Vistaprint 2010 Annual Report Download - page 113

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Window to Wall Street, Inc. and for the benefit of his minor children, except to the extent of his pecuni-
ary interest therein.
(15) Includes 42,748 shares that Mr. Riley has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(16) Includes 1,439 shares that Mr. Thomas has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(17) Includes a total of 1,605,232 shares that the executive officers, supervisory directors and nominees have the
right to acquire under share options and restricted share units that vest on or before November 14, 2010.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our supervisory directors, executive officers and the holders
of more than 10% of our ordinary shares, referred to as reporting persons, to file reports with the SEC
disclosing their ownership of and transactions in our ordinary shares and other equity securities. SEC
regulations also require these reporting persons to furnish us with copies of all such reports that they file.
Based solely on our review of reports filed by the reporting persons and written representations from such
persons, we believe that all reporting persons complied with all Section 16(a) filing requirements from July 1,
2009, the beginning of our 2010 fiscal year, until the date of this proxy statement, other than Louis R. Page
who was late in filing a Form 4 reporting a vesting of restricted share units and Mark T. Thomas who was late
in filing a Form 4 reporting two purchases of our ordinary shares due to an administrative error.
PROPOSALS 1 AND 2 — APPOINTMENT OF MEMBERS OF THE SUPERVISORY BOARD
The six members of our Supervisory Board serve for rotating four-year terms. Two of our supervisory
directors have terms that expire at this 2010 annual meeting, one supervisory director’s term expires at our
2011 annual general meeting, one supervisory director’s term expires at our 2012 annual general meeting, and
two supervisory directors have terms that expire at our 2013 annual general meeting. None of the 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 Louis R. Page and Richard T.
Riley to serve for a term of four years ending on the date of our annual general meeting of shareholders
in 2014. The Supervisory Board recommends that shareholders vote for the appointment of Mr. Page for
this position.
2. For the second open position, the Supervisory Board has nominated Richard T. Riley and Mark T.
Thomas to serve for a term of four years ending on the date of our annual general meeting of
shareholders in 2014. The Supervisory Board recommends that shareholders vote for the appointment of
Mr. Riley for this position.
The persons named in the enclosed proxy card will vote to appoint Messrs. Page and Riley 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. Page and Riley 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
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