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20
13
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 Diff erence

Table of contents

  • Page 1
    13 20 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 Di ff erence

  • Page 2
    ...14 13 12 11 10 9 8 7 6.2 6 5 4 3 2 1 0 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 *Organic metrics exclude the fiscal 2012 acquisitions of Webs and Albumprinter Average Bookings Per Unique Customer (Organic*) U.S. Dollars 15.8 $80 $72 $68 $69 14.4 $70 $61 11.4 $70 $63 $60...

  • Page 3
    ...for your confidence and support of Vistaprint as we continue to create value for our customers, provide rewarding opportunities for our employees, and seek strong financial returns for our long-term shareholders. Sincerely, Robert S. Keane Chairman of the Management Board, President and CEO Special...

  • Page 4
    ... 31, 2012 (the last business day of the registrant's most recently completed second fiscal quarter) based on the last reported sale price of the registrant's ordinary shares on the NASDAQ Global Select Market. As of August 9, 2013, there were outstanding 32,879,497 ordinary shares, par value â,¬0.01...

  • Page 5
    ... Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services...

  • Page 6
    ... business marketing products and services, consumers also purchase many of our products, such as invitations and announcements, greeting cards, photo books and calendars. We offer value to our customers through innovative technology, a broad selection of customized products and services, low pricing...

  • Page 7
    ... many markets around the world who have started the design process but find that they require some guidance or design help can, with the assistance of our customer service, sales and design support personnel, obtain real-time design or ordering assistance in their local language. We also offer email...

  • Page 8
    ... products and related services, including signage, websites and email marketing, business identity, direct mail services, apparel and promotional gifts. Customer Support Experience Customers who need help with their design or ordering process are able to reach our customer service agents via phone...

  • Page 9
    ...of high quality photographs and illustrations are currently available for use by customers in product design. Customers can also upload their own images and logos for incorporation into their product designs. Our Internet-based, remote, real-time, co-creativity and project management application and...

  • Page 10
    ... management, pick and pack operations, and addressing and shipping of orders. Marketing Technologies We use our marketing technologies to automatically generate and display additional products incorporating the customer's initial design, facilitating the cross-sale of related products and services...

  • Page 11
    ... total revenues) in the years ended June 30, 2013, 2012, and 2011, 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...

  • Page 12
    ... "Risk Factors" in this Annual Report on Form 10-K. Our Competitive Advantage: Mass Customization Manufacturing Our high-volume, standardized, scalable production processes are driven by sophisticated proprietary software described above. Our technologies are designed to readily scale as the number...

  • Page 13
    ... to our websites from their sites and include our site address in promotional materials. 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...

  • Page 14
    ... specialty paper; email marketing services companies; website design and hosting companies; suppliers of custom apparel, promotional products and customized gifts; online photo product companies; Internet firms and retailers; and other digital marketing such as social media, local search directories...

  • Page 15
    ... for office businesses. We have not experienced any work stoppages and believe that relations with our employees are favorable. Corporate Information Vistaprint N.V. was incorporated under the laws of the Netherlands on June 5, 2009 and on August 30, 2009 became the publicly traded parent company of...

  • Page 16
    ... new and repeat customers in a cost-effective manner. We rely on a variety of methods to draw visitors to our websites and promote our products and services, such as purchased search results from online search engines, e-mail, direct mail, advertising banners and other online links, broadcast media...

  • Page 17
    ... 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 18
    ... to manage our production, fulfillment, and support operations; costs to produce and deliver our products and provide our services, including the effects of inflation; our pricing and marketing strategies and those of our competitors; investments in our business to generate or support revenues and...

  • Page 19
    ... 30 localized websites to serve various geographic markets. We expect to establish operations and sell our products and services in additional geographic regions, including emerging markets, where we may have limited or no experience. We are subject to a number of risks and challenges that relate to...

  • Page 20
    ...contingent or unanticipated liabilities, or increased tax costs. Form 10-K • • • We face risks related to interruption of our operations and lack of redundancy. Our production facilities, websites, infrastructure, supply chain, customer service centers, and operations may be vulnerable to...

  • Page 21
    ...small business and home and family markets; 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 22
    ... on our revenues and results of operations. Many factors can significantly impact our pricing strategies, including the costs of running our business, our competitors' pricing and marketing strategies, and the effects of inflation. We offer some free or discounted products and services as a means...

  • Page 23
    .... If such a third party were to send emails marketing our products and services in violation of applicable anti-spam or other laws, then our reputation could be harmed and we could potentially be liable for their actions. Our customers create products that incorporate images, illustrations and fonts...

  • Page 24
    ... have entered into interest rate swap and currency forward contracts to manage differences in the amount, timing, and duration of our known or expected cash payments related to our long-term debt and operating cash flows. Our objective in using these derivatives is to add stability to our net income...

  • Page 25
    ...us from performing the infringing activity, which could restrict our ability to use certain technologies important to the operation of our business. Alternatively, we may be required to, or decide to, enter into a license with a third party that claims infringement by us. Any such license may not be...

  • Page 26
    ... customers. As we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. For some payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs...

  • Page 27
    ... accessing our sites. Any interruption in our customers' ability or willingness to access our websites if we do not have adequate security certificates could result in a material loss of revenue and profits and damage to our brands. Risks Related to Our Corporate Structure Challenges by various tax...

  • Page 28
    ... 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 29
    ... generally (including employees, customers and creditors), not just shareholders. As a result, our shareholders may find it more difficult to protect their interests against actions by members of our supervisory board or management board than they would if we were a U.S. corporation. Because of...

  • Page 30
    ... Bay, Jamaica. This building is being used for a customer service, sales and design support center, which replaced the previously leased spaces in Jamaica. Our web servers are located in a data center space at a LinkBermuda (formerly known as Cable and Wireless) co-location and hosting facility...

  • Page 31
    ... 202,000 square foot facility in Lexington, Massachusetts which contains technology development, marketing and administrative employees and is included in the North America business segment below. In July 2013, we executed an eleven year lease to move our Lexington operations to a new 300,000 square...

  • Page 32
    ...,275 6,152,275 6,152,275 6,152,275 $ 38.12 (1) On February 13, 2013, we announced that our Supervisory Board authorized the purchase of up to 6,800,000 of our outstanding ordinary shares on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18 pursuant to...

  • Page 33
    ... shares and in each of the indexes on June 30, 2008 and its relative performance is tracked through June 30, 2013. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Vistaprint N.V., the NASDAQ Composite Index and the RDG Internet Composite Index Year Ended June 30, 2008 2009 2010 2011 2012 2013...

  • Page 34
    ...- (3,219) As of June 30, 2013 (a)(b) 2012 (b) 2011 (In thousands) 2010 2009 Consolidated Balance Sheet Data: Cash, cash equivalents and marketable securities (c) ...$ Working capital (c) ...Total assets...Total long-term debt, excluding current portion...Total shareholders' equity ..._____ 50,065...

  • Page 35
    ... due to planned investments we made in support of our long-term growth strategy, including increased investment levels in our organic business such as advertising and other marketing expenditures in support of new and repeat customer growth, technology and development resources in support of our...

  • Page 36
    ... businesses have a website today, but digital marketing services, including websites, email marketing, online search marketing and social media marketing, are a fast-growing part of the small business marketing space. We believe there is great value in helping customers understand the powerful ways...

  • Page 37
    ...included elsewhere in this Annual Report on Form 10-K. 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 38
    ... and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes. Software and Website Development Costs. We capitalize eligible salaries and payroll-related costs of employees who devote time to the development of websites and internal-use computer...

  • Page 39
    ..., we estimate the fair values of our reporting units using a discounted cash flow methodology. The discounted cash flows are based on our strategic plans and best estimates of revenue growth and operating profit by each reporting unit. Our annual analysis requires significant judgment, including the...

  • Page 40
    ... Results of Operations The following table presents our operating results for the periods indicated as a percentage of revenue: Year Ended June 30, 2013 2012 2011 Form 10-K As a percentage of revenue: Revenue ...Cost of revenue ...Technology and development expense ...Marketing and selling expense...

  • Page 41
    ... 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 42
    ... points during the fiscal year ended June 30, 2013, as compared to the prior year period. 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, as well as...

  • Page 43
    ... process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production costs, production costs of free products and other related costs of products sold by us. The decrease in cost of revenue, as a percentage of total revenue, from fiscal 2012...

  • Page 44
    ...trade names; and thirdparty payment processing fees. The growth in our marketing and selling expenses of $70.6 million for fiscal 2013 as compared to fiscal 2012 was driven primarily by increases of $34.4 million in advertising costs and commissions related to new customer acquisition and promotions...

  • Page 45
    ...facility-related costs of $20.7 million. We continued to expand our marketing organization and our customer service, sales and design support centers and at June 30, 2012, we employed 1,515 employees in these organizations compared to 1,017 employees at June 30, 2011. In addition, payment processing...

  • Page 46
    ... to file its tax reporting using U.S. dollars. The increase in the overall effective tax rate during the year ended June 30, 2012 as compared to June 30, 2011 is primarily due to the reduction in our consolidated pre-tax income as a result of planned investments in support of our long-term growth...

  • Page 47
    ... to accrual based net income for non-cash items of $89.6 million primarily related to depreciation and amortization of $64.3 million and share-based compensation costs of $32.9 million; Proceeds from borrowing of long-term debt of $113.7 million; and Changes in working capital balances of $21...

  • Page 48
    ... discussion. In the next twelve months we may use, as needed, our revolving credit facility or additional sources of borrowings in order to fund our ongoing operations, purchase our ordinary shares, or support our long-term growth. We have other financial obligations that constitute additional...

  • Page 49
    ...In order to mitigate our exposure to interest rate changes related to our variable rate debt, we execute interest rate swap contracts to fix the interest rate on a portion of our outstanding long-term debt with varying maturities. As of June 30, 2013, a hypothetical 100 basis point increase in rates...

  • Page 50
    ... U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net income. In order to mitigate a portion of the exposure related to currency exchange rate volatility on our net income, we execute currency...

  • Page 51
    Item 8. Financial Statements and Supplementary Data VISTAPRINT N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ......

  • Page 52
    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. as of June 30, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, ...

  • Page 53
    VISTAPRINT N.V. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) June 30, 2013 June 30, 2012 Assets Current assets: Cash and cash equivalents ...Accounts receivable, net of allowances of $104 and $189, respectively ...Inventory ...Prepaid expenses and other current assets...

  • Page 54
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year Ended June 30, 2013 2012 2011 Form 10-K Revenue ...$ Cost of revenue (1) ...Technology and development expense (1) ...Marketing and selling expense (1) ...General and administrative expense ...

  • Page 55
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended June 30, 2013 2012 2011 Net income ...$ Other comprehensive income: Foreign currency translation ...Unrealized gain on derivative instruments designated and qualifying as cash flow hedges ...Amounts ...

  • Page 56
    ... Shareholders' Equity Form 10-K Amount Amount Retained Earnings 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...

  • Page 57
    ...Payments of long-term debt and debt issuance costs ...Payments of withholding taxes in connection with vesting of restricted share units ...Purchases of ordinary shares ...Excess tax benefits derived from share-based compensation awards ...Proceeds from issuance of ordinary shares ...Net cash used...

  • Page 58
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Form 10-K Year Ended June 30, 2013 2012 2011 Cash paid during the period for: Interest ...$ Income taxes ... 4,762 13,656 $ 1,487 7,104 $ 219 4,259 See accompanying notes. 55

  • Page 59
    ... processing technologies and advanced computer 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...

  • Page 60
    ... our capitalized software and website developments costs from 2 to 3 years based on an evaluation of historical trends, the period of benefit of past projects, and our current project portfolio. This change in estimated useful life increased our pre-tax income for fiscal year ended June 30, 2013 by...

  • Page 61
    ... held for sale are reported at the lower of cost or fair value less costs to sell. We did not have any assets held for sale at June 30, 2013 or 2012. For the fiscal year ended, June 30, 2013, 2012 and 2011 we recorded abandonment charges for long-lived assets, inclusive of capitalized software, of...

  • Page 62
    ... over the terms of the respective financing arrangement using the effective interest method, or on a straight-line basis through the maturity date for our credit facility. During the year ended June 30, 2013 and 2012, we capitalized debt issuance costs related to our credit facility arrangements of...

  • Page 63
    ... primarily from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services,order referral fees and other third party offerings. We recognize revenue arising from sales of products and services when it is...

  • Page 64
    ...are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Year Ended June 30, 2013 2012 2011 Form 10...

  • Page 65
    ... the benefit, net of estimated forfeitures, and is included in other liabilities on our consolidated balance sheets. Concentrations of Credit Risk We monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. We had one partner that represented 35...

  • Page 66
    ... 2 in the fair value hierarchy. The following table represents the changes in fair value of Level 3 contingent consideration: Albumprinter contingent earn-out Balance at June 30, 2012 ...$ Fair value adjustment ...Effect of currency translation adjustments ...Balance at June 30, 2013 ...$ 570 (580...

  • Page 67
    ... fair value may not be representative of actual values that could have been or will be realized in the future. 4. Derivative Financial Instruments Hedges of Interest Rate Risk During fiscal 2013, we have entered into interest rate swap contracts to manage differences in the amount, timing, and...

  • Page 68
    ... Income on Derivatives (Effective Portion) Year Ended June 30, In thousands 2013 2012 Interest Rate Swaps ...Currency contracts that hedge revenue ...Currency contracts that hedge cost of revenue ...Currency contracts that hedge technology and development expense ...Currency contracts that hedge...

  • Page 69
    ... Loss to Net Income Gain/(Loss) Year Ended June 30, In thousands 2013 2012 Affected line item in the Statement of Operations Currency contracts that hedge revenue ...Currency contracts that hedge cost of revenue . . Currency contracts that hedge technology and development expense ...Currency...

  • Page 70
    ... our credit facility, and we agreed to pay up to an additional â,¬5,000 ($7,085 based on the exchange rate as of the date of acquisition) in cash on or after December 31, 2012 based upon the acquired business achieving revenue and earnings targets for calendar year 2012. The estimated fair value of...

  • Page 71
    ... to our Europe operating segment. The purchase price was allocated as follows: Weighted Average Amount Useful Life in Years Total assets acquired (1)...$ Total liabilities assumed (2)...Identifiable intangible assets: Trade name ...Developed technology ...Customer relationships ...Goodwill ...Total...

  • Page 72
    .... These amounts also assume the Webs RSAs were granted 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...

  • Page 73
    ... Assets June 30, 2013 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount June 30, 2012 Accumulated Amortization Net Carrying Amount 9,407 Trade Name ...$ Developed Technology ...14,103 Customer Relationships ...20,816 4,600 Customer Network ...Total Intangible...

  • Page 74
    ... Accrued expenses included the following: June 30, 2013 June 30, 2012 Form 10-K Compensation costs (1) ...$ Advertising costs ...Income and indirect taxes ...Shipping costs ...Purchases of property, plant and equipment (2) ...Professional costs ...Other ...Total accrued expenses ...$ _____ 43,879...

  • Page 75
    ...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 76
    ... a market condition using a lattice model with compensation expense recorded on an accelerated basis over the requisite service period. Weighted-average values used for option grants in fiscal 2013, 2012 and 2011 were as follows: Year Ended June 30, 2013 2012 2011 Form 10-K Risk-free interest rate...

  • Page 77
    ..., 2012 and 2011, respectively. Share-based compensation costs capitalized as part of software and website development costs were $130, $101 and $347 for the years ended June 30, 2013, 2012 and 2011, respectively. As of June 30, 2013, there was $57,655 of total unrecognized compensation cost related...

  • Page 78
    ... tax rate and our effective tax rate: Year Ended June 30, 2013 2012 2011 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 ...Tax benefit from Canadian tax...

  • Page 79
    ... at June 30, 2013 and 2012: Year Ended June 30, 2013 2012 Deferred tax assets: Net operating loss carryforwards ...$ Depreciation and amortization ...Accrued expenses ...Share-based compensation ...Corporate minimum tax credit carryforwards ...R&D credit carryforwards ...Subtotal ...Valuation...

  • Page 80
    .... We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2007 through 2012 remain open for examination by the Internal Revenue Service and the years 2005 through 2012 remain open for examination in...

  • Page 81
    ... investment is accounted for using the equity method. We record in net income a proportionate share of the earnings or losses of Namex, as well as related amortization, with a corresponding increase or decrease in the carrying value of the investment. For the year ended June 30, 2013, we recorded...

  • Page 82
    ... 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. Year Ended June 30, 2013 2012 2011 Form 10-K Revenue: North America ...$ 644,326 Europe ...452,202 Most of...

  • Page 83
    ...groups of similar products and services: Year Ended June 30, 2013 2012 2011 United States ...$ 606,246 Non-United States (1) ...561,232 Total revenue ...$ 1,167,478 515,584 504,685 $ 1,020,269 $ $ $ 430,354 386,655 817,009 Year Ended June 30, 2013 2012 2011 Physical printed products and other...

  • Page 84
    ... indemnification provision. In July 2013, we executed a lease for an eleven year term to move our Lexington, Massachusetts operations to a new facility in Waltham, Massachusetts, commencing in the second half of calendar 2015. The table above includes the lease payments associated with our current...

  • Page 85
    ...18 0.17 $ 280,066 99,009 2,305 0.07 0.07 (0.05) $ (0.05) $ $ $ $ $ Year Ended June 30, 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue ...$ Cost of revenue ...Net income ...Net income per share: Basic ...$ Diluted ...$ 212,360 78,064 8,172 0.20 0.19 $ 299,862 99...

  • Page 86
    ... of a company that are 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 recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls...

  • Page 87
    ... over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange 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...

  • Page 88
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vistaprint N.V. as of June 30, 2013 and 2012 and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the...

  • Page 89
    Changes in Internal Control Over Financial Reporting During the year ended June 30, 2013, we implemented a process and internal controls related to accounting for derivative instruments including hedge documentation, initial and ongoing hedge effectiveness testing, and the valuation of our ...

  • Page 90
    ... 2013 Proxy Statement captioned "Executive Compensation," "Compensation of Supervisory Board Members" and "Compensation Committee Interlocks and Insider Participation." Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required...

  • 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
    ... by the undersigned, thereunto duly authorized. August 15, 2013 Vistaprint N.V. By: /s/ Robert S. Keane Robert S. Keane Chief Executive Officer Form 10-K 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
    ... years 2012-2015 under our Performance Incentive Plan for Covered Employees is incorporated by reference 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...

  • Page 94
    ... to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011 Amendment No. 3 to Employment Agreement between Vistaprint USA, Incorporated and Robert S. Keane dated July 25, 2012 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June...

  • Page 95
    ... 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 Operations, (iii) Condensed...

  • Page 96
    Proxy Statement Vistaprint NOTICE AND PROXY STATEMENT 2013

  • Page 97
    ... at 7:00 p.m. Central European Time at the offices of Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING: Proxy Statement (1) Reappoint John J. Gavin, Jr. to our Supervisory Board to serve for a term of four years ending on the date of...

  • Page 98
    ...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, 2013, as filed with the United States Securities and Exchange...

  • Page 99
    ... 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, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than 4:00 p.m. Eastern Standard Time on the last business day before...

  • Page 100
    ... for supervisory director and managing director. Our shareholders may set aside any or all of these binding nominations only by a vote of at least two thirds of the votes cast at a meeting representing more than half of our share capital. ‰ Proposals 4 through 10: These proposals require the...

  • Page 101
    ... Overholser to serve as members of our Supervisory Board for terms of four years ending on the date of our annual general meeting of shareholders in 2017 (Proposals 1 and 2); FOR the reappointment of Robert S. Keane to serve as a member of our Management Board for a term of four years ending on the...

  • Page 102
    ...proposal at our registered offices in Venlo, the Netherlands as set forth below no later than 60 days before the 2014 annual general meeting, and ‰ The number of ordinary shares you hold must equal at least 3% of our issued share capital. Under our articles of association, shareholders do not have...

  • Page 103
    ... and 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: Investor Relations, Vistaprint, 95 Hayden Avenue, Lexington, MA 02421, USA...

  • Page 104
    ... 4, 2013 by: ‰ each shareholder we know to own beneficially more than 5% of our outstanding ordinary 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...

  • Page 105
    ... indicated, the address of each supervisory director and executive officer listed is c/o Vistaprint, Hudsonweg 8, 5928 LW Venlo, the Netherlands. (2) For each person or entity in the table above, the "Number of Shares Beneficially Owned" column may include ordinary shares attributable to the...

  • Page 106
    ... and Chief Accounting Officer, was late in reporting a grant of restricted share units in August 2013 due to an administrative error by Vistaprint. PROPOSALS 1 AND 2 - REAPPOINTMENT OF TWO MEMBERS OF OUR SUPERVISORY BOARD The eight members of our Supervisory Board serve for rotating four-year terms...

  • Page 107
    ... to Vistaprint. The Management Board is accountable to the Supervisory Board and to our shareholders. Our Management Board currently consists of five members who serve as managing directors for four-year terms: ‰ The term of Robert S. Keane, our President, Chief Executive Officer and Chairman...

  • Page 108
    ... 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 109
    ...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 and within the parameters described in this Proposal 7, would determine the number...

  • Page 110
    ... a multiple-year period. The Supervisory Board believes that the Performance Incentive Plan is in the best interest of Vistaprint and its shareholders and recommends that shareholders vote for the proposal to reapprove the Performance Incentive Plan. Tax Issues Section 162(m) of the Code limits the...

  • Page 111
    ...the Code and key employees of Vistaprint or a related company (as that term is used in the Performance Incentive Plan) who are designated to participate in the Performance Incentive Plan from time to time, as determined in the sole discretion of the Compensation Committee. The Compensation Committee...

  • Page 112
    ...‰ net cash flow ‰ cash flow from operations ‰ cash flow per share ‰ increase in cash flow ‰ operating profit ‰ revenue growth ‰ return on capital ‰ return on invested capital ‰ earnings before interest, taxes, depreciation and amortization ‰ operating income ‰ pre-tax operating...

  • Page 113
    ... Performance Incentive Plan. However, the approval of the Supervisory Board, Compensation Committee or shareholders is required for any amendment if such approval is necessary to comply with the applicable provisions of Section 162(m) of the Code and other applicable laws or stock exchange rules or...

  • Page 114
    ... member may be an employee of Vistaprint. We are asking our shareholders to approve the following changes to our Supervisory Board compensation, effective as of July 1, 2013, the beginning of our 2014 fiscal year: ‰ The annual cash retainer that each supervisory director receives would increase...

  • Page 115
    ... reporting matters and fees for access to certain online accounting reference applications. (3) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation), tax advice, tax planning and consultation services. Tax compliance services (assistance with tax...

  • Page 116
    ... Chief Executive Officer's total compensation was at risk, including an annualized portion of his multi-year, premium-priced share options. 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...

  • Page 117
    ... 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 as an...

  • Page 118
    ...publicly traded corporation and provider of products and services to small businesses, most recently serving as Chief Executive Officer, President, Chief Operating Officer and director. Mr. Riley brings to the Supervisory Board his extensive experience of leading companies as chief executive officer...

  • Page 119
    ... 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 120
    ... 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 the enterprise. The Management Board is accountable to both the Supervisory Board and our shareholders. 23

  • Page 121
    ... risks, operating the business on a day-to-day basis, and addressing corporate social responsibility issues that are relevant to the enterprise; ‰ the Management Board is responsible for determining that effective systems are in place for the periodic and timely reporting to the Supervisory Board...

  • Page 122
    ...a written code of business conduct that applies to our supervisory directors, officers, and employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ stock market listing standards...

  • Page 123
    ... 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 124
    ... Rules of the Supervisory Board and of the Management Board. The Nominating and Corporate Governance Committee met four times during fiscal 2013. Report of the Audit Committee The Audit Committee has reviewed Vistaprint's audited financial statements for the fiscal year ended June 30, 2013 and has...

  • Page 125
    ..., and its review of the representations and information provided by, management and Ernst & Young LLP, the Audit Committee recommended to the Supervisory Board that the audited financial statements be included in Vistaprint's Annual Report on Form 10-K for the fiscal year ended June 30, 2013. The...

  • Page 126
    ... to which Vistaprint may receive repetitive or duplicative communications. Shareholders who wish to send communications on any topic to our Supervisory Board should address such communications to: Supervisory Board c/o Corporate Secretary Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands 29

  • Page 127
    ... 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 five-year growth strategy using share price as the...

  • Page 128
    ... greater shareholder return above Vistaprint's share price before the July 28, 2011 strategy announcement. ‰ To emphasize long-term performance, the options vest over seven years. They have an eight-year term. ‰ The aggregate value of Mr. Keane's options granted in May and August 2012 represents...

  • Page 129
    ... year ‰ Long-term incentive awards, which may include long-term cash incentives, share options, and restricted share units, which reward executives based on Vistaprint's achievement of longer term financial objectives and the creation of value for our shareholders as reflected in our share price...

  • Page 130
    ... this change, the fiscal 2013 annual cash incentives are based 90% on Vistaprint's achievement of full-year constant currency revenue goals and 10% on Vistaprint's achievement of full-year EPS goals determined by the Compensation Committee based on our annual budget approved by the Supervisory Board...

  • Page 131
    ... an effective way to motivate our executives to manage the company in a manner that is consistent with the long-term interests of both the company and our shareholders, with equity awards generating greater returns for our executives and employees as our share price increases. Our share options and...

  • Page 132
    rately in each of our fiscal years 2012 and 2013 for purposes of complying with a share limitation set forth in our 2011 Equity Incentive Plan, and Dr. Hansen was not an executive officer during fiscal 2012 and therefore received his premium-priced share option in fiscal 2013 at the same time as our...

  • Page 133
    ...share-based compensation expense relating to the premium-priced share options granted to our executives and management team. This actual adjusted EPS of $1.516 compared to the fiscal 2013 performance goals of the long-term incentive cash awards granted to our executive officers as follows: 2010-2013...

  • Page 134
    ... 67%. Perquisites In general, executives are not entitled to benefits that are not otherwise available to all other employees who work in the same geographic location. We do, however, from time to time enter into arrangements with some of our named executive officers to reimburse them for living...

  • Page 135
    ... exercisable until the earlier of one year after termination or the original expiration date of the award. If an executive is required to pay any excise tax pursuant to Section 280G of the Code as a result of compensation payments made to him or her, or benefits obtained by him or her (including...

  • Page 136
    ... on June 30, 2013. Accelerated Vesting of Share Options ($)(2) Accelerated Vesting of Restricted Share Units ($)(3) Welfare Benefits ($)(4) Tax Gross-Up Payment ($)(5) Name Cash Payment ($)(1) Total ($) Robert S. Keane • Termination Without Cause or With Good Reason ...• Change in Control...

  • Page 137
    ....37 per share, which was the closing price of our ordinary shares on June 28, 2013. (4) Amounts reported in this column represent the estimated cost of providing employment related benefits (such as insurance for medical, dental, and vision) during the period the named executive officer is eligible...

  • Page 138
    ...Revenue Service, pursuant to Section 162(m) of the Code, 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...

  • Page 139
    ...Share Awards ($)(1) Option Awards ($)(1) Non-Equity Incentive Plan All Other Compensation Compensation ($)(2) ($) Total ($) Name and Principal Position Year Robert S. Keane(3) ...President and Chief Executive Officer Katryn S. Blake ...Executive Vice President, Global Marketing and Chief Customer...

  • Page 140
    ...Vistaprint shall not grant any additional long-term incentive award in any form (including equity or long-term cash awards) to Mr. Keane or any additional share options to Ms. Blake or Messrs. Nelson or Teunissen. This amount represents tax gross-up payments relating to the reimbursement of business...

  • Page 141
    ...our Annual Report on Form 10-K for the fiscal year ended June 30, 2013. The value of the share option granted to Dr. Hansen represents the total approximate value of all traditional share options that Vistaprint would have granted to him over a four-year period. The value of Mr. Keane's share option...

  • Page 142
    ... price equal to the fair market value of our ordinary shares on the date of grant and becomes exercisable, so long as the named executive officer continues to be employed with us, as to 25% of the shares subject to the option after one year and 6.25% per quarter thereafter. Except as set forth...

  • Page 143
    ... by $49.37 per share, which was the closing price of our ordinary shares on NASDAQ on June 28, 2013, the last trading day of our fiscal year 2013. (4) All of Mr. Keane's awards are held by his Trusts. (5) Mr. Keane may not exercise his premium-priced options unless our share price on NASDAQ is at...

  • Page 144
    ... in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013. 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 145
    ... price of our ordinary shares on NASDAQ on June 28, 2013, the last trading day of our fiscal year 2013. 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 our supervisory directors...

  • Page 146
    ... Non-Employee Directors' Share Option Plan, as amended; and (2) restricted share units having a fair value equal to $125,000, granted under our 2011 Equity Incentive Plan. The supervisory directors' options and restricted share units vest at a rate of 8.33% per quarter over a period of three years...

  • Page 147
    ... 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, 2013 about the securities issued or authorized for future...

  • Page 148
    CORPORATE INFORMATION Management Board Robert Keane Chief Executive Of ficer Independent Registered Public Accounting Firm Ernst & Young LLP 200 Clarendon Street Boston, MA 02116 USA Phone: +1-617-266-2000 Hauke Hansen Chief Manufacturing Of ficer Don Nelson Chief Information Of ficer ...

  • Page 149
    ... www.vistaprint.sg Spain | www.vistaprint.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 Hudsonweg 8 | 5928 LW Venlo | The Netherlands