Vistaprint 2012 Annual Report Download - page 115

During fiscal 2012, no services were provided to Vistaprint by Ernst & Young LLP other than in accordance
with the pre-approval policies and procedures described above.
PROPOSAL 11 — ADVISORY VOTE TO APPROVE 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 compensation tables,
and accompanying narrative disclosures in this proxy statement. This is an advisory vote, meaning that this pro-
posal 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.
Please carefully read the CD&A section of this proxy statement, including the Executive Overview. As you
cast your vote on this Proposal 11, we would like you to consider the following compensation program high-
lights, which are described in more detail in CD&A:
‰In fiscal 2012, our Compensation Committee determined that it would be in the best interests of Vistaprint
and our shareholders to revise our executive compensation program to increase the emphasis on Vistap-
rint’s long-term performance and our new five-year growth strategy using our share price as the primary
performance metric. To ensure that our revised compensation program would align with our shareholders’
interests, we reached out to our eight largest non-management shareholders, who at that time beneficially
owned approximately 67% of our outstanding ordinary shares, to seek their input on our revised executive
compensation program. We then incorporated our shareholders’ feedback into our executive compensation
design.
‰Based on our shareholder outreach process and compensation philosophy, we granted our named execu-
tive officers share options with an exercise price of $50.00, which is at least 33% higher than the fair
market value of our ordinary shares on the grant dates. In addition, our Chief Executive Officer may not
exercise his options unless our share price on NASDAQ is at least $75.00 on the exercise date.
‰As a result of our shareholders’ feedback in our 2011 “say on pay” vote, our Compensation Committee
decided that, after August 1, 2012, we will no longer include excess parachute payment tax gross-up
provisions in the executive retention agreements that we enter into with our future executives.
‰We pay our executive officers based on Vistaprint’s performance. For fiscal 2012, 98% of our Chief
Executive Officer’s total compensation and an average of 75% of our other executive officers’ total
compensation was at risk.
As required by Dutch law, we have a shareholder-approved Remuneration Policy that applies to our
Management Board members, which you can find at www.vistaprint.com, and the compensation of our named
executive officers is in accordance with the Remuneration Policy. This advisory vote on executive compensation
does not amend the Remuneration Policy in any way.
In 2011, a majority of our shareholders voted to hold the advisory vote to approve our executive compensa-
tion on an annual basis. Therefore, we intend to put forth at each annual general meeting of shareholders an advi-
sory vote on the compensation of our named executive officers for the immediately preceding fiscal year.
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.
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.
Proxy Statement
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