Vistaprint 2013 Annual Report Download - page 138

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Each executive officer and supervisory director has until June 30, 2015 to comply with the share ownership
guidelines, other than Paolo De Cesare and Eric Olsen who have until March 25, 2017, which is four years from
their election as supervisory directors. As of June 30, 2013, all executive officers and supervisory directors had
met or exceeded their ownership guideline requirement, other than Mr. Olsen.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the Code, generally disallows a
tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer and to each other
named executive officer (other than the Chief Financial Officer) whose compensation is required to be reported
to our shareholders pursuant to SEC rules by reason of being among our three most highly paid executive offi-
cers. This deduction limitation can apply to compensation paid by U.S. subsidiaries of Vistaprint. Qualifying
performance-based compensation is not subject to the deduction limitation if certain requirements are met.
The Compensation Committee reserves the right to use its judgment to authorize compensation payments
that may be subject to the Section 162(m) limitation when it believes that such payments are appropriate and in
the best interests of Vistaprint and its shareholders, after taking into account business conditions or the officer’s
performance. Although the Compensation Committee considers the impact of Section 162(m) when administer-
ing Vistaprint’s compensation plans, it does not make decisions regarding executive compensation based solely
on the expected tax treatment of such compensation. As a result, the Compensation Committee has deemed it
appropriate at times to forego qualified performance-based compensation under Section 162(m) in favor of
awards that may not be fully tax-deductible by Vistaprint’s subsidiaries.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with management the Compensation Discussion
and Analysis contained in this proxy statement. Based on the Compensation Committee’s review and discussions
with management, the Compensation Committee recommended to the Supervisory Board that the Compensation
Discussion and Analysis be included in this proxy statement.
Compensation Committee of the
Supervisory Board
George M. Overholser, Chair
Peter Gyenes
Eric C. Olsen
Louis R. Page
Proxy Statement
41