Vistaprint 2013 Annual Report Download - page 114

consequences in countries other than the United States will vary based on the laws of the foreign jurisdiction, but
generally are similar to the United States.
Our Management Board and Supervisory Board recommend that you vote FOR the reapproval of our
Performance Incentive Plan for Covered Employees.
PROPOSAL 9 — CHANGES TO SUPERVISORY BOARD COMPENSATION PACKAGE
Under Dutch law and our articles of association, our shareholders determine the compensation and any
changes to the compensation of each member of our Supervisory Board for their service as supervisory directors.
You can find a description of our current shareholder-approved compensation of our Supervisory Board in the
section of this proxy statement entitled “Compensation of Supervisory Board Members.” Our Compensation
Committee, with the assistance of Towers Watson, its independent compensation consultant, has reviewed the
compensation of our supervisory directors against the compensation of the boards of directors of the primary
compensation peer group of companies identified in the Compensation Discussion and Analysis section of this
proxy statement. Based on this review, the Compensation Committee identified the changes described below to
our Supervisory Board compensation package that would align our supervisory directors’ compensation more
closely to that of our peer group and general market practice. Our Supervisory Board compensation package is an
important tool for helping us attract and retain talented supervisory directors who demonstrate integrity, business
acumen, experience, diversity, and knowledge of our business and industry. If our Supervisory Board compensa-
tion is not market competitive, then we may have more difficulty recruiting and retaining highly qualified super-
visory directors. None of our current supervisory directors receives any other compensation from us besides the
Supervisory Board compensation, and under Dutch law, no Supervisory Board 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 from $24,000 to $34,000
per fiscal year. We are recommending this increase because we believe our supervisory directors are cur-
rently undercompensated in cash in comparison to our peer companies.
‰We make annual grants of share options and restricted share units to each supervisory director on the date
of each annual general meeting. Restricted share units granted after July 1, 2013 to our supervisory direc-
tors would become fully vested over two years (12.5% of the total units vest per quarter) instead of the
current three years (8.33% of the total units vest per quarter). This change in vesting schedule would
affect only new restricted share units granted to members of our Supervisory Board; there would be no
change to our directors’ share options. We are recommending this shorter vesting schedule for restricted
share units because our research shows that companies whose securities are traded on United States stock
exchanges have increasingly adopted one- or two-year vesting schedules for directors, and accordingly,
our current three-year vesting schedule is out of step with the market and no longer competitive.
‰We have historically made grants of restricted share units having a fair value of $125,000 to each newly
appointed supervisory director upon his or her initial appointment to our Supervisory Board, as well as a
share option having a fair value of $150,000, up to a maximum of 50,000 shares. After July 1, 2013, the
equity compensation granted upon the election of new members to our Supervisory Board would no lon-
ger include restricted share units; newly elected supervisory directors would initially receive only share
options. For clarity, this change would affect only the initial equity grant that a new supervisory director
would receive upon his or her election, not the annual equity grant that he or she would receive thereafter
for each year of service on the Supervisory Board. We are recommending this change because our
research shows that our initial compensation package for newly elected supervisory directors is generous
in comparison with our peers.
If our shareholders do not approve the proposed changes to our Supervisory Board compensation, then the
current Supervisory Board compensation package would remain in place, and we would continue to compensate
Proxy Statement
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