Vistaprint 2013 Annual Report Download - page 100

‰delivering to our Chief Legal Officer written notice no later than 4:00 p.m. Eastern Standard Time on the
last business day before the meeting that you want to revoke your proxy; or
‰voting in person at the meeting.
If your shares are held in street name by a bank or brokerage firm and you wish to revoke or change your
voting instructions, then you must follow the directions you receive from your bank or brokerage firm.
Your attendance at the meeting alone will not revoke your proxy.
Can I vote if my shares are held in “street name”?
If the shares you own are held in street name by a bank or brokerage firm, then your bank or brokerage firm,
as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote
your shares, you will need to follow the directions your bank or brokerage firm provides to you. If you hold your
shares in street name, then you must follow the instructions below under “How do I attend the meeting and vote
in person?” if you wish to attend the meeting or vote in person.
How do I attend the meeting and vote in person?
If you wish to attend our annual meeting in Venlo, the Netherlands in person, please send our Chief Legal
Officer written notice at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lex-
ington, Massachusetts 02421 USA no later than November 4, 2013. If you need directions to the meeting, please
call Investor Relations at [phone].
If you wish to attend the meeting and your shares are held in street name by a bank or brokerage firm, then
you must provide the written notice referenced above and also bring with you to the meeting an account state-
ment or letter from your bank or brokerage firm showing that you are the beneficial owner of the shares as of the
record date in order to be admitted to the meeting. To be able to vote your shares held in street name at the meet-
ing, you will need to obtain a proxy card from the holder of record, i.e., your bank or brokerage firm.
What vote is required?
Under our articles of association, holders of at least one third of our outstanding ordinary shares must be
represented at the annual meeting to constitute a quorum, and the following vote is required to approve each of
the proposals described in this proxy statement:
‰Proposals 1 through 3 (elections of supervisory and managing directors): In accordance with our
articles of association, our Supervisory Board adopted unanimous resolutions to make binding nomi-
nations of the candidates 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 approval of a majority of votes cast at a meeting at
which a quorum is present.
‰Proposal 11 (advisory “say on pay”): This proposal requires the approval of a majority of votes cast at
a meeting at which a quorum is present. This vote is non-binding and advisory in nature, but our Compen-
sation Committee will take into account the outcome of the vote when considering future executive com-
pensation arrangements.
For all proposals, Dutch law and our articles of association provide that ordinary shares represented at the
meeting and abstaining from voting will count as shares present at the annual meeting but will not count for the
purpose of determining the number of votes cast. Broker non-votes will not count as shares present at the annual
meeting or for the purpose of determining the number of votes cast. “Broker non-votes” are shares that are held
in street name by a bank or brokerage firm that indicates on its proxy that it does not have discretionary authority
to vote on a particular matter.
Proxy Statement
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