Vistaprint 2011 Annual Report Download - page 107

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PROPOSAL 10 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
At the annual meeting, we are asking our shareholders to approve the compensation of our named
executive officers, as described in the Compensation Discussion and Analysis, or CD&A, executive compen-
sation tables and accompanying narrative disclosures in this proxy statement. This is an advisory vote,
meaning that this proposal is not binding on us, but our Compensation Committee values the opinions
expressed by our shareholders and will carefully consider the outcome of the shareholder vote when making
future compensation decisions for our named executive officers.
As you cast your vote on this Proposal 10, we would like you to consider the following compensation
program highlights:
Pay for Performance. As described in more detail in CD&A, our executive officers’ compensation
is heavily weighted toward compensation based on Vistaprint’s operating and stock performance, with
more than 80% of the total compensation of 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 and long-term cash incentive programs are dependent on Vistaprint’s
revenue and earnings per share performance, while equity incentive programs are dependent on the
performance of our share price. Our executive compensation program is designed to reward extraordinary
performance with compensation that is above the averages of our peer companies and conversely pay
compensation below peer averages in the absence of extraordinary performance.
For fiscal 2011, Vistaprint’s revenue grew 22% from fiscal 2010 to $817 million, and earnings per
share increased 23% to $1.83. Our executive officers’ annual cash incentives are tied directly to our
revenue and earnings per share goals for each fiscal year, and their long-term cash incentives are tied
directly to our earnings per share goals. We fell slightly short of our revenue goal for fiscal 2011 but
over-achieved on our earnings per share goals; accordingly, our named executive officers were entitled to
receive 98.8% of their annual cash incentive targets for fiscal 2011, although some received slightly more
or slightly less given the timing of their promotions to executive officer positions during the course of
fiscal 2011, and approximately 120% of their long-term cash incentive targets. You can find more detailed
information about our annual and long-term cash incentive programs in CD&A.
Benefit Programs and Perquisites. We generally do not provide benefit programs or perquisites to
our executive officers that are different from those that are available to our non-executive employees who
work in the same location. We do have arrangements with some of our named executive officers to
reimburse them for living and relocation expenses relating to their work outside of their home countries,
but we also provide similar arrangements to some of our non-executive employees who relocate from
their home countries.
Share Ownership Guidelines. To enhance the alignment between our executive officers and our
shareholders, we instituted share ownership guidelines for all executive officers in May 2011. The
guidelines require our executive officers to hold Vistaprint equity with a value equal to or greater than a
multiple of the executive officer’s annual base salary as follows: Chief Executive Officer — 5 times
annual base salary; Chief Operating Officer — 4 times annual base salary; other executive officers — 3
times annual base salary. You can find more detailed information about our share ownership guidelines in
CD&A.
Consultant Independence. Our Compensation Committee’s independent consultant is retained
directly by the Compensation Committee and provides no other services to Vistaprint besides compensa-
tion services.
Our Management Board and Supervisory Board recommend that you vote FOR the approval of the
compensation of our named executive officers, as described in this proxy statement.
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