Vistaprint 2008 Annual Report Download - page 141
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Share Ownership Guidelines
We encourage, but do not require, our named executive officers and directors to own our common shares.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of
1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our
chief executive officer and to each other officer (other than the chief executive officer and chief financial officer)
whose compensation is required to be reported to our stockholders pursuant to the Exchange Act by reason of
being among our three most highly paid executive officers. 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 stockholders, after
taking into account changing business conditions or the officer’s performance. Although the compensation
committee considers the impact of Section 162(m) when administering VistaPrint’s long-term 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 may deem 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 Board of Directors and the Board of
Directors has agreed that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee of the
Board of Directors of VistaPrint Limited
George Overholser
Louis Page
Proxy Statement
29