Vistaprint 2013 Annual Report Download - page 107

The persons named in the enclosed proxy card will vote to reappoint each of Messrs. Gavin and Overholser
as a member of our Supervisory Board, unless you withhold authority to vote for either or both reappointments
by marking the proxy card to that effect. Messrs. Gavin and Overholser have indicated their willingness to serve
if appointed. You can find more information about the nominees and the other members of our Supervisory
Board in the section of this proxy statement entitled “INFORMATION ABOUT OUR SUPERVISORY DIREC-
TORS AND EXECUTIVE OFFICERS.”
The Management Board and Supervisory Board recommend that you vote FOR the reappointment of
Messrs. Gavin and Overholser as members of our Supervisory Board.
PROPOSAL 3 — REAPPOINTMENT OF A MEMBER OF OUR 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 Management Board is to
manage Vistaprint, which means, among other things, that it is responsible for implementing Vistaprint’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 five 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 this 2013 annual general meeting, and we are asking our shareholders to reappoint him.
‰The terms of the following members of our Management Board expire at our 2015 annual general meet-
ing:
OKatryn S. Blake, our Executive Vice President, Global Marketing and Chief Customer Officer
ODonald R. Nelson, our Executive Vice President, Capabilities and Chief Information Officer
OErnst J. Teunissen, our Executive Vice President and Chief Financial Officer
‰The term of Hauke K.U. Hansen, our Senior Vice President and Chief Manufacturing Officer, expires at
our 2016 annual general meeting.
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. 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 Robert S.
Keane to serve as a managing director 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. Keane because of his valuable service as a managing director due in part to his experience growing Vistaprint’s
business from $6.1 million of revenue in our 2001 fiscal year to $1.17 billion in our 2013 fiscal year and his deep
knowledge and understanding of Vistaprint’s business and markets.
The persons named in the enclosed proxy card will vote to reappoint Mr. Keane as a member of our
Management Board, unless you withhold authority to vote for his reappointment by marking the proxy card to
that effect. Mr. Keane has indicated his willingness to serve if appointed. You can find more information about
Mr. Keane and the other members of our Management Board in the section of this proxy statement entitled
“INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND EXECUTIVE OFFICERS.”
The Management Board and Supervisory Board recommend that you vote FOR the reappointment of
Mr. Keane as a member of our Management Board.
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