Vistaprint 2011 Annual Report Download - page 97

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How will votes be counted?
Each ordinary share will be counted as one vote according to the instructions contained on a properly
completed proxy or on a ballot voted in person at the annual meeting. Shares will not be voted in favor of a
proposal if either (1) the shareholder abstains from voting on a particular matter, or (2) the shares are broker
non-votes.
Who will count the votes?
Computershare Trust Company, Inc., our transfer agent, will count, tabulate and certify the votes.
How do the Management Board and Supervisory Board recommend that I vote on the proposals?
The Management Board and Supervisory Board recommend that you vote:
FOR the reappointment of Peter Gyenes to serve as a member of our Supervisory Board for a term
of four years ending on the date of our annual general meeting of shareholders in 2015 (Proposal 1);
FOR the adoption of our statutory annual accounts, as prepared in accordance with Dutch law, for
the fiscal year ended June 30, 2011 (Proposal 2);
FOR the discharge of the members of our Management Board from liability with respect to the
exercise of their duties during the year ended June 30, 2011 (Proposal 3);
FOR the discharge of the members of our Supervisory Board from liability with respect to the
exercise of their duties during the year ended June 30, 2011 (Proposal 4);
FOR the changes to our Supervisory Board compensation package to increase the cash compensation
received by our supervisory directors (Proposal 5);
FOR the renewal of the authorization of our Management Board, acting with the approval of the
Supervisory Board, to issue ordinary shares and grant rights to subscribe therefor until November 3, 2016
(Proposal 6);
FOR the renewal of the authorization of our Management Board, acting with the approval of the
Supervisory Board, to issue preferred shares and grant rights to subscribe therefor until November 3,
2016 (Proposal 7);
FOR the renewal of the authorization of our Management Board, acting with the approval of the
Supervisory Board, to exclude or restrict our shareholders’ pre-emptive rights under Dutch law until
November 3, 2016 (Proposal 8);
FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm
for the fiscal year ending June 30, 2012 (Proposal 9);
FOR the compensation of our named executive officers, as described in the Compensation Discus-
sion and Analysis, executive compensation tables and accompanying narrative disclosures in this proxy
statement (Proposal 10); and
FOR an ANNUAL shareholder advisory vote on the compensation of our named executive officers
(Proposal 11).
Will any other business be conducted at the meeting or will other matters be voted on?
Our Management Board and Supervisory Board do not know of any other matters that may come before
the meeting. If any other matter properly comes before the meeting, then, to the extent permitted by applicable
law, the persons named in the proxy card that accompanies this proxy statement may exercise their judgment
in deciding how to vote, or otherwise act, at the meeting with respect to that matter or proposal.
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