Vistaprint 2013 Annual Report Download - page 106

‰Mr. Overholser: 27,310 shares
‰Mr. Page: 2,400 shares
‰Mr. Riley: 51,743 shares
‰Mr. Teunissen: 35,546 shares
‰Mr. Thomas: 10,840 shares
(11) Includes an aggregate of (i) 106,438 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) 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.
(13) Includes a total of 2,134,421 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, 2013.
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 from July 1,
2012 to September 1, 2013, except that Michael Greiner, our Senior Vice President, Corporate Finance 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:
‰The terms of John J. Gavin, Jr. and George M. Overholser expire at this 2013 annual general meeting, and
we are asking our shareholders to reappoint them.
‰The terms of Louis R. Page and Richard T. Riley expire at our 2014 annual general meeting.
‰The terms of Peter Gyenes and Eric C. Olsen expire at our 2015 annual general meeting.
‰The terms of Paolo De Cesare and Mark T. Thomas expire at our 2016 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. In accordance with the recommendation of the Nominating
and Corporate Governance Committee of the Supervisory Board and pursuant to the invitation of our Manage-
ment Board, the Supervisory Board has adopted a unanimous resolution to make binding nominations of John J.
Gavin, Jr. and George M. Overholser to serve as supervisory directors for a term of four years ending on the date
of our annual general meeting of shareholders in 2017. The Supervisory Board recommends that shareholders
vote for the reappointment of Mr. Gavin because of his valuable service as a supervisory director due in part to
his extensive finance and accounting expertise, his experience as a chief financial officer and independent audi-
tor, and his qualification as an “audit committee financial expert” under SEC rules. The Supervisory Board
recommends that shareholders vote for the reappointment of Mr. Overholser because of his valuable service as a
supervisory director due in part to his extensive experience leading companies through periods of growth.
Proxy Statement
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