Vistaprint 2011 Annual Report Download - page 108

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Proxy Statement
PROPOSAL 11 — FREQUENCY OF FUTURE VOTES ON EXECUTIVE COMPENSATION
We are asking our shareholders to advise us on how frequently they wish to cast an advisory vote on the
compensation of our named executive officers: Once every year, once every two years, or once every three
years. Based on our review of ISS recommendations and shareholder votes of other companies that are
publicly traded in the United States, we have determined that the current best practice in the market is an
annual vote, and we therefore recommend annual advisory votes on executive compensation.
This is an advisory vote, meaning that it is not binding on us, but our Supervisory Board will take into
consideration the outcome of this vote in making a determination about the frequency of future executive
compensation advisory votes.
Our Management Board and Supervisory Board recommend that you vote in favor of an ANNUAL
vote on our executive compensation program.
OTHER MATTERS
Our Management Board and Supervisory Board do not know of any other matters that may come before
the annual meeting. However, if any other matters are properly presented to the annual meeting, then, to the
extent permitted by applicable law, the persons named as proxies may vote, or otherwise act, in accordance
with their judgment on such matters.
INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND EXECUTIVE OFFICERS
Our Supervisory Board:
Our Supervisory Board currently consists of six 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 2006. Mr. Gyenes served as Chairman and Chief Executive Officer of Ascential Software and its
predecessor companies VMark Software, Ardent Software and Informix from 1996 until it was acquired by
IBM in April 2005. Mr. Gyenes also serves on the boards of Pegasystems Inc., a provider of business process
management software and services; Intralinks Holdings, Inc., a provider of shared document and information
exchanges; and RealPage, Inc., a provider of property management software solutions for the multifamily
industry. Mr. Gyenes previously served on the boards of Netezza Corporation, a provider of data warehouse
appliances from February 2008 to November 2010 when it was acquired by IBM; Lawson Software, Inc., a
provider of software and service solutions in the manufacturing, distribution, maintenance and service sector
industries, from May 2006 to July 2011 when it was acquired by GGC Software Holdings, Inc; Applix Inc., a
provider of enterprise planning software that was acquired by Cognos and then IBM, from May 2000 to
October 2007; BladeLogic Inc., a provider of data center automation software, from June 2006 to April 2008,
when it was acquired by BMC Software; and webMethods Inc., a provider of software for process
improvement that was acquired by Software AG, from May 2006 to May 2007. He is a trustee emeritus of the
Massachusetts Technology Leadership Council. Mr. Gyenes brings to the Supervisory Board his broad
experience in leading companies as chief executive officer and board member and his deep expertise on
executive compensation matters through his service on several compensation committees.
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