Vistaprint 2011 Annual Report Download - page 96

Proxy Statement
• delivering to our General Counsel written notice no later than 5:30 p.m. Central European Time on the
last business day before the meeting that you want to revoke your proxy; or
• voting in person at the meeting.
Your attendance at the meeting alone will not revoke your proxy.
Can I vote if my shares are held in “street name”?
If the shares you own are held in “street name” by a bank or brokerage firm, then your bank or brokerage
firm, as the record holder of your shares, is required to vote your shares according to your instructions. In
order to vote your shares, you will need to follow the directions your bank or brokerage firm provides to you.
How do I attend the meeting and vote in person?
If you wish to attend our annual meeting in Venlo, the Netherlands on November 3, 2011 in person,
please send our General Counsel written notice at the offices of our subsidiary Vistaprint USA, Incorporated,
95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than November 1, 2011. If you need
directions to the meeting, please call Investor Relations at [phone].
If you wish to attend the meeting and your shares are held in “street name” by a brokerage firm or bank,
then you must (1) provide the written notice referenced above and (2) bring with you to the meeting an
account statement or letter from your brokerage firm or bank showing that you are the beneficial owner of the
shares as of the record date in order to be admitted to the meeting. To be able to vote your shares held in
street name at the meeting, you will need to obtain a proxy card from the holder of record, i.e., your bank or
brokerage firm.
What vote is required?
Under our articles of association, holders of at least one third of our outstanding ordinary shares must be
represented at the annual meeting to constitute a quorum, and the following vote is required to approve each
of the proposals described in this proxy statement:
•Proposal 1 (election of a supervisory director): In accordance with our articles of association, our
Supervisory Board adopted a unanimous resolution to make a binding nomination of candidates for
supervisory director. Our shareholders may set aside this binding nomination only by a vote of at least
two thirds of the votes cast at a meeting representing more than half of our share capital.
•Proposals 2 through 9: These proposals require the approval of a majority of votes cast at a meeting
at which a quorum is present.
•Proposal 10 (advisory “say on pay”): This proposal requires the approval of a majority of votes cast
at a meeting at which a quorum is present. This vote is non-binding and advisory in nature, but our
Compensation Committee will take into account the outcome of the vote when considering future
executive compensation arrangements.
•Proposal 11 (advisory “say on frequency”): This vote is non-binding and advisory in nature, but our
Supervisory Board will take into account the outcome of the vote and expects to adopt the frequency
that receives the greatest level of support from our shareholders.
For Proposals 1 through 9, Dutch law and our articles of association provide that ordinary shares
abstaining from voting will count as shares present at the annual meeting but will not count for the purpose of
determining the number of votes cast. Broker non-votes will not count as shares present at the annual meeting
or for the purpose of determining the number of votes cast. For Proposals 10 and 11, ordinary shares
abstaining from voting and broker non-votes will not count as shares present at the meeting or for the purpose
of determining the number of votes cast. “Broker non-votes” are shares that are held in “street name” by a
bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to vote on a
particular matter.
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