Vistaprint 2014 Annual Report Download - page 113

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PROPOSAL 1 - REAPPOINT RICHARD T. RILEY TO OUR SUPERVISORY BOARD
The seven members of our Supervisory Board serve for rotating four-year terms:
• Richard T. Riley's term expires at this 2014 annual general meeting, and we are asking our shareholders to
reappoint him.
• The terms of Peter Gyenes and Eric C. Olsen expire at our 2015 annual general meeting.
• The terms of Paolo De Cesare and Mark T. Thomas expire at our 2016 annual general meeting.
• The terms of John J. Gavin, Jr. and George M. Overholser expire at our 2017 annual general meeting.
None of the members of our Supervisory Board is an employee of Vistaprint.
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding nominations
for open positions on the Supervisory Board. In accordance with the recommendation of the Nominating and Corporate
Governance Committee of the Supervisory Board and pursuant to the invitation of our Management Board, the
Supervisory Board has adopted a unanimous resolution to make a binding nomination of Richard T. Riley to serve as
a supervisory director for a term of four years ending on the date of our annual general meeting of shareholders in
2018. The Supervisory Board recommends that shareholders vote for the reappointment of Mr. Riley because of his
extensive experience leading companies as a chief executive officer and board member. Mr. Riley also serves on the
Audit Committee and Nominating and Corporate Governance Committee of the Supervisory Board.
The persons named in the enclosed proxy card will vote to reappoint Mr. Riley as a member of our Supervisory
Board, unless you withhold authority to vote for his reappointment by marking the proxy card to that effect. Mr. Riley
has indicated his willingness to serve if appointed. You can find more information about Mr. Riley and the other members
of our Supervisory Board in the section of this proxy statement entitled “INFORMATION ABOUT OUR SUPERVISORY
DIRECTORS AND EXECUTIVE OFFICERS.”
The Management Board and Supervisory Board recommend that you vote FOR the reappointment of Mr.
Riley as a member of our Supervisory Board.
PROPOSAL 2 - APPOINT WILHELM G.A. JACOBS TO OUR MANAGEMENT BOARD
As a Dutch company, we have a two-tiered board structure consisting of a Supervisory Board, composed of our
independent, non-employee supervisory directors, and a Management Board, composed of members of our senior
management team. The principal responsibility of the members of the Management Board is to manage Vistaprint,
which means, among other things, that it is responsible for implementing Vistaprint’s aims and strategy, managing
Vistaprint’s associated risk profile, operating Vistaprint’s business on a day-to-day basis, and addressing corporate
social responsibility issues that are 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 of the Management Board,
expires at our 2017 annual general meeting.
• The term of Katryn S. Blake, our Executive Vice President and President, Vistaprint Business Unit, expires at
our 2015 annual general meeting.
• The term of Donald R. Nelson, our Executive Vice President and President, Mass Customization Platform,
expires at our 2015 annual general meeting.
• The term of Ernst J. Teunissen, our Executive Vice President and Chief Financial Officer, expires at our 2015
annual general meeting.
We are asking our shareholders to appoint Wilhelm G.A. Jacobs as a member of our Management Board. The
Supervisory Board recommends that shareholders vote for the appointment of Mr. Jacobs because of his extensive
executive experience in manufacturing, supply chain and engineering leadership roles, and because of his central role
in building our common operational platform.
Proxy Statement