Vistaprint 2009 Annual Report Download - page 125

PROPOSALS 1, 2 AND 3—APPOINTMENT OF MEMBERS OF THE SUPERVISORY BOARD
The current members of our Supervisory Board serve for rotating four-year terms. Our Supervisory Board
currently consists of five members, two of whom have terms that expire at this 2009 annual meeting, two of
whom have terms that expire at our 2010 annual general meeting, and one of whom has a term that expires at our
2011 annual general meeting. In addition, our Supervisory Board has nominated a candidate to serve as the sixth
member of our Supervisory Board, whose term, if he is appointed, would expire at our 2012 annual general
meeting. None of the current or nominated members of our Supervisory Board is an employee of Vistaprint.
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding
nominations for open positions on the Supervisory Board. Dutch law also requires us to nominate at least two
candidates for each open position and allows us to recommend that shareholders vote for one of the two
candidates for each position. The candidate receiving the greater number of votes for each position will be
appointed as a member of our Supervisory Board.
In accordance with the recommendation of the Nominating and Corporate Governance Committee of the
Supervisory Board and pursuant to the invitation of our Management Board, the Supervisory Board has adopted
unanimous resolutions to make the following binding nominations:
1. For the first open position, the Supervisory Board has nominated John J. Gavin, Jr. and George M.
Overholser to serve for a term of four years ending on the date of our annual general meeting of
shareholders in 2013. The Supervisory Board recommends that shareholders vote for the appointment
of Mr. Gavin for this position.
2. For the second open position, the Supervisory Board has nominated George M. Overholser and Mark
T. Thomas to serve for a term of four years ending on the date of our annual general meeting of
shareholders in 2013. The Supervisory Board recommends that shareholders vote for the appointment
of Mr. Overholser for this position.
3. For the third open position, the Supervisory Board has nominated Mark T. Thomas and Peter Gyenes to
serve for a term of three years ending on the date of our annual general meeting of shareholders in
2012. The Supervisory Board recommends that shareholders vote for the appointment of Mr. Thomas
for this position.
The persons named in the enclosed proxy card will vote to appoint Messrs. Gavin, Overholser and Thomas
as members of our Supervisory Board, unless you withhold authority to vote for the reappointment of any or all
nominees by marking the proxy card to that effect. Each of the nominees has indicated his willingness to serve if
appointed.
Messrs. Gavin and Overholser are currently members of our Supervisory Board and previously served on
the Board of Directors of Vistaprint Limited before our change of domicile to the Netherlands. You can find
more information about all of the nominees for supervisory director and the other members of our Supervisory
Board in the section of this proxy statement entitled “INFORMATION ABOUT OUR DIRECTORS AND
EXECUTIVE OFFICERS.”
The Management Board and Supervisory Board recommends that you vote FOR the appointment of
Messrs. Gavin, Overholser and Thomas as members of our Supervisory Board.
Proxy Statement
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