Vistaprint 2008 Annual Report Download - page 116

certain percentage of votes cast or shares voting on that matter. “Broker non-votes” are shares that are held in
“street name” by a bank or brokerage firm that indicates on its proxy that it does not have discretionary authority
to vote on a particular matter.
If a quorum is not present, the annual meeting will be adjourned until a quorum is obtained.
What vote is required for each item?
For each of the proposals being considered at the annual meeting, approval of the proposal requires the
affirmative vote of a simple majority of the votes cast. There is no cumulative voting in the election of directors.
The election of each director nominee will be considered and voted upon as a separate proposal. Abstentions and
“broker non-votes” are not counted as votes cast and will not affect the voting results on any proposals. If the
proposal for the election of a director nominee does not receive the required majority of the votes cast, then the
director will not be elected and the position on the Board of Directors that would have been filled by the director
nominee will become vacant. The Board of Directors has the ability to fill any vacancy upon the recommendation
of its Nominating and Corporate Governance Committee.
How will votes be counted?
Each common share will be counted as one vote according to the instructions contained on a properly
completed proxy, whether submitted by mail, over the Internet or by telephone, or on a ballot voted in person at
the annual meeting. Shares will not be voted in favor of a proposal if either (1) the shareholder abstains from
voting on a particular matter, or (2) the shares are broker non-votes.
Who will count the votes?
The votes will be counted, tabulated and certified by Broadridge. A representative of Appleby Management
(Bermuda) Ltd. will serve as the scrutineer at the meeting.
Will my vote be kept confidential?
Yes, your vote will be kept confidential and we will not disclose your vote, unless (1) we are required to do
so by law (including in connection with the pursuit or defense of a legal or administrative action or proceeding),
or (2) there is a contested election for the Board of Directors. The scrutineer will forward any written comments
that you make on the proxy card to management without providing your name, unless you expressly request
disclosure on your proxy card.
How does the Board of Directors recommend that I vote on the proposals?
The Board of Directors recommends that you vote:
FOR the election of Robert S. Keane and Daniel Ciporin to serve as Class III directors on the Board of
Directors, each for a term of three years;
FOR the approval of our Second Amended and Restated Bye-laws; and
FOR the ratification and approval of the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending June 30, 2009.
Will any other business be conducted at the meeting or will other matters be voted on?
The Board of Directors does not know of any other matters that may come before the meeting. If any other
matter properly comes before the meeting, the persons named in the proxy card that accompanies this proxy
statement, whether you submit your proxy by mail, through the Internet or by telephone, will exercise their
judgment in deciding how to vote, or otherwise act, at the meeting with respect to that matter or proposal.
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