hansen as a member of our Manage-
ment Board, unless you withhold authority to vote for his appointment by marking the proxy card to that effect.
Dr. Hansen has indicated his willingness to serve if appointed.
The Management Board and Supervisory Board recommend that you vote FOR the appointment of
Dr. Hansen as a member of our Management Board.
PROPOSAL 3 — ADOPTION OF ANNUAL ACCOUNTS
At the annual meeting, we are asking you to confirm and adopt our Dutch statutory annual accounts, or
Annual Accounts, for the fiscal year ended June 30, 2012, which are our audited consolidated financial state-
ments prepared in accordance with Dutch law. As a Dutch company, we are required by Dutch law and our
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