Vistaprint 2011 Annual Report Download - page 104

Proxy Statement
reviewed the compensation of our supervisory directors against the compensation of the boards of directors of
the primary compensation peer group of companies identified in the Compensation Discussion and Analysis
section of this proxy statement. The Compensation Committee determined that our Supervisory Board was
under-compensated in comparison with our peers and that it is competitive practice to provide committee
chairmen with additional compensation for the responsibility of leading their committees. Our Supervisory
Board compensation package is an important tool for helping us attract and retain talented supervisory
directors who demonstrate integrity, business acumen, experience and knowledge of our business and industry.
If our Supervisory Board compensation is not market competitive, then we may have more difficulty recruiting
and retaining highly qualified supervisory directors. None of our current supervisory directors receives any
other compensation from us besides the Supervisory Board compensation, and under Dutch law, no Supervi-
sory 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 the chairmen of the committees of our
Supervisory Board as described below, effective as of the beginning of our 2012 fiscal year:
• Increase the cash retainer for each supervisory director from $13,000 to $24,000 per fiscal year;
• Pay the chairman of our Supervisory Board and the chairman of our Audit Committee an additional
cash retainer of $15,000 per fiscal year; and
• Pay the chairmen of our Compensation Committee and Nominating and Corporate Governance
Committee an additional cash retainer of $10,000 per fiscal year.
There would be no change to the annual cash retainer of $10,000 for each committee on which a
supervisory director serves, the cash fees of $3,000 for each meeting of our Supervisory Board that a
supervisory board member physically attends or our supervisory directors’ equity compensation, as described
in the section of this proxy statement entitled “Compensation of Supervisory Board Members.”
If our shareholders do not approve the proposed changes to our Supervisory Board compensation, then
the current Supervisory Board compensation package would remain in place, and we would continue to
compensate our supervisory directors as described in the section of this proxy statement entitled “Compensa-
tion of Supervisory Board Members.”
Our Management Board and Supervisory Board recommend that you vote FOR the changes to the
Supervisory Board compensation package to increase the cash compensation received by our supervisory
directors.
PROPOSALS 6 AND 7 — RENEWAL OF AUTHORIZATION TO ISSUE SHARES
Our current authorized share capital consists of 120 million ordinary shares and 120 million preferred
shares, each with a par value per share of A0.01. Under Dutch law and our articles of association, we are
required to seek the approval of our shareholders each time we wish to issue shares of our authorized share
capital unless our shareholders have authorized our Management Board, with the approval of our Supervisory
Board, to issue shares. This authorization may not continue for more than five years, but may be given on a
rolling basis. We currently have authorization from our shareholders to issue ordinary shares, or grant rights to
subscribe for ordinary shares, up to a maximum of our authorized share capital, and to issue preferred shares,
or grant rights to subscribe for preferred shares, equal to 100% of the number of ordinary shares outstanding
at the time of issue. This existing authorization expires on August 28, 2014, and it is common practice for
Dutch companies to seek to renew this authorization annually on a rolling basis. The approval of this proposal
will maintain our flexibility to issue our shares without the delay and expense of calling extraordinary general
meetings of shareholders.
We currently issue ordinary shares from our treasury account, instead of from our authorized share
capital, to satisfy our obligations to issue shares under our equity compensation plans, and if we were to use
our ordinary shares as consideration in an acquisition, we expect to issue those shares from our treasury
account as well. Accordingly, we do not have any specific plans, proposals or arrangements to issue any of our
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