Vistaprint 2010 Annual Report Download - page 109

Download and view the complete annual report

Please find page 109 of the 2010 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 145

  • 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

cast. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining
the number of votes cast. “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.
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 Louis Page 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 2014;
FOR the reappointment of Richard Riley 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 2014;
FOR the adoption of our statutory annual accounts, as prepared in accordance with Dutch law, for
the fiscal year ended June 30, 2010;
FOR the discharge of the members of our Management Board from liability with respect to the
exercise of their duties during the year ended June 30, 2010;
FOR the discharge of the members of our Supervisory Board from liability with respect to the
exercise of their duties during the year ended June 30, 2010;
FOR the authorization of our Management Board, acting with the approval of the Supervisory
Board, to repurchase up to 10% of our issued and outstanding ordinary shares until May 4, 2012; and
FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm
for the fiscal year ending June 30, 2011.
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, to the extent permitted by applicable
law, the persons named in the proxy card that accompanies this proxy statement may 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 within four business days after the annual meeting on a Current Report
on Form 8-K that we will file with the SEC.
How and when may I submit a shareholder proposal, including a shareholder nomination for supervi-
sory director, for the 2011 annual general meeting?
Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange, both
U.S. and Dutch rules and timeframes apply if you wish to submit a candidate for supervisory director to be
4