Vistaprint 2011 Annual Report Download

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ANNUAL REPORT
2011
Notice of Annual General Meeting of Shareholders | Proxy Statement
Vistaprint empowers millions of people worldwide to
make a living ∙ make a connection ∙ make a difference

Table of contents

  • Page 1
    2011 ANNUAL REPORT Notice of Annual General Meeting of Shareholders | Proxy Statement Vistaprint empowers millions of people worldwide to make a living ∙ make a connection ∙ make a difference

  • Page 2
    ...60 $1.25 $1.50 $1.25 $1.49 $670.0 $1.75 Diluted Earnings Per Share (EPS) U.S. Dollars $0 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 $0.00 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 Number of Unique Customers Millions 12 11 $70 10 9 8.0 8 $50 7 6.2 6 5 4.1 4 3 2 $10 1 0 FY 2006 FY 2007...

  • Page 3
    ... business. Our strong record over the years reinforces our belief that the right thing to do is to continue to invest decisively so as to build even greater value for our customers, our employees, and our shareholders. Yours very truly, Robert S. Keane Chairman of the Management Board, President...

  • Page 4
    ... 31, 2010 (the last business day of the registrant's most recently completed second fiscal quarter) based on the last reported sale price of the registrant's ordinary shares on the NASDAQ Global Select Market. As of August 12, 2011, there were outstanding 40,140,338 ordinary shares, par value g0.01...

  • Page 5
    ... About Market Risk ...Financial Statements and Supplementary Data ...Changes in and Disagreements With Accountants on Accounting and Financial Disclosure...Controls and Procedures...Other Information ...Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security...

  • Page 6
    ... business cards, brochures and post cards to customized apparel, invitations and announcements, holiday cards, calendars, direct mail services, promotional gifts, signage, website design and hosting services and email marketing services. While we focus primarily on micro business marketing products...

  • Page 7
    ... than 10 employees in the United States, Canada, and the European Union and that these micro businesses undergo frequent changes with many forming and dissolving each year, creating a large market for business identity products and services in addition to marketing products and services. We also...

  • Page 8
    ... incorporate their own uploaded photographs, logos or complete designs. Once a design is complete, we offer our customers a range of matching products and related services, including signage, websites and email marketing, business identity, direct mail services, apparel and promotional gifts. 5

  • Page 9
    ...quality products. Fast Design to Delivery Turnaround We design, produce, process and deliver multiple high-quality, customized orders in as little as two days. Do It Yourself Service and Assisted Service Our easy to use online tools and design software allow customers to create their own marketing...

  • Page 10
    ... Spanish speaking markets who have started the design process but find that they require some guidance or design help can, with the assistance of our customer service, sales and design support personnel, obtain real-time design or ordering assistance. We also offer email support to customers of our...

  • Page 11
    Post-Design Check-Out Process Customers purchasing products check out either via a standard e-commerce self-service shopping basket or by providing their order and payment information via telephone to one of our service agents. We offer a variety of secure payment methods, with the payment options ...

  • Page 12
    ...change their website design in real time and can choose from hundreds of different templates categorized by industry and style. In addition, we offer a platform for customers to self-manage e-mail marketing solutions for their business. Pre-Press and Print Production Technologies Our pre-production...

  • Page 13
    ... and manages bar-code driven production batch and order management, pick and pack operations, and addressing and shipping of orders. Marketing Technologies We use our marketing technologies to test changes to our websites and new product offers in order to enhance our offerings and customer value...

  • Page 14
    ...the Terms of Use posted on each of our websites, which customers acknowledge and accept during the purchase process. We currently own or control a number of Internet domain names used in connection with our various websites, including Vistaprint.com and related names. Most of our localized sites use...

  • Page 15
    ... the design and production process, we can produce and ship an order the same day we send it to production, which results in minimal inventory levels and reduced working capital requirements. We can also produce complementary custom products in a timely fashion, allowing us to produce and deliver...

  • Page 16
    ...new products and services on a limited basis, test various price points on products and services or test different marketing messages related to product or service offerings. We place advertisements on the websites of companies such as eBay and Amazon, contract for targeted e-mail marketing services...

  • Page 17
    ... printed products and services similar to ours; self-service desktop design and publishing using personal computer software with a laser or inkjet printer and specialty paper; email marketing services companies; • website design and hosting companies suppliers of custom apparel, promotional...

  • Page 18
    ... for office businesses. We have not experienced any work stoppages and believe that relations with our employees are good. Corporate Information Vistaprint N.V. was incorporated under the laws of the Netherlands on June 5, 2009 and on August 30, 2009 became the publicly traded parent company of...

  • Page 19
    ... to our websites would be reduced, and our business and results of operations would be harmed. Purchasers of micro business marketing products and services, including graphic design and customized printing, may not choose to shop online, which would prevent us from acquiring new customers that are...

  • Page 20
    ...and services we offer through traditional printing operations and graphic design businesses or who have produced using self-service alternatives. Furthermore, we may have to incur significantly higher and more sustained advertising and promotional expenditures or price our services and products more...

  • Page 21
    ...in order to attract new and repeat customers to our websites. In addition to the challenges posed by establishing and promoting our brand among the many businesses that promote products and services on the Internet, we face significant competition from graphic design and printing companies marketing...

  • Page 22
    ... desktop printing; compensation expense and charges related to agreements entered into with our executives and employees; costs and charges resulting from litigation; and a significant increase in credits, beyond our estimated allowances, for customers who are not satisfied with our products. Form...

  • Page 23
    ... our business. To access new markets and customers, we expect that we will need to develop, market and sell new products and services, expand our marketing and sales channels, expand our business and operations geographically by introducing localized websites in different countries, and develop new...

  • Page 24
    ... to manage the challenges associated with our global operations, the growth of our business could be negatively impacted. We operate production facilities or offices in 13 countries and have 24 localized websites to serve various geographic markets. We are subject to a number of risks and challenges...

  • Page 25
    ... printed products and services similar to ours; self-service desktop design and publishing using personal computer software with a laser or inkjet printer and specialty paper; email marketing services companies; website design and hosting companies; suppliers of custom apparel, promotional products...

  • Page 26
    ... as use of the Internet and other online services increases. Competitors may also develop new or enhanced products, technologies or capabilities that could render many of the products, services and content we offer obsolete or less competitive, which could harm our business and results of operations...

  • Page 27
    ...ability to operate our websites, send commercial e-mail solicitations, or manage or operate our corporate email accounts, it has, from time to time, interfered with our ability to send operational e-mails - such as password reminders, invoices and electronically delivered products - to customers and...

  • Page 28
    ..., technologies or services in order to expand our capabilities, enter new markets, or increase our market share. Integrating any newly acquired businesses, technologies or services may be complex, expensive and time consuming and we may not be able to retain key employees of acquired businesses. In...

  • Page 29
    ... our revenue from sales to customers made through Vistaprint.com, our United States-focused website. We produce substantially all physical products for our United States customers at our facility in Windsor, Ontario, and the United States imposes restrictions on shipping goods into the United States...

  • Page 30
    ...marks similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. There are several companies that currently incorporate or may incorporate in the future "Vista" into their company, product or service names. There could be potential trade name or...

  • Page 31
    ... customers, which would substantially harm our business and results of operations. We sell our products and services primarily through our websites. We currently own or control a number of Internet domain names used in connection with our various websites, including Vistaprint.com and similar names...

  • Page 32
    ... communicate all details and conditions of these offers - for example, that customers are required to pay shipping and processing charges to take advantage of a free product offer - our customers, competitors, governmental regulators and others in Europe, the United States and other countries have...

  • Page 33
    ... our business. As we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating...

  • Page 34
    ... prices that one company in a group of related companies charges to another member of the group for goods, services or the use of property. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices...

  • Page 35
    ...interests of the company, its business and all of its stakeholders generally (including employees, customers and creditors), not just shareholders. Furthermore, we are obligated to indemnify the members of our supervisory board and management board against liabilities for their good faith actions in...

  • Page 36
    ...located outside of the United States. In addition, some of our officers and management board members reside outside of the United States. In most cases, a final judgment for the payment of money rendered by a U.S. federal or state court would not be directly enforceable in the Netherlands. The party...

  • Page 37
    ... markets. Our web servers are located in data center space at a Cable & Wireless co-location and hosting facility in Devonshire, Bermuda. We own a 12 acre site in Montego Bay, Jamaica on which we expect to construct a new 92,000 square foot building for a customer service, sales and design support...

  • Page 38
    ... the consolidated financial statements included in this Annual Report. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The ordinary shares of Vistaprint N.V. are traded on the NASDAQ Global Select Market under the symbol...

  • Page 39
    ...4, 2010, the date of our Annual General Meeting of Shareholders. We established a share repurchase plan pursuant to SEC Rule 10b5-1 upon authorization of the program to set the manner, timing, price and volume conditions. During fiscal 2011 we purchased 1,326,933 of our ordinary shares for a cost of...

  • Page 40
    ... and in each of the indexes on June 30, 2006 and its relative performance is tracked through June 30, 2011. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Vistaprint N.V., the NASDAQ Composite Index and the RDG Internet Composite Index $200 $150 $100 $50 $0 6/06 6/07 6/08 6/09 6/10 6/11...

  • Page 41
    ... statements, the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results to be expected for any future period. Year...

  • Page 42
    ... experience on our site, such as ease of use, less cross selling before customers reach the checkout, and expanded customer service. Lifetime Value Based Marketing. We have traditionally acquired customers by targeting micro businesses who are already shopping online through marketing channels such...

  • Page 43
    ...add new products and services targeted at the home and family market. We believe that the economies of scale provided by cross selling these products to our extensive micro business customer base, our large production order volumes and integrated design and production software and facilities support...

  • Page 44
    ... We generate revenue primarily from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services and order referral fees. We recognize revenue arising from sales of products and services, net of discounts, when...

  • Page 45
    ...." Results of Operations The following table presents our historical operating results for the periods indicated as a percentage of revenue: Year Ended June 30, 2011 2010 2009 As a percentage of revenue: Revenue ...Cost of revenue ...Technology and development expense Marketing and selling expense...

  • Page 46
    ...% Revenue We generate revenue primarily from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services and order referral fees. We also generate a small percentage of our revenue from third-party offerings...

  • Page 47
    ... cards, can cause changes in bookings per customer in our second fiscal quarter ended December 31. Total revenue for the fiscal year ended June 30, 2011 increased 22% to $817.0 million compared to the fiscal year ended June 30, 2010, due to increases in sales across our product and service offerings...

  • Page 48
    ... marketing service offerings, shipping, handling and processing costs, third-party production costs, and other related costs of products sold by us. Production costs related to free products are included in cost of revenues as incurred. The increase in cost of revenue from fiscal 2010 to fiscal 2011...

  • Page 49
    ...-party payment processing fees. The increase in our marketing and selling expenses of $55.3 million for fiscal 2011 as compared to fiscal 2010 was driven primarily by increases of $41.9 million in advertising costs and commissions related to new customer acquisition and costs of promotions targeted...

  • Page 50
    ... support our expansion and growth, and increased third-party professional fees of $5.6 million related to ongoing litigation, the execution of our change of domicile to the Netherlands, and other general and administrative activities including recruitment. At June 30, 2010, we employed 199 employees...

  • Page 51
    ... and Capital Resources Consolidated Statements of Cash Flows Data: In thousands Year Ended June 30, 2011 2010 2009 Capital expenditures ...Capitalization of software and website development costs ...Depreciation and amortization ...Cash flows provided by operating activities ...Cash flows used in...

  • Page 52
    ... restricted stock units of $5.7 million; and Payments in connection with our loan facility of $5.2 million, which included the final balloon payment on our amended Canadian credit agreement in December 2010. • • • Additional Liquidity and Capital Resources Information. During fiscal 2011, we...

  • Page 53
    .... The terms of certain lease agreements require security deposits in the form of bank guarantees and a letter of credit in the amount of $2.0 million and $0.4 million, respectively. We have entered into an operating lease for a new location for our headquarters office in Paris, France and plan to...

  • Page 54
    ...income before income taxes for the fiscal years 2011 and 2010, respectively. • Form 10-K Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The...

  • Page 55
    Item 8. Financial Statements and Supplementary Data VISTAPRINT N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income ...Consolidated Statements of Shareholders' Equity and ...

  • Page 56
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Form 10-K Supervisory Board and Shareholders of Vistaprint N.V. We have audited the accompanying consolidated balance sheets of Vistaprint N.V. ("the Company") as of June 30, 2011 and 2010, and the related consolidated statements of income, ...

  • Page 57
    VISTAPRINT N.V. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) June 30, 2011 June 30, 2010 Assets Current assets: Cash and cash equivalents ...Marketable securities ...Accounts receivable, net of allowances of $243 and $53, respectively ...Inventory ...Prepaid expenses ...

  • Page 58
    VISTAPRINT N.V. Form 10-K CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) Year Ended June 30, 2011 2010 2009 Revenue ...Cost of revenue (1) ...Technology and development expense (1) Marketing and selling expense (1) ...General and administrative expense (1) . . ...

  • Page 59
    ...,784 $ 3,722 $ Balance at June 30, 2009 ... 285,534 14,977 (6,142) 6,272 22,079 67,741 (14,368) 49 (28) 53,394 Issuance of ordinary shares due to share option exercises ...Restricted share units vested, net of shares withheld for taxes ...Excess tax benefits from share-based compensation . . Share...

  • Page 60
    ...,109 23,483 19 105,611 Balance at June 30, 2010 ...Issuance of ordinary shares due to share option exercises ...Restricted share units vested, net of shares withheld for taxes ...Excess tax benefits from share-based compensation . . Share-based compensation expense ...Repurchase of ordinary shares...

  • Page 61
    ... securities ...Sales, maturities and redemptions of marketable securities Purchases of intangible assets ...Capitalization of software and website development costs ... Net cash used in investing activities ...Financing activities Repayments of long-term debt ...Payment of withholding taxes...

  • Page 62
    VISTAPRINT N.V. Form 10-K CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended June 30, 2011 2010 2009 Cash paid during the period for: Interest...Income taxes ... $ 219 4,259 $ 883 1,573 $ 1,391 3,021 See accompanying notes. 59

  • Page 63
    ... FINANCIAL STATEMENTS Years Ended June 30, 2011, 2010 and 2009 (in thousands, except share and per share data) 1. Description of the Business The Vistaprint group of companies offers micro businesses the ability to market their businesses with a broad range of brand identity and promotional products...

  • Page 64
    ... impairments during the years ended June 30, 2010 and 2009. Cash, cash equivalents and marketable securities as of June 30, 2011 consisted of the following: Amortized Cost Gross Unrealized Gains (Losses) Fair Value Form 10-K Cash and cash equivalents ...Marketable securities: ...Municipal auction...

  • Page 65
    ... over the estimated useful lives of the assets. Software and Web Site Development Costs We capitalize eligible salaries and payroll-related costs of employees who devote time to the development of internal-use computer software. Capitalization begins when the preliminary project stage is complete...

  • Page 66
    ... balance sheet. Revenue Recognition We generate revenue primarily from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services and order referral fees. We recognize revenue arising from sales of products...

  • Page 67
    ... for the years ended June 30, 2011, 2010 and 2009 was $11,128, $8,501 and $7,069, respectively, which consisted of costs related to enhancing our manufacturing engineering and technology capabilities. Income Taxes As part of the process of preparing our consolidated financial statements, we estimate...

  • Page 68
    ...share options and restricted share units ("RSUs"), using the treasury stock method as our unvested share options and RSUs do not have rights to dividends. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Year Ended June 30, 2011 2010 2009 Weighted...

  • Page 69
    ... creditworthiness of our customers to which we grant credit terms in the normal course of business. We had one customer that represented 26% of our total accounts receivable at June 30, 2011. All balances related to this one customer have been collected as of the date of this filing. We maintain an...

  • Page 70
    ...,331 $ - $ 660 The following table presents a roll forward of assets measured at fair value using significant unobservable inputs (Level 3) at June 30, 2011 and 2010: Balance at June 30, 2009...Maturities or redemptions ...Balance at June 30, 2010...Maturities or redemptions ...Reclassification...

  • Page 71
    ... consists of the following: June 30, Estimated useful lives 2011 2010 Land improvements ...Building and building improvements ...Machinery and production equipment . . Computer software and equipment ...Furniture, fixtures and office equipment ... Leasehold improvements ...Construction in progress...

  • Page 72
    ... advertising costs is principally a result of our increased customer acquisition and retention promotion costs. The decrease in accrued purchases of property, plant and equipment is principally a result of the outstanding payments due as of June 30, 2010 related to our Australia production facility...

  • Page 73
    ... at prices that are equal to the fair market value of the shares on the date the option is granted and have a contractual term of ten years. Options generally vest quarterly over 3 years for directors and 25% after one year and quarterly thereafter for employees. The fair value of each option award...

  • Page 74
    ...lower than the market price on June 30, 2011. The total intrinsic value of options exercised during the fiscal years ended June 30, 2011, 2010 and 2009 was $8,319, $26,667, and $15,203, respectively. Restricted share units The fair value of RSU grants is equal to the fair market value of our shares...

  • Page 75
    ...2011, 2010 and 2009, respectively. Share-based compensation costs capitalized as part of software and website development costs were $347, $530 and $994 for the years ended June 30, 2011, 2010 and 2009, respectively. At June 30, 2011, there was $36,948 of total unrecognized compensation cost related...

  • Page 76
    ...(4,645) $ 5,417 The following is a reconciliation of the standard U.S. statutory tax rate and our effective tax rate: Year Ended June 30, 2011 2010 2009 U.S. federal statutory income tax rate State taxes, net of federal effect...Foreign rate differential ...Increase in valuation allowance ...Other...

  • Page 77
    ..., we had approximately $2,614 of state net operating loss and $696 of federal R&D tax credit carryforwards as a result of excess tax deductions related to share-based compensation. We will realize the benefit of these excess tax deductions through increases to shareholders' equity in the periods in...

  • Page 78
    ... will have a material impact on our financial position or results of operations. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. Generally, the years 2005 through 2010 remain open for examination by the...

  • Page 79
    ... based on the lack of availability of information and a change in financial reporting systems in fiscal 2010. Revenue has been disclosed for all periods. Year Ended June 30, 2011 2010 2009 Revenue: North America (1) ...Europe ...Asia Pacific ...Total revenue ...(1) $ 452,770 321,716 42,523 $ 817...

  • Page 80
    ... tables set forth revenues and long-lived assets by geographic area: Form 10-K Year Ended June 30, 2011 2010 2009 Revenue: United States ...Non-United States (1) ...Total revenue ... $ 430,354 386,655 $ 817,009 $ 370,137 299,898 $ 670,035 June 30, $ 313,621 202,205 $ 515,826 2011 2010 Long...

  • Page 81
    ... of site development and construction of our Jamaican customer service, sales and design support centers of approximately $14,803, production and computer equipment purchases of approximately $6,559, and other unrecorded purchase commitments of $1,658. Legal Proceedings On July 21, 2009, Vistaprint...

  • Page 82
    13. Quarterly Financial Data (unaudited) Year Ended June 30, 2011 First Quarter Second Quarter Third Quarter Fourth Quarter Form 10-K Revenue ...Cost of revenue ...Net income ...Net income per share: Basic ... ...$ 170,487 $ 234,064 $ 203,667 $ 208,791 ...62,833 78,834 70,738 75,401 ...10,781 ...

  • Page 83
    ... designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely...

  • Page 84
    ... Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's supervisory board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the...

  • Page 85
    ... internal control over financial reporting as of June 30, 2011, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vistaprint N.V. as of June 30, 2011 and 2010 and the...

  • Page 86
    ... in Internal Control Over Financial Reporting Form 10-K No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2011 that have materially affected, or are reasonably likely...

  • Page 87
    ... our code of business conduct and ethics that applies to our principal executive, financial or accounting officers, or persons performing similar functions, we will post information about such amendment or waiver on our website at www.vistaprint.com. Item 11. Executive Compensation The information...

  • Page 88
    ... of Exhibits. The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Annual Report on Form 10-K. (c) Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in...

  • Page 89
    ... Robert S. Keane President and Chief Executive Officer (Principal executive officer) Executive Vice President and Chief Financial Officer (Principal financial officer) Chief Accounting Officer (Principal accounting officer) Member, Supervisory Board August 17, 2011 /s/ ERNST J. TEUNISSEN Ernst...

  • Page 90
    ... to our Form 10-Q for the fiscal quarter ended September 30, 2010 Form of Indemnification Agreement between Vistaprint N.V. and each of our executive officers and members of our Supervisory Board and Management Board is incorporated by reference to our Current Report on Form 8-K filed with the...

  • Page 91
    ...the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer The following materials from this Annual Report on Form 10-K, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated...

  • Page 92
    Proxy Statement Vistaprint NOTICE AND PROXY STATEMENT

  • Page 93
    ...: on Thursday, November 3, 2011 at 5:30 p.m. Central European Time at the offices of Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING: (1) Reappoint a member of our Supervisory Board to serve for a term of four years ending on the date...

  • Page 94
    ... at our offices at the address above and for viewing, printing and downloading at http://proxy.ir.vistaprint.com. We will furnish without charge a copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, as filed with the United States Securities and...

  • Page 95
    ... things: • signing another proxy with a later date and delivering the new proxy to our General Counsel at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than 5:30 p.m. Central European Time on the last business day before...

  • Page 96
    ...person? Proxy Statement If you wish to attend our annual meeting in Venlo, the Netherlands on November 3, 2011 in person, please send our General Counsel written notice at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than...

  • Page 97
    ...of their duties during the year ended June 30, 2011 (Proposal 4); FOR the changes to our Supervisory Board compensation package to increase the cash compensation received by our supervisory directors (Proposal 5); FOR the renewal of the authorization of our Management Board, acting with the approval...

  • Page 98
    ... 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 supervisory director, for the 2012 annual general meeting? Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange...

  • Page 99
    ... you contact us at the following address or telephone number: Vistaprint N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA 02421, USA, telephone no. +1 781-652-6480. If you want to receive separate copies of the proxy statement or annual report to...

  • Page 100
    ... shares; • each member of our Supervisory Board; • our named executives officers who are listed in the Summary Compensation Table in this proxy statement; and • all of our supervisory directors and executive officers as a group. Name and Address of Beneficial Owner(1) Number of Ordinary Shares...

  • Page 101
    ...interest therein. (9) Includes the number of shares listed below that each executive officer and supervisory director has the right to acquire under share options and restricted share units that vest on or before November 6, 2011: • Mr. Keane: 1,536,200 shares, held by the Trusts • Ms. Blake: 26...

  • Page 102
    ...filing requirements during our 2011 fiscal year, except as previously disclosed in our 2010 proxy statement. PROPOSAL 1 - REAPPOINTMENT OF A MEMBER OF THE SUPERVISORY BOARD The six members of our Supervisory Board serve for rotating four-year terms: • Peter Gyenes' term expires at this 2011 annual...

  • Page 103
    ... Financial Statements contained in our Annual Report on Form 10-K for the year ended June 30, 2011 that were prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, as required by United States law and NASDAQ listing standards for companies with securities...

  • Page 104
    ...us besides the Supervisory Board compensation, and under Dutch law, no Supervisory Board member may be an employee of Vistaprint. We are asking our shareholders to approve increases to the annual cash retainers that we pay to all of our supervisory directors, as well as new annual cash retainers for...

  • Page 105
    ...their percentage ownership of Vistaprint's shares by buying a proportional number of any new shares that Vistaprint issues. However, Dutch law and our articles of association permit our shareholders to authorize our Management Board, with the approval of our Supervisory Board, to exclude or restrict...

  • Page 106
    ... financial accounting and reporting matters, and fees for access to certain online accounting reference applications. (3) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation), tax advice, tax planning and consultation services, and tax return...

  • Page 107
    ... our named executive officers at risk for fiscal 2011 through our annual and long-term cash and equity incentive programs. Our incentive compensation based on operating and stock performance consists of annual and long-term cash incentive awards, restricted share units and share options. Our annual...

  • Page 108
    ...independent, non-employee supervisory directors. Nominee for Member of our Supervisory Board whose term expires at this 2011 Annual General Meeting: PETER GYENES, Director since February 2009 Mr. Gyenes, age 66, has served as the Chairman of Sophos Ltd., a global security software company, since May...

  • Page 109
    ... a member of the board of directors of Consona Corporation, a privately held provider of customer relationship management and enterprise resource planning software and services. Mr. Gavin brings to the Supervisory Board his extensive experience as chief financial officer of several growing companies...

  • Page 110
    ... of products and services to small businesses, most recently serving as Chief Executive Officer, President, Chief Operating Officer and director. Mr. Riley brings to the Supervisory Board his extensive experience of leading companies as chief executive officer and board member. Our Management Board...

  • Page 111
    ...goals and strategy, managing Vistaprint's associated risk profile, operating Vistaprint's business on a day-to-day basis and addressing corporate social responsibility issues that are relevant to the enterprise. The Management Board is accountable to the Supervisory Board and to our shareholders. 18

  • Page 112
    ... an independent, non-employee supervisory director, and the Chairman of our Management Board is Mr. Keane, who is also our Chief Executive Officer and President. Governance Guidelines We believe that good corporate governance is important to ensure that Vistaprint is managed for the longterm benefit...

  • Page 113
    ...code of business conduct and ethics that applies to our supervisory directors, officers and employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ stock market listing standards...

  • Page 114
    ... at the meeting representing more than half of our share capital. Supervisory Board Meetings and Committees During our 2011 fiscal year, our Supervisory Board met four times, and each of our supervisory directors attended at least 89% of the total number of meetings of the Supervisory Board and the...

  • Page 115
    ... of our Chief Executive Officer; • overseeing and administering our cash and equity incentive plans; • reviewing and making recommendations to the Supervisory Board with respect to supervisory director compensation; • reviewing and discussing with management the "Compensation Discussion and...

  • Page 116
    ... financial statements be included in Vistaprint's Annual Report on Form 10-K for the fiscal year ended June 30, 2011. The Audit Committee and Supervisory Board also have selected, subject to appointment by the shareholders, Ernst & Young LLP as Vistaprint's independent registered public accounting...

  • Page 117
    ..., and employment by us of a related person. A related person is any person who is or was a member of our Management Board or Supervisory Board at any time since the beginning of our most recently completed fiscal year, the beneficial holder of more than 5% of any class of our voting securities, or...

  • Page 118
    ... of leading the organization to achieve aggressive financial and operational targets, and that will identify and execute opportunities to profitably expand our business. Accordingly, our Compensation Committee, which oversees the compensation program of our executive officers, designed an executive...

  • Page 119
    ... management team who are not executive officers; • Competitive analysis and recommendations to our Compensation Committee with respect to the compensation of our Supervisory Board members; and • Detailed equity utilization analysis comparing the number of shares that Vistaprint grants per year...

  • Page 120
    ... term financial objectives and the creation of value for our shareholders as reflected in our share price. Executive officers also participate in the standard health and welfare benefits applicable to our employees in their geographic home locations. In accordance with our compensation philosophy...

  • Page 121
    ...2010 and proportionately increased his annual incentive compensation target, for which the actual compensation he receives varies based on our performance with respect to constant currency revenue and earnings per share goals. • Ms. Cebula was promoted to Chief Operating Officer during fiscal 2011...

  • Page 122
    ... differences attributable to other quarterly incentive payment recipients who joined Vistaprint or received a pro-rated incentive pay increase during the fiscal year. The following table sets forth the target and actual cash incentives for our named executive officers for fiscal 2011: Name Target...

  • Page 123
    ... fiscal year within that specific cycle. We granted long-term cash incentive awards to our named executive officers in fiscal 2010 and fiscal 2011 with performance goals based on Vistaprint's achievement of EPS targets expressed as dollar values in the low, medium and upper ranges. The Compensation...

  • Page 124
    ... in a payout of 130% of the named executive officers' targets for that year. Our actual EPS for fiscal 2011, calculated in accordance with U.S. generally accepted accounting principles, was $1.827, and the 2011-2014 award agreements required the Compensation Committee to adjust the EPS performance...

  • Page 125
    ... with some of our named executive officers to reimburse them for living and relocation expenses relating to their work outside of their home countries. You can find more information about these arrangements in the Summary Compensation Table of this proxy statement. Executive Retention and Other...

  • Page 126
    ... payments to the executive. The following table sets forth information on the potential payments to named executive officers upon their termination or a change in control of Vistaprint, assuming that a termination or change in control took place on June 30, 2011. Accelerated Vesting of Share Options...

  • Page 127
    ... if Vistaprint had met its targets for the applicable periods. Cash incentive awards that the named executive officers earned as of June 30, 2011 irrespective of a termination without cause or change in control have been excluded. (2) Amounts in this column represent the value of share options upon...

  • Page 128
    ... 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 named executive officer (other than the chief financial officer) whose compensation is required to be reported to our shareholders...

  • Page 129
    ... Plan All Other Compensation Compensation ($)(2) ($) Total ($) Name and Principal Position Year Robert S. Keane(3) ...President and Chief Executive Officer Katryn Blake(4) ...Chief Customer Officer and President, Vistaprint North America Wendy M. Cebula ...Chief Operating Officer 2011 2010 2009...

  • Page 130
    ... year. You can find more information about the amounts paid for fiscal 2011 to each executive officer under his or her annual and long-term cash incentive awards in the Compensation Discussion and Analysis section of this proxy statement. The amounts reported in this column for fiscal 2009 represent...

  • Page 131
    ...table contains information about plan-based awards granted to each of our named executive officers during the fiscal year ended June 30, 2011. All Other All Other Share Option Awards: Awards: Number Number of of Shares Securities or Share Underlying Units Options (2)(#) (3)(#) Exercise or Base Price...

  • Page 132
    ... more information on the amounts actually paid to our executive officers under their fiscal 2011 annual cash incentive awards above in the Compensation Discussion and Analysis section of this proxy statement. (9) These amounts represent target long-term cash incentives. Each named executive officer...

  • Page 133
    ... as of June 30, 2011 for each of our named executive officers. Option Awards Number of Securities Underlying Unexercised Options Name (#) Exercisable (#) Unexercisable Share Awards Number of Shares or Share Units That Have Not Vested (2)(#) Market Value of Shares or Share Units That Have Not Vested...

  • Page 134
    ... The value realized on vesting of restricted share units is determined by multiplying the number of shares that vested by the closing sale price of our ordinary shares on the NASDAQ Global Select Market on the vesting date. COMPENSATION OF SUPERVISORY BOARD MEMBERS The following contains information...

  • Page 135
    ...information about unexercised share options and unvested restricted share units as of June 30, 2011 for each of our supervisory directors. Option Awards Number of Securities Underlying Option Unexercised Exercise Options Price (#) Exercisable (#) Unexercisable (1)($) Share Awards Market Number Value...

  • Page 136
    ... by the Supervisory Board using a generally accepted equity pricing valuation methodology, such as the Black-Scholes model or binomial method for share options, with such modifications as it may deem appropriate to reflect the fair market value of the equity awards. In fiscal year 2011, we used the...

  • Page 137
    ... entity that had one or more executive officers serving as a member of our Supervisory Board or Compensation Committee. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of June 30, 2011 about the securities issued or authorized for future...

  • Page 138
    [email protected]. Richard Riley* Chairman and Chief Executive Officer, LoJack Corporation Mark Thomas Founder and Managing Partner, Monitor Clipper Partners *Chairman of the Supervisory Board Annual General Meeting of Shareholders November 3, 2011 Hudsonweg 8 5928 LW Venlo The Netherlands...

  • Page 139
    ....sg SOUTH KOREA | www.vistaprint.co.kr SPAIN | www.vistaprint.es SWEDEN | www.vistaprint.se SWITZERLAND | www.vistaprint.ch TURKEY | www.vistaprint.com.tr UNITED KINGDOM | www.vistaprint.co.uk UNITED STATES | www.vistaprint.com Vistaprint N.V. | Hudsonweg 8 | 5928 LW Venlo | The Netherlands