Vistaprint 2011 Annual Report Download - page 102

Download and view the complete annual report

Please find page 102 of the 2011 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 139

  • 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

Proxy Statement
(12) Includes 2,500 shares owned by a family limited liability company of which Mr. Thomas is a manager. Mr. Tho-
mas disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(13) Includes a total of 1,790,487 shares that all of our executive officers and supervisory directors have the
right to acquire under share options and restricted share units that vest on or before November 6, 2011.
We have established an independent Dutch foundation, Stichting Continuïteit Vistaprint, or the Founda-
tion, to safeguard the interests of Vistaprint N.V. and its stakeholders and to assist in maintaining Vistaprint’s
continuity and independence. To this end, on November 16, 2009 we granted the Foundation a call option
pursuant to which the Foundation may acquire a number of preferred shares equal to the number of ordinary
shares then outstanding, which is designed to provide a protective measure against unsolicited take-over bids
for Vistaprint and other hostile threats.
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 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 general meeting, and we are asking our shareholders to
reappoint him;
• Mark T. Thomas’ term expires at our 2012 annual general meeting;
• The terms of John J. Gavin, Jr. and George M. Overholser expire at our 2013 annual general
meeting; and
• The terms of Louis R. Page and Richard T. Riley expire at our 2014 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 a unanimous resolution to make a binding nomination
of Peter Gyenes and Mark T. Thomas to serve as a supervisory director for a term of four years ending on the
date of our annual general meeting of shareholders in 2015. The Supervisory Board recommends that
shareholders vote for the appointment of Mr. Gyenes for this position.
The persons named in the enclosed proxy card will vote to reappoint Mr. Gyenes as a member of our
Supervisory Board, unless you withhold authority to vote for his reappointment by marking the proxy card to
that effect. Mr. Gyenes has indicated his willingness to serve if appointed.
Mr. Gyenes is currently a member of our Supervisory Board. You can find more information about
Mr. Gyenes and the other members of our Supervisory Board in the section of this proxy statement entitled
“INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND EXECUTIVE OFFICERS.”
The Management Board and Supervisory Board recommend that you vote FOR the reappointment of
Mr. Gyenes as a member of our Supervisory Board.
9