Vistaprint 2013 Annual Report Download - page 116

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service or type of services to be provided and is also subject to a maximum dollar amount. At regularly scheduled
meetings of the Audit Committee, management or the independent registered public accounting firm report to the
Audit Committee regarding services actually provided to Vistaprint.
During fiscal 2013, no services were provided to Vistaprint by Ernst & Young LLP other than in accordance
with the pre-approval policies and procedures described above.
PROPOSAL 11 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
At the annual meeting, we are asking our shareholders to approve the compensation of our named executive
officers, as described in the Compensation Discussion and Analysis, or CD&A, executive compensation tables,
and accompanying narrative disclosures in this proxy statement. This is an advisory vote, meaning that this pro-
posal is not binding on us, but our Compensation Committee values the opinions expressed by our shareholders
and will carefully consider the outcome of the shareholder vote when making future compensation decisions for
our named executive officers.
Please carefully read the CD&A section of this proxy statement, including the Executive Overview. As you
cast your vote on this Proposal 11, we would like you to consider the following compensation program high-
lights, which are described in more detail in CD&A, and keep in mind that our executive compensation program
has not changed significantly from fiscal 2012:
‰During fiscal 2012, we reached out to our major shareholders to solicit their input on the proposed rede-
sign of the long-term incentive compensation of our executive officers. In August 2013, we conducted a
similar process because we believe that the 2012 collaboration with our major shareholders was successful
and helped foster a better understanding and input into our compensation program by our shareholders. In
the 2013 outreach process, we sought input from our major shareholders on the proposed changes to our
Supervisory Board compensation, as described in Proposal 9 of this proxy statement, and also updated
them on our ongoing executive compensation program, which has not changed significantly from fiscal
2012.
‰We redesigned the long-term incentive compensation of our executive officers in fiscal 2012 to emphasize
premium-priced share options with an exercise price of $50.00 per share, which was significantly higher
than the fair market value of our ordinary shares on the grant dates. In addition, Robert Keane, our Chief
Executive Officer, may not exercise these options unless our share price on NASDAQ is at least $75.00 on
the exercise date. Because the value of these premium-priced options represents the total approximate
value of all long-term incentive awards that Mr. Keane would have received over a four-year period and
the total approximate value of all traditional share options that our other executive officers would have
received over a four-year period, our Supervisory Board has passed resolutions that, until fiscal 2016 at
the earliest, we will not grant any additional long-term incentive award in any form to Mr. Keane or any
additional share options to our other current executive officers.
‰As a result of our shareholders’ feedback in our 2011 “say on pay” vote, our Compensation Committee
decided that, after August 1, 2012, we will no longer include excess parachute payment tax gross-up
provisions in the executive retention agreements that we enter into with our future executives.
‰We pay our executive officers based on Vistaprint’s performance. For fiscal 2013, 92% of our 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.com, and the compensation of our named
executive officers is in accordance with the Remuneration Policy. This advisory vote on executive compensation
does not amend the Remuneration Policy in any way.
In 2011, a majority of our shareholders voted to hold the advisory vote to approve our executive compensa-
tion on an annual basis. Therefore, we intend to put forth at each annual general meeting of shareholders an advi-
sory vote on the compensation of our named executive officers for the immediately preceding fiscal year.
Proxy Statement
19