Vistaprint 2014 Annual Report Download - page 115

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officers' payouts under their annual cash incentive awards for fiscal 2014 because the Committee believed that
Vistaprint's 2014 performance did not support the higher payout percentage as calculated in accordance with
the 2014 award agreements.
• 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.
As required by Dutch law, we have a shareholder-approved Remuneration Policy that applies to our Management
Board members, which you can find on the Corporate Governance page in the Investor Relations section of
www.vistaprint.com, and the compensation of our named executive officers is in accordance with the Remuneration
Policy. This agenda item provides, pursuant to Section 2:135(5a) of the Dutch Civil Code, for a discussion regarding
the implementation of the remuneration policy for the Management Board. The discussion takes place on the basis of
the information referred to in Section 2:383c up to and including Section 2:383e of the Dutch Civil Code, as included
in the explanatory notes to the financial statements included in our Dutch statutory annual accounts for the fiscal year
ended June 30, 2014. 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 compensation on
an annual basis. Therefore, we intend to put forth at each annual general meeting of shareholders an advisory 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.
PROPOSAL 4 - ADOPT OUR ANNUAL ACCOUNTS
At the annual meeting, we are asking you to confirm and adopt our Dutch statutory annual accounts, or Annual
Accounts, for the fiscal year ended June 30, 2014, which are our audited consolidated financial statements prepared
in accordance with Dutch law. As a Dutch company, we are required by Dutch law and our articles of association to
prepare the Annual Accounts and submit them to our shareholders for confirmation and adoption. Our Annual Accounts
are different from our audited financial statements contained in our Annual Report on Form 10-K for the year ended
June 30, 2014 that were prepared in accordance with United States generally accepted accounting principles, or
U.S. GAAP, as required by United States law and NASDAQ listing standards for companies with securities listed on
U.S. stock markets.
The Annual Accounts contain some disclosures that are not required under U.S. GAAP. In addition, the report of
our Management Board that accompanies the Annual Accounts contains information included in this proxy statement
and our Annual Report on Form 10-K, as well as other information required by Dutch law.
It is important that our shareholders adopt our Annual Accounts because it is a Dutch law requirement and also
because we are not permitted under Dutch law to take certain corporate actions unless our 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 recommend that you vote FOR the confirmation and
adoption of the Annual Accounts.
Proxy Statement