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2014
2014
ANNUAL REPORT
Notice of Annual General Meeting of Shareholders | Proxy Statement
Vistaprint N.V.

Table of contents

  • Page 1
    2014 ANNUAL REPORT Notice of Annual General Meeting of Shareholders | Proxy Statement Vistaprint N.V.

  • Page 2
    ... parent company to Cimpress N.V. We seek to change our corporate name in order to reflect and help articulate our strategy and ambition to build the world's leading mass customization platform whose products we will bring to market via multiple, differentiated brands. Please note that Vistaprint...

  • Page 3
    ... share. When we say DCF, we mean the free cash flow (FCF) that, in our best judgment, will occur between now and the long-term future, appropriately discounted to reflect our cost of capital. Our 2014 investor day presentation addressed each of the above priorities. As a publicly traded company we...

  • Page 4
    ...last year. As of June 30, 2014, we employed over 5,000 team members in more than 20 different locations across 17 countries. Without their talents we could never have created this company, and we could never achieve the priorities set out above. Sincerely, Robert S. Keane Chairman of the Management...

  • Page 5
    ... 31, 2013 (the last business day of the registrant's most recently completed second fiscal quarter) based on the last reported sale price of the registrant's ordinary shares on the NASDAQ Global Select Market. As of August 8, 2014, there were 32,367,372 of Vistaprint N.V. ordinary shares, par value...

  • Page 6
    ... Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services...

  • Page 7
    ...and production process, from design conceptualization to product shipment and service delivery. On the Vistaprint websites, customers typically use our proprietary online design software to easily create and order full-color, personalized, professional-looking physical and digital marketing products...

  • Page 8
    ... blend of value, supplier reputation, product quality and selection, customer service and overall experience. We believe this segment represents the most significant growth opportunity for our Vistaprint brand over the long term. Locally Focused Market Segment: We believe the third market segment is...

  • Page 9
    ... have differing needs, skills, and expertise, and we offer a corresponding range of products, price points and customer service options. Our websites offer a full complement of tools and features allowing customers to create a product design or upload their own complete design, and place an order on...

  • Page 10
    ...through our Vistaprint-branded websites, enable customers, by themselves or together with the assistance of our design support staff, to design and create high quality marketing materials from their homes or offices. • Our document model architecture and technology employs Internet-compatible data...

  • Page 11
    ...aggregate customer orders, prepare orders for high-quality production and manage production, addressing and shipment of these orders. These technologies allow us to efficiently store, process and aggregate tens of thousands of Internet orders every day. Automated workflows help lower production cost...

  • Page 12
    ... have designed our website technologies and infrastructure to scale to accommodate future geographic expansion and growth in the number of customer visits, orders, and product and service offerings. This Internet-based architecture makes our applications highly scalable and offers our customers fast...

  • Page 13
    ... our global organization in terms of expertise, knowledge sharing, and marketing best practices. To acquire new customers, we employ sophisticated direct marketing approaches leveraging digital media and technologies as well as traditional media such as press releases, direct mail, broadcast, trade...

  • Page 14
    ... or inkjet printer and specialty paper; email marketing services companies; website design and hosting companies; suppliers of customized apparel, promotional products and gifts; online photo product companies; Internet firms and retailers; and other digital marketing such as social media, local...

  • Page 15
    ... for office businesses. We have not experienced any work stoppages and believe that relations with our employees are favorable. Corporate Information Vistaprint N.V. was incorporated under the laws of the Netherlands on June 5, 2009 and on August 30, 2009 became the publicly traded parent company of...

  • Page 16
    ...inability to develop new or enhanced supply chains; our failure to acquire new customers and enter new markets, retain our current customers, and sell more products to current and new customers; our failure to identify and address the causes of our revenue weakness in selected markets, in particular...

  • Page 17
    ... it increasingly difficult to attract new and repeat visitors to our websites and convert these visitors to customers, and our revenue could decline. Purchasers of micro business marketing products and services, including graphic design and customized printing, may not choose to shop online, which...

  • Page 18
    ... to promote our brands or provide customers with a high-quality customer experience, we may fail to attract new customers, maintain customer relationships, and sustain or increase our revenues. Our quarterly financial results will often fluctuate, which may lead to volatility in our share price. Our...

  • Page 19
    ...us to additional risks. We currently operate production facilities or offices in 17 countries and have many localized websites across our fourteen customer-facing brands to serve various geographic markets. We expect to establish operations and sell our products and services in additional geographic...

  • Page 20
    ... high portion of our earnings for the year, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts. Revenue during the second fiscal quarter represented 30%, 30%, and 29% of annual revenue in the years ended June 30, 2014, 2013...

  • Page 21
    ... websites is located in a single facility, and Jamaica, our largest customer service, sales, and design support operation, are subject to a high degree of hurricane risk and extreme weather conditions. We have not identified alternatives to all of our facilities, systems, supply chains, production...

  • Page 22
    ... or inkjet printer and specialty paper; email marketing services companies; website design and hosting companies; suppliers of customized apparel, promotional products and gifts; online photo product companies; Internet firms and retailers; and other digital marketing such as social media, local...

  • Page 23
    ...in repeat business to increase our revenues. As we continue our strategy of reducing the frequency of free and deep discount promotions as a customer acquisition and retention tool, we have seen resulting declines in both the number of new customers that purchase from us and short-term repeat orders...

  • Page 24
    ... customers, and operate and manage our websites and corporate email accounts. In addition, as a result of being blacklisted, we have had disputes with, or concerns raised by, various service providers who perform services for us, including co-location and hosting services, Internet service providers...

  • Page 25
    ..., 2014 and June 30, 2013 we derived 51% and 52% of our revenue, respectively, from sales to customers in the United States. We produce substantially all physical products for our United States customers at our facility in Ontario, Canada, and the United States imposes restrictions on shipping goods...

  • Page 26
    ... increase significantly, and we could be required to pay substantial penalties or monetary damages for any failure in our screening process. We are subject to customer payment-related risks. We accept payments for our products and services on our websites by a variety of methods, including credit...

  • Page 27
    ... customers. As we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. For some payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs...

  • Page 28
    ... prices that one company in a group of related companies charges to another member of the group for goods, services or the use of property. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices...

  • Page 29
    ...of capital management and certain corporate transactions. Dutch law requires shareholder approval for the issuance of shares and grants preemptive rights to existing shareholders to subscribe for new issuances of shares. In November 2011, our shareholders granted our supervisory board and management...

  • Page 30
    ... any subsequent tax year. The risk of being subject to increased taxation as a CFC may deter our current shareholders from acquiring additional ordinary shares or new shareholders from establishing a position in our ordinary shares. Either of these scenarios could impact the demand for, and value of...

  • Page 31
    ... Venlo, the Netherlands primarily services our European market, and our 124,000 square foot facility located in Deer Park, Australia primarily services our Asia-Pacific markets. We own a 92,000 square foot building in Montego Bay, Jamaica that is used as a customer service, sales and design support...

  • Page 32
    ... larger number of beneficial owners. The following table sets forth, for the periods indicated, the high and low sale price per share of our ordinary shares on the NASDAQ: High Low Fiscal 2013: First Quarter ...$ Second Quarter ...$ Third Quarter ...$ Fourth Quarter ...$ Fiscal 2014: First Quarter...

  • Page 33
    ... is tracked through June 30, 2014. Form 10-K COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Vistaprint N.V., the NASDAQ Composite Index and the RDG Internet Composite Index Year Ended June 30, 2009 2010 2011 2012 2013 2014 Vistaprint N.V. NASDAQ Composite RDG Internet Composite $ 100.00 100...

  • Page 34
    ...As of June 30, 2014 (a)(b)(c) 2013 (b)(c) 2012 (c) (In thousands) 2011 2010 Consolidated Balance Sheet Data: Cash, cash equivalents and marketable securities (d) ...$ Working capital (d) ...Total assets...Total long-term debt, excluding current portion...Total shareholders' equity ..._____ 76,365...

  • Page 35
    ... quarter of fiscal 2014 we acquired People & Print Group and Pixartprinting, two companies that help us reach differentiated customers through distinct brands, and that we believe will give us access to a broader product offering over time. Excluding these acquisitions, our reported revenue growth...

  • Page 36
    ...from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services, and order referral fees. We recognize revenue arising from sales of products and services, net of discounts and applicable indirect taxes, when...

  • Page 37
    ... financial results, estimated customer renewal rates, projected operating costs and discount rates. We estimate the fair value of contingent consideration at the time of the acquisition using all pertinent information known to us at the time to assess the probability of payment of contingent amounts...

  • Page 38
    ... of reporting units, discount rate and perpetual growth rate assumptions, and the amount and timing of expected future cash flows. While we believe our assumptions are reasonable, actual results could differ from our projections. We are required to re-evaluate the estimated useful lives on...

  • Page 39
    ...from the sale and shipping of customized manufactured products, and by providing digital services, website design and hosting, email marketing services, as well as a small percentage from order referral fees and other third-party offerings. We seek to increase our revenue by increasing the number of...

  • Page 40
    ...quarter. The North American business delivered annual reported and constant-currency revenue growth of 9% during the fiscal year ended June 30, 2014, as successful programs to drive customer value that we started two years ago helped to offset the negative impact of the pricing changes. The reported...

  • Page 41
    ... 2012 (including the 2012 acquisitions since their respective acquisition dates, but excluding the 2014 acquisitions of People & Print Group and Pixartprinting): Year Ended June 30, 2014 2013 % Increase/ (Decrease) Form 10-K Unique active customers ...New customers ...Retained customers ...Average...

  • Page 42
    ... process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production costs, costs of free products and other related costs of products sold by us. Cost of revenue as a percent of revenue increased during fiscal 2014 as the People & Print...

  • Page 43
    ... our fiscal 2012 Webs acquisition were fully vested at December 31, 2013. This reduction in expense was partially offset by increased payroll and facility-related costs of $6.9 million as we continued to expand our marketing organization and our customer service, sales and design support centers. At...

  • Page 44
    ... to fiscal 2012 by $4.9 million, primarily due to increased payroll and facility-related costs of $6.1 million resulting from the continued investment in our executive management, finance, legal and human resource organizations to support our expansion and growth. At June 30, 2013, we employed 400...

  • Page 45
    Income tax provision Year Ended June 30, 2014 2013 2012 Form 10-K Income tax provision ...$ Effective tax rate ... 10,590 $ 18.7% 9,387 $ 23.0% 11,851 21.2% Income tax expense for fiscal 2013 included a one-time currency exchange related tax benefit of $1.9 million recognized by one of our ...

  • Page 46
    ... $21.4 million were related to purchases of other capital assets, including facility improvements and office equipment; Repayments of debt and debt issuance costs of $274.9 million; Payments for business acquisitions, net of cash acquired, of $216.4 million; Purchases of our ordinary shares of $42...

  • Page 47
    ..., payments of dividends, corporate acquisitions and dispositions, investments in joint ventures or minority interests, and consolidated capital expenditures that we may make. These limitations can include annual limits that vary from year-to-year and aggregate limits over the term of the credit...

  • Page 48
    ...agreements require security deposits in the form of bank guarantees and a letter of credit in the amount of $0.1 million and $1.4 million, respectively. Build-to-suit lease. In July 2013, we executed a lease for an eleven-year term to move our Lexington, Massachusetts operations to a new facility in...

  • Page 49
    ... an increase of interest expense of approximately $2.2 million over the next 12 months. Currency Exchange Rate Risk. We conduct business in multiple currencies through our worldwide operations but report our financial results in U.S. dollars. Our international revenues, as well as costs and expenses...

  • Page 50
    ... Data VISTAPRINT N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated Statements of Shareholders' Equity...

  • Page 51
    ... REGISTERED PUBLIC ACCOUNTING FIRM Supervisory Board and Shareholders of Vistaprint N.V. We have audited the accompanying consolidated balance sheets of Vistaprint N.V. as of June 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, shareholders' equity...

  • Page 52
    ...equivalents ...Marketable securities ...Accounts receivable, net of allowances of $212 and $104, respectively ...Inventory ...Prepaid expenses and other current assets ...Total current assets ...Property, plant and equipment, net ...Software and web site development costs, net ...Deferred tax assets...

  • Page 53
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Form 10-K Year Ended June 30, 2014 2013 2012 Revenue ...$ Cost of revenue (1) ...Technology and development expense (1) ...Marketing and selling expense (1) ...General and administrative expense ...

  • Page 54
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended June 30, 2014 2013 2012 Net income ...$ Other comprehensive income: Foreign currency translation ...Net unrealized (loss) gain on derivative instruments designated and qualifying as cash flow hedges ......

  • Page 55
    ... compensation expense ...Purchase of ordinary shares ...Net income attributable to Vistaprint N.V...Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges ...Adjustment to contributed capital of noncontrolling interest...Unrealized gain on marketable securities...

  • Page 56
    VISTAPRINT N.V. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2014 2013 2012 Operating activities Net income ...$ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ...Share-based compensation expense ...Excess ...

  • Page 57
    ...(in thousands) Form 10-K Year Ended June 30, 2014 2013 2012 Supplemental disclosures of cash flow information: ...Cash paid during the period for: Interest ...$ Income taxes ...Supplemental schedule of non-cash investing and financing activities: ...Capitalization of construction costs related to...

  • Page 58
    ... Years Ended June 30, 2014, 2013 and 2012 (in thousands, except share and per share data) 1. Description of the Business We are a technology and manufacturing-driven company that aggregates, via the Internet, large volumes of individually small, customized orders for a broad spectrum of print...

  • Page 59
    ... lives of the assets. Software and Web Site Development Costs We capitalize eligible salaries and payroll-related costs of employees who devote time to the development of websites and internal-use computer software. Capitalization begins when the preliminary project stage is complete, management...

  • Page 60
    ... year of the reporting date. Assets held for sale are reported at the lower of cost or fair value less costs to sell. We did not have any assets held for sale at June 30, 2014 or 2013. No impairment charges were recorded for the fiscal years ended June 30, 2014, 2013 or 2012. Business Combinations...

  • Page 61
    ... terms of the respective financing arrangement using the effective interest method, or on a straight-line basis through the maturity date for our revolving credit facility. During the years ended June 30, 2014 and 2013, we capitalized debt issuance costs related to our credit facility arrangements...

  • Page 62
    ... primarily from the sale and shipping of customized manufactured products, as well as providing digital services, website design and hosting, email marketing services, order referral fees and other third party offerings. We recognize revenue arising from sales of products and services when it is...

  • Page 63
    ...selling prices. Shipping, handling and processing costs billed to customers are included in revenue and the related costs are included in cost of revenue at the time of shipment or rendering of service. Sales and purchases in jurisdictions which are subject to indirect taxes, such as value added tax...

  • Page 64
    ... stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Year Ended June 30, 2014 2013 2012 Weighted average shares outstanding...

  • Page 65
    ... (1) On February 28, 2014, we purchased shares in our publicly traded Japanese joint venture partner. Refer to Note 16 for further discussion of the separate joint business arrangement. We did not have any outstanding available-for-sale securities for the year ended June 30, 2013. We use a three...

  • Page 66
    ... exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements...

  • Page 67
    ... following table represents the changes in fair value of Level 3 contingent consideration: People & Print Group earn-out consideration Pixartprinting earn-out consideration Total earn-out consideration Form 10-K Balance at June 30, 2013 ...$ Fair value at acquisition date ...Fair value adjustment...

  • Page 68
    ... as of June 30, 2014 ...Contracts with a future start date ...Total ... $ $ 240,000 105,000 345,000 Hedges of Currency Risk We execute currency forward contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. We use currency...

  • Page 69
    ..., 2014 and 2013: June 30, 2014 Asset Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in consolidated balance sheet Balance Sheet line item Liability Derivatives Gross amounts of recognized liabilities Gross amount offset in consolidated balance sheet Form...

  • Page 70
    ... Loss to Net Income Gain/(Loss) Year Ended June 30, In thousands 2014 2013 Affected line item in the Statement of Operations Currency contracts that hedge revenue ...Currency contracts that hedge cost of revenue . . Currency contracts that hedge technology and development expense ...Currency...

  • Page 71
    ...) by component, net of tax of $218, for the years ended June 30, 2014 and June 30, 2013: Gains (Losses) on Cash Flow Hedges Gains (losses) on available for sale securities Losses on pension benefit obligation Currency translation adjustments Total Form 10-K Balance as of June 30, 2012 ...$ Other...

  • Page 72
    ... outstanding shares of People & Print Group B.V., an online Dutch printing company focused primarily on the Dutch and Belgian markets. At the closing, we paid â,¬20,545 ($28,300 based on the exchange rate as of the date of acquisition) in cash, subject to working capital and other adjustments, and...

  • Page 73
    ... exchange rate as of the date of acquisition) in cash on or after December 31, 2014 based upon the acquired business achieving certain revenue and EBITDA targets for calendar year 2014. The estimated fair value of the earn-out payment of $4,953 was included as a component of the purchase price based...

  • Page 74
    ... for the pro rata impact of the Pixartprinting earnings or loss, as well as adjustments to increase the balance to the redemption value, if necessary. CEO Retained Equity We entered into a Put and Call Option Agreement with Mr. Tenderini with respect to the CEO Retained Equity which will take effect...

  • Page 75
    ... on the exchange rate as of the date of acquisition) in cash on or after December 31, 2012 based upon the acquired business achieving revenue and earnings targets for calendar year 2012. The estimated fair value of the earn-out payment of $583 was included as a component of the purchase price based...

  • Page 76
    ... approach to value the trade names, customer relationships and customer network and a replacement cost approach to value developed technology. The income approach calculates fair value by discounting the forecasted after-tax cash flows back to a present value using an appropriate discount rate. The...

  • Page 77
    Acquired Intangible Assets June 30, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount June 30, 2013 Accumulated Amortization Net Carrying Amount Form 10-K Trade Name ...$ 32,092 Developed Technology ...27,205 Customer Relationships ...77,774 4,876 ...

  • Page 78
    ... Supervisory Board authorized the purchase of up to 6,500,000 of our ordinary shares, of which 5,532,126 shares remain available for purchase under this program as of June 30, 2014. During the years ended June 30, 2014 and 2013, we purchased 1,044,136 and 1,850,746 of our ordinary shares for a cost...

  • Page 79
    ... service period. Weighted-average values used for option grants in fiscal 2014, 2013 and 2012 were as follows: Year Ended June 30, 2014 2013 2012 Form 10-K Risk-free interest rate ...Expected dividend yield ...Expected term (years) ...Expected volatility ...Weighted average fair value of options...

  • Page 80
    ... value in the table above represents the total pre-tax amount, net of exercise price, which would have been received if all option holders exercised in-the-money options on June 30, 2014. The total intrinsic value of options exercised during the fiscal years ended June 30, 2014, 2013 and 2012...

  • Page 81
    ... capitalized as part of software and website development costs were $254, $130 and $101 for the years ended June 30, 2014, 2013 and 2012, respectively. As of June 30, 2014, there was $40,443 of total unrecognized compensation cost related to non-vested, share-based compensation arrangements, net...

  • Page 82
    ... tax rate: Year Ended June 30, 2014 2013 2012 U.S. federal statutory income tax rate ...State taxes, net of federal effect ...Tax rate differential on non-U.S. earnings...Compensation related items ...Increase in valuation allowance ...Tax benefit from Canadian tax currency election ...Net tax...

  • Page 83
    ...consist of the following at June 30, 2014 and 2013: Year Ended June 30, Form 10-K 2014 2013 Deferred tax assets: Net operating loss carryforwards ...$ Depreciation and amortization ...Accrued expenses ...Share-based compensation ...Credit and other carryforwards ...Other ...Subtotal ...Valuation...

  • Page 84
    ...We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2007 through 2013 remain open for examination by the United States Internal Revenue Service ("IRS") and the years 2006 through 2013 remain open for...

  • Page 85
    ... fourth quarter of fiscal 2014, we disposed of our investment in Namex Limited and its related companies, as discussions with management identified different visions in the execution of the long-term strategic direction of the business. We sold all of our Namex shares to Namex's majority shareholder...

  • Page 86
    ... reporting, the cost of our North America and Europe legal, human resource, and facilities management functions are not allocated to the reporting segments and instead reported and disclosed under the caption "Corporate and global functions," which includes expenses related to corporate support...

  • Page 87
    ...803 99,059 5,145 (214,833) 55,174 The following tables set forth revenues by geographic area and groups of similar products and services: Year Ended June 30, 2014 2013 2012 United States ...$ 653,216 Non-United States (1) ...617,020 Total revenue ...$ 1,270,236 606,246 561,232 $ 1,167,478 $ 515...

  • Page 88
    The following tables set forth long-lived assets by geographic area: June 30, 2014 June 30, 2013 Long-lived assets (3): Netherlands ...$ Canada ...United States ...Australia ...Switzerland ...Jamaica ...Italy ...Bermuda ...India ...Other ...Total ...$ _____ 106,918 100,369 49,037 35,367 31,201 25,...

  • Page 89
    ... and facility termination costs. In the fourth quarter we executed a focused workforce reduction that impacted our North America, Europe and Corporate and global function segments. The following table summarizes the total restructuring costs incurred during the year ended June 30, 2014. There...

  • Page 90
    ...of the outstanding shares of Fotoknudsen AS, a Norwegian consumer photo product company. At closing we paid â,¬14,045 in cash ($19,224 based on the exchange rate as of the date of acquisition), subject to working capital and other adjustments. We utilized proceeds from our credit facility to finance...

  • Page 91
    ..., processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or...

  • Page 92
    ... and $3.5 million of revenues and net income attributable to Vistaprint, respectively, for the year then ended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2014. In making this assessment, our management used the criteria set forth in the...

  • Page 93
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vistaprint N.V. as of June 30, 2014 and 2013 and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the...

  • Page 94
    ...our code of business conduct and ethics that applies to our principal executive, financial or accounting officers, or persons performing similar functions, we will post information about such amendment or waiver on our website at www.vistaprint.com. Item 11. Executive Compensation The information...

  • Page 95
    ... Financial Statements on page 46 of this Report. (b) List of Exhibits. See the Exhibit Index attached to this Report. (c) Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying...

  • Page 96
    ... 15, 2014 Vistaprint N.V. By: /s/ Robert S. Keane Robert S. Keane Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated...

  • Page 97
    ... for Supervisory Board members under our 2011 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013 2011 Inducement Share Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on...

  • Page 98
    ... quarter ended September 30, 2013 Memorandum clarifying relative precedence of agreements between Vistaprint N.V. and Robert S. Keane dated May 6, 2010 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 Employment Agreement between Vistaprint USA...

  • Page 99
    ...Current Report on Form 8-K filed with the SEC on November 19, 2009 Subsidiaries of Vistaprint N.V. Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer...

  • Page 100

  • Page 101
    Proxy Statement Vistaprint NOTICE AND PROXY STATEMENT 2014

  • Page 102

  • Page 103
    ...November 12, 2014 at 7:00 p.m. Central European Time at the offices of Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING: (1) Reappoint Richard T. Riley to our Supervisory Board to serve for a term of four years ending on the date of our...

  • Page 104
    ... the close of business on October 15, 2014 are entitled to vote at the annual general meeting. Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, please complete, sign, date, and promptly return the enclosed proxy card in the envelope...

  • Page 105
    ..., printing, and downloading at http:// proxy.ir.vistaprint.com. We will furnish without charge a copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, as filed with the United States Securities and Exchange Commission, or SEC, to any shareholder who...

  • Page 106
    ... signing another proxy card with a later date and delivering the new proxy card to our Chief Legal Officer at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than 4:00 p.m. Eastern Standard Time on the last business day before...

  • Page 107
    ... you wish to attend our annual meeting in Venlo, the Netherlands in person, please send our Chief Legal Officer written notice at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than November 7, 2014. If you need directions to...

  • Page 108
    ...a Current Report on Form 8K that we will file with the SEC. How and when may I submit a shareholder proposal, including a shareholder nomination for supervisory director, for the 2015 annual general meeting? Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange...

  • Page 109
    ... and annual report to shareholders may be sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: Investor Relations, Vistaprint, 95 Hayden Avenue, Lexington, MA 02421, USA...

  • Page 110
    ... to, our Supervisory Board; • our named executive officers who are listed in the Summary Compensation Table in this proxy statement; and • all of our supervisory directors and executive officers as a group. Name and Address of Beneficial Owner(1) Number of Ordinary Shares Beneficially Owned...

  • Page 111
    ...executive officer listed is c/o Vistaprint, Hudsonweg 8, 5928 LW Venlo, the Netherlands. For each person or entity in the table above, the "Number of Shares Beneficially Owned" column may include ordinary shares attributable to the person or entity because of that holder's voting or investment power...

  • Page 112
    ... equity securities. SEC regulations also require these reporting persons to furnish us with copies of all such reports that they file. Due to an administrative error by Vistaprint and Robert Keane's brokerage firm, Mr. Keane failed to report two sales of Vistaprint shares in August 2013 pursuant...

  • Page 113
    ...relevant to Vistaprint. The Management Board is accountable to the Supervisory Board and to our shareholders. Our Management Board currently consists of four members who serve as managing directors for four-year terms The term of Robert S. Keane, our President, Chief Executive Officer, and Chairman...

  • Page 114
    ... long-term incentive compensation of our executive officers in fiscal 2012 to emphasize premium-priced share options with an exercise price of $50.00 per share, which was significantly higher than the fair market value of our ordinary shares on the grant dates. In addition, Robert Keane, our Chief...

  • Page 115
    ... Annual Accounts are adopted. You can access a copy of the Annual Accounts through our website at http://proxy.ir.vistaprint.com or by sending a written request to: Investor Relations c/o Vistaprint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 USA Our Management Board and Supervisory Board...

  • Page 116
    ... to have the flexibility to make repurchases if we believe doing so would be in the best interests of Vistaprint and our shareholders. Our Supervisory Board and Management Board will analyze many factors relating to a repurchase decision, including share price relative to our anticipated future...

  • Page 117
    ... working at Stibbe, our Dutch law firm, to have the notarial deed executed. If our shareholders approve this proposal, then we will also change our NASDAQ stock ticker symbol to CMPR, and the corporate website of Vistaprint N.V., including our investor relations site, will move to www.cimpress.com...

  • Page 118
    ... public accounting firm for the fiscal years ended June 30, 2014 and June 30, 2013. The amounts reported for each fiscal year represent the fees and expenses for services rendered during the applicable fiscal year, regardless of when the fees and expenses were billed. Fiscal 2014 Fiscal 2013...

  • Page 119
    ... a publicly traded corporation and provider of tracking and recovery systems, during the period from 2005 until 2013, including Chairman of the Board of Directors from November 2006 to May 2012; Chief Executive Officer from November 2006 to February 2008 and again from May 2010 to November 2011; and...

  • Page 120
    ... Head of Strategy and New Business Development for Capital One Financial Corporation, a company specializing in consumer lending. Mr. Overholser brings to the Supervisory Board his extensive experience of leading companies through periods of hyper-growth, as both a board member and an executive. 16

  • Page 121
    ..., as a fifth member of our Management Board at this annual meeting. Mr. Jacobs is not an executive officer of Vistaprint. All members of our Management Board serve for four-year terms. ROBERT S. KEANE, President, Chief Executive Officer, and Chairman of the Management Board Mr. Keane, age 51, has...

  • Page 122
    ..., non-employee supervisory director, and the Chairman of our Management Board is Mr. Keane, who is also our Chief Executive Officer and President. Governance Guidelines We believe that good corporate governance is important to ensure that Vistaprint is managed for the long-term benefit of our...

  • Page 123
    Investor Relations c/o Vistaprint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 USA Email: [email protected] In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Vistaprint. The Dutch Code emphasizes the principles of integrity, transparency, and accountability as the...

  • Page 124
    ...at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Chief Legal Officer, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421 USA. If appropriate biographical and background material has been provided on a timely basis, the...

  • Page 125
    ...of our Chief Executive Officer and our other executive officers; • overseeing and administering our cash and equity incentive plans; • reviewing and making recommendations to the Supervisory Board with respect to supervisory director compensation; • reviewing and discussing with management the...

  • Page 126
    ... is or was a Vistaprint executive officer or member of our Management Board or Supervisory Board at any time since the beginning of our most recently completed fiscal year, the beneficial holder of more than 5% of any class of our voting securities, or an immediate family member of anyone described...

  • Page 127
    ... which Vistaprint may receive repetitive or duplicative communications. Shareholders who wish to send communications on any topic to our Supervisory Board should address such communications to: Supervisory Board c/o Corporate Secretary Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands Proxy...

  • Page 128
    ... fiscal 2014, our Chief Executive Officer had 92% of his total compensation at risk through our cash and equity incentive programs, including an annualized portion of his multi-year, premium-priced share options. Our annual and long-term cash incentive programs are dependent on Vistaprint's revenue...

  • Page 129
    ...which was significantly higher than the closing price of Vistaprint's ordinary shares on NASDAQ on the grant dates. • Robert Keane, our Chief Executive Officer, has an additional share price hurdle before he can realize any returns from his premium-priced options, which is that, in addition to the...

  • Page 130
    ... long-term cash incentives, share options, and restricted share units, which reward executives based on Vistaprint's achievement of longer term financial objectives and the creation of value for our shareholders as reflected in our share price Standard health and welfare benefits that are applicable...

  • Page 131
    ... these annual incentives, the Compensation Committee defines "constant currency revenue" as consolidated net revenue for Vistaprint and its subsidiaries for the fiscal year, adjusted to use the same currency exchange rates as set forth in Vistaprint's budget for the fiscal year. "Earnings per share...

  • Page 132
    ... multiple-year period only if the executive continues to be employed by us on each vest date. As part of the Compensation Committee's redesign of our long-term executive compensation program in fiscal 2012, which involved the grant to our executive officers of multi-year, premium-priced share option...

  • Page 133
    ... to manage the number of shares available under our equity compensation plans, and balance the focus on share price appreciation created through equity awards with cash awards based on the achievement of financial metrics that drive long-term company and shareholder value creation. Long-term cash...

  • Page 134
    ...to our minority investment in Namex Limited, as well as the write down of that investment in fiscal 2014; (3) $0.10 of share-based compensation expense relating to the premium-priced share options granted to our executives and management team; (4) $0.05 of costs related to our joint venture in Japan...

  • Page 135
    ..., however, from time to time enter into arrangements with some of our named executive officers to reimburse them for living and relocation expenses relating to their work outside of their home countries. You can find more information about these arrangements in the Summary Compensation Table of this...

  • Page 136
    ...The following table sets forth information on the potential payments to named executive officers upon their termination or a change in control of Vistaprint, assuming that a termination or change in control took place on June 30, 2014. Name Cash Payment ($)(1) Accelerated Vesting of Share Options...

  • Page 137
    ... price of our ordinary shares on NASDAQ on June 30, 2014, the last trading day of our fiscal year 2014. Amounts reported in this column represent the estimated cost of providing employment related benefits (such as insurance for medical, dental, and vision) during the period the named executive...

  • Page 138
    ...options, with a value, based on the two-year trailing average of the closing prices of Vistaprint's ordinary shares on NASDAQ, 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...

  • Page 139
    ... ($) Share Awards ($)(1) Option Awards ($)(1) Non-Equity Incentive Plan Compensation ($)(2) All Other Compensation ($) Total ($) Robert S. Keane(3) ...President and Chief Executive Officer Katryn S. Blake ...President, Vistaprint Business Unit Donald R. Nelson ...President, Mass Customization...

  • Page 140
    ... required by SEC rules, the value of the fiscal 2013 portion of the option set forth in the table above is as of August 1, 2012, the grant date of the second portion. Our Supervisory Board has passed resolutions that, until fiscal 2016 at the earliest, Vistaprint shall not grant any additional long...

  • Page 141
    ... date fair value for each executive officer's share-based awards computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year...

  • Page 142
    ... Awards Number Market of Shares Value of or Share Shares or Units Share That Units That Have Not Have Not Vested Vested (2)(#) (3)($) Name Number of Securities Underlying Unexercised Options (#) Exercisable (#) Unexercisable Option Exercise Price (1)($) Option Expiration Date Robert S. Keane...

  • Page 143
    ... price equal to the fair market value of our ordinary shares on the date of grant and becomes exercisable, so long as the named executive officer continues to be employed with us, as to 25% of the shares subject to the option after one year and 6.25% per quarter thereafter. Except as set forth...

  • Page 144
    ...our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. All share options referenced in this table were granted with an exercise price equal to the closing price of our ordinary shares on NASDAQ on the date of grant. Mr. Page resigned as a director in November 2013. (2) Outstanding...

  • Page 145
    ... 1,919 2,443 2,241 1,587 296 - - - - - - 449 1,588 1,480 4.11 33.24 46.18 15.94 54.46 40.99 35.77 30.30 54.08 2/1/2015 11/14/2016 11/2/2017 11/7/2018 11/17/2019 11/12/2020 11/3/2021 11/8/2022 11/7/2023 3,852 155,852 Mark T. Thomas ... 5,758...

  • Page 146
    ...Directors' Share Option Plan, as amended, with an exercise price equal to the fair market value of our ordinary shares on the date of grant. The supervisory directors' options vest at a rate of 8.33% per quarter over a period of three years from the date of grant, so long as the supervisory director...

  • Page 147
    ... a rate of 12.5% per quarter over a period of two years from the date of grant, so long as the supervisory director continues to serve as a director on each such vesting date. For the purposes of determining the number of share options and restricted share units to be granted, we use the fair value...

  • Page 148

  • Page 149
    ... 2007 2008 2009 2010 2011 2012 2013 2014 Net cash provided by operating activities Purchase of property, plant, and equipment Purchases of intangible assets not related to acquisitions Capitalization of software and website development costs Free Cash Flow Weighted average shares used in computing...

  • Page 150

  • Page 151
    ... Trust Company, N.A. 250 Royall Street Canton, MA 02021 USA Phone: +1-800-962-4284 Financial Information To request financial documents such as our 10-K for the fiscal year ended June 30, 2014, as filed with the Securities and Exchange Commission, please visit ir.vistaprint.com, call our investor...

  • Page 152
    Vistaprint N.V. | Hudsonweg 8 | 5928 LW Venlo | The Netherlands