Vistaprint 2007 Annual Report Download - page 150

Download and view the complete annual report

Please find page 150 of the 2007 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 156

  • 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
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156

Compensation Committee Interlocks and Insider Participation
During fiscal 2007, Messrs. Overholser and Page served as members of our Compensation Committee. No
member of our Compensation Committee was at any time during fiscal 2007, or formerly, an officer or employee
of VistaPrint or any subsidiary of VistaPrint. No member of our Compensation Committee had any relationship
with us during fiscal 2007 requiring disclosure under Item 404 of Regulation S-K under the Securities Act of
1933.
During fiscal 2007, none of our executive officers served as a member of the board of directors or
compensation committee (or other committee serving an equivalent function) of any entity that had one or more
executive officers serving as a member of our Board of Directors or Compensation Committee.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of June 30, 2007 about the securities issued, or authorized for
future issuance under our equity compensation plans.
Equity Compensation Plan Information
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
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) ................... 4,424,927 $16.25 4,739,629(2)
Equity compensation plans not approved
by shareholders ................... — — —
Total .............................. 4,424,927 $16.25 4,739,629(2)
(1) Consists of our Amended and Restated 2000-2002 Share Incentive Plan, 2005 Amended and Restated
Equity Incentive Plan and 2005 Non-Employee Directors’ Share Option Plan, as amended. This column
does not include an aggregate of 609,260 restricted share units that were unvested as of June 30, 2007.
(2) Includes 4,516,272 shares available for future awards under our 2005 Amended and Restated Equity
Incentive Plan and 223,357 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 Amended and Restated
2000-2002 Share Incentive Plan.
PROPOSAL 2—RATIFICATION AND APPROVAL OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP, independent registered public accounting firm, as
our auditors for the fiscal year ending June 30, 2008. If this proposal is not approved by our shareholders at the
annual meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP.
Our Board of Directors recommends that you vote FOR the ratification and approval of the selection of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2008.
34