Vistaprint 2012 Annual Report Download - page 136

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Each executive officer and supervisory director has until June 30, 2015 to comply with the share ownership
guidelines. As of June 30, 2012, all executive officers and supervisory directors had met or exceeded their
ownership guideline 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 officer (other than the Chief Financial Officer) whose
compensation is required to be reported to our shareholders pursuant to SEC rules by reason of being among our
three most highly paid executive officers. This deduction limitation can apply to compensation paid by
U.S. subsidiaries of Vistaprint. Qualifying performance-based compensation is not subject to the deduction limi-
tation if certain requirements are met.
The Compensation Committee reserves the right to use its judgment to authorize compensation payments
that may be subject to the Section 162(m) limitation when it believes that such payments are appropriate and in
the best interests of Vistaprint and its shareholders, after taking into account business conditions or the officer’s
performance. Although the Compensation Committee considers the impact of Section 162(m) when administer-
ing Vistaprint’s compensation plans, it does not make decisions regarding executive compensation based solely
on the expected tax treatment of such compensation. As a result, the Compensation Committee has deemed it
appropriate at times to forego qualified performance-based compensation under Section 162(m) in favor of
awards that may not be fully tax-deductible by Vistaprint’s subsidiaries, including with respect to the adjustment
to the EPS calculation under the Company’s annual and long-term cash incentive awards in fiscal 2012.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with management the Compensation Discussion
and Analysis contained in this proxy statement. Based on the Compensation Committee’s review and discussions
with management, the Compensation Committee recommended to the Supervisory Board that the Compensation
Discussion and Analysis be included in this proxy statement.
Compensation Committee of the
Supervisory Board
George M. Overholser, Chair
Louis R. Page
Peter Gyenes
36