Vistaprint 2013 Annual Report Download - page 147

Download and view the complete annual report

Please find page 147 of the 2013 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 149

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149

the Black-Scholes model or binomial method for share options, with such modifications as it may deem appro-
priate to reflect the fair market value of the equity awards. In fiscal 2013, we used the Black-Scholes model to
determine fair market value of share options.
Compensation Committee Interlocks and Insider Participation
During fiscal 2013, Messrs. Gyenes, Olsen, Overholser, and Page served as members of our Compensation
Committee. During fiscal 2013, no member of our Compensation Committee was an officer or employee of
Vistaprint or of our subsidiaries or had any relationship with us requiring disclosure under SEC rules.
During fiscal 2013, none of our executive officers served as a member of the board of directors or compensa-
tion committee (or other committee serving an equivalent function) of any entity that had one or more executive
officers serving as a member of our Supervisory Board or Compensation Committee.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of June 30, 2013 about the securities issued or authorized for
future issuance under our equity compensation plans.
Equity Compensation Plan Information
Plan Category
(a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
(b)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a))
Equity compensation plans approved
by shareholders(1) ............. 4,379,207 $36.46 2,905,755(3)
Equity compensation plans not
approved by shareholders(2) ..... — — —
Total ......................... 4,379,207 $36.46 2,905,755(3)
(1) Consists of our Amended and Restated 2000-2002 Share Incentive Plan, Amended and Restated 2005 Equity
Incentive Plan, 2005 Non-Employee Directors’ Share Option Plan, and 2011 Equity Incentive Plan. This
column does not include an aggregate of 1,107,495 shares underlying restricted share units that were
unvested as of June 30, 2013.
(2) Consists of our 2011 Inducement Share Plan. This column does not include an aggregate of
253,171 restricted shares outstanding as of June 30, 2013.
(3) Includes 2,823,339 shares available for future awards under our 2011 Equity Incentive Plan and
82,416 shares available for future awards under our 2005 Non-Employee Directors’ Share Option Plan, as
amended. No shares are available for future award under our 2011 Inducement Share Plan, Amended and
Restated 2005 Equity Incentive Plan, or Amended and Restated 2000-2002 Share Incentive Plan.
50