Vistaprint 2014 Annual Report Download - page 107

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• delivering to our Chief Legal Officer written notice no later than 4:00 p.m. Eastern Standard Time on the last
business day before the meeting that you want to revoke your proxy; or
• voting in person at the meeting.
If your shares are held in street name by a bank or brokerage firm and you wish to revoke or change your voting
instructions, then you must follow the directions you receive from your bank or brokerage firm.
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. If you hold your shares in street
name, then you must follow the instructions below under “How do I attend the meeting and vote in person?” if you wish
to attend the meeting or vote in person.
How do I attend the meeting and vote in person?
If 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 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 bank or brokerage firm, then
you must provide the written notice referenced above and also bring with you to the meeting an account statement
or letter from your bank or brokerage firm 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:
• Proposals 1 and 2 (appointments of a supervisory director and a managing director): In accordance with our
articles of association, our Supervisory Board adopted unanimous resolutions to make binding nominations of
the candidates for supervisory director and managing director. Our shareholders may set aside either or both of
these binding nominations only by a vote of at least two thirds of the votes cast at a meeting representing more
than half of our share capital.
• Proposal 3 (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.
• Proposals 4 through 9: These proposals require the approval of a majority of votes cast at a meeting at which a
quorum is present.
For all proposals, Dutch law and our articles of association provide that ordinary shares represented at the meeting
and 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. “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.
Proxy Statement