Vistaprint 2009 Annual Report Download - page 120

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How will votes be counted?
Each ordinary share will be counted as one vote according to the instructions contained on a properly
completed proxy 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 Computershare Trust Company, Inc., our transfer
agent.
How do the Management Board and Supervisory Board recommend that I vote on the proposals?
The Management Board and Supervisory Board recommend that you vote:
FOR the reappointment of John J. Gavin, Jr. to serve as a member of our Supervisory Board to serve for a
term of four years ending on the date of our annual general meeting of shareholders in 2013;
FOR the reappointment of George M. Overholser to serve as a member of our Supervisory Board to serve
for a term of four years ending on the date of our annual general meeting of shareholders in 2013;
FOR the appointment of Mark T. Thomas to serve as a member of our Supervisory Board to serve for a
term of three years ending on the date of our annual general meeting of shareholders in 2012;
FOR the approval of our Performance Incentive Plan for Covered Employees; and
FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm for the
fiscal year ending June 30, 2010.
Will any other business be conducted at the meeting or will other matters be voted on?
Our Management Board and Supervisory Board do not know of any other matters that may come before the
meeting. If any other matter properly comes before the meeting, then the persons named in the proxy card that
accompanies this proxy statement will exercise their judgment in deciding how to vote, or otherwise act, at the
meeting with respect to that matter or proposal.
Where can I find the voting results?
We will report the voting results in our Quarterly Report on Form 10-Q for our quarter ending December 31,
2009, which we expect to file in February 2010.
How and when may I submit a shareholder proposal, including a shareholder nomination for supervisory
director, for the 2010 annual general meeting?
If you are interested in submitting a proposal for consideration by shareholders at our 2010 annual general
meeting, then you must fulfill the requirements set forth in our articles of association, including satisfying all
three of the following criteria:
• We must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no
later than 60 days before the 2010 annual general meeting,
• The number of ordinary shares you hold must equal at least the lesser of 1% or more of our issued share
capital or the equivalent of at least €50 million in aggregate market value, and
• Your proposal must not be contrary to a significant interest of Vistaprint.
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