Vistaprint 2011 Annual Report Download - page 128

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Proxy Statement
We have also entered into indemnification agreements with our executive officers that provide the
executives with indemnification for actions they take in good faith as members of the Management Board.
The Role of Company Executives in the Compensation Process
Although the Compensation Committee manages and makes decisions about the compensation process,
the Committee also takes into account the views of our Chief Executive Officer, who makes initial
recommendations with respect to executive officers other than himself. Other employees of Vistaprint also
participate in the preparation of materials presented to or requested by the Compensation Committee for use
and consideration at Compensation Committee meetings.
Share Ownership Guidelines
In May 2011, we instituted share ownership guidelines for all of our executive officers and members of
our Supervisory Board. The guidelines require our executive officers and supervisory directors to hold
Vistaprint equity, including ordinary shares they hold directly or indirectly, unvested restricted share units and
vested, unexercised, in-the-money share options, with a value, based on the two-year trailing average of the
closing prices of Vistaprint’s ordinary shares on the NASDAQ Global Select Market, equal to or greater than a
multiple of the executive officer’s annual base salary or the supervisory director’s annual retainer, 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
• Supervisory directors: 5 times Supervisory Board annual cash retainer
Each executive officer and supervisory director has until June 30, 2015 to comply with the share
ownership guidelines, and our expectation is that each individual would accumulate at least 25% of his or her
required equity value each year.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal 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 pursuant to SEC rules by reason of being
among our three most highly paid executive officers. This deduction limitation can apply to compensation paid
by U.S. subsidiaries of Vistaprint. Qualifying performance-based compensation is not subject to the deduction
limitation if certain requirements are met.
The Compensation Committee reserves the right to use its judgment to authorize compensation payments
that may be subject to the Section 162(m) limitation when it believes that such payments are appropriate and
in the best interests of Vistaprint and its shareholders, after taking into account business conditions or the
officer’s performance. Although the Compensation Committee considers the impact of Section 162(m) when
administering Vistaprint’s compensation plans, it does not make decisions regarding executive compensation
based solely on the expected tax treatment of such compensation. As a result, the Compensation Committee
may deem it appropriate at times to forego qualified performance-based compensation under Section 162(m)
in favor of awards that may not be fully tax-deductible by Vistaprint’s subsidiaries.
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