Vistaprint 2014 Annual Report Download - page 117

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the shares while taking into account our debt covenants and other uses for our cash or debt capacity, general
shareholder concentration, and liquidity concerns, as well as other items.
If our shareholders do not approve this proposal, then we intend to continue to make share repurchases, if any,
under the previous authorization that our shareholders approved at our November 7, 2013 annual general meeting,
which will expire on May 7, 2015. If our shareholders do approve this proposal, then the repurchase authorization
described in this proposal will replace the November 2013 repurchase authorization, and we will make any future
share repurchases pursuant to this new authorization.
Our Management Board and Supervisory Board recommend that you vote FOR the authorization of the
Management Board and Supervisory Board to repurchase our issued and outstanding ordinary shares as
described above.
PROPOSAL 8 - CHANGE OUR COMPANY NAME TO CIMPRESS N.V.
Our Management Board proposes to amend our articles of association to change our company name from
Vistaprint N.V. to Cimpress N.V., and our Supervisory Board has approved this proposal in accordance with our
articles of association. Although Vistaprint currently remains our largest and most important brand for micro
business marketing products and services, in recent years we have acquired several other brands that serve the
needs of various market segments, and there has been increasing divergence between Vistaprint the brand and
customer value proposition and Vistaprint the corporation. We believe that our capabilities in mass customization
constitute a key competitive advantage, relevant across our multiple brands. We define “mass customization” as
producing, with the reliability, quality, and affordability of mass production, small individual orders where each one
embodies the personal relevance inherent to customized physical products. We are seeking to change our
corporate name to Cimpress N.V. to reflect and help articulate our strategy and ambition to build the world’s leading
mass customization platform that we market via multiple, differentiated brands, including our current and future
acquired brands and the Vistaprint brand.
If our shareholders approve this proposal, then the amendment to our articles of association will be effected by
the execution of a notarial deed of amendment to the articles of association by a Dutch civil-law notary shortly after
the annual meeting. By voting in favor of this proposal, our shareholders designate each member of our
Management Board and each civil-law notary, junior civil-law notary, notarial assistant, and each lawyer 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. We will continue to use our existing URLs for our
customer facing brands, including the Vistaprint brand.
Our Management Board and Supervisory Board recommend that you vote FOR the amendment to our
articles of association to change our name to Cimpress N.V.
PROPOSAL 9 - APPOINT OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, as our independent registered public
accounting firm for the fiscal year ending June 30, 2015 with respect to our financial statements prepared in accordance
with U.S. generally accepted accounting principles, and we are asking our shareholders to appoint PwC as the statutory
auditor of Vistaprint N.V. in the Netherlands. We do not expect that PwC or Ernst & Young LLP, our independent
registered public accounting firm for fiscal 2014, will attend the annual meeting or be available to answer questions.
We believe it is good practice to review our selection of auditors from time to time, and during the summer of 2014,
we engaged in a rigorous request for proposal process with the participation of several auditing firms, including PwC
and our previous independent registered public accounting firm, Ernst & Young. Upon reviewing the proposals we
received in this process, our Audit Committee selected PwC based on a number of criteria, including PwC's expertise
in complex technical accounting areas that relate to our business, as well as competitive fees, and dismissed Ernst &
Young. The reports of Ernst & Young as of and for our consolidated financial statements for the years ended June 30,
2014 and 2013 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the years ended June 30, 2014 and 2013, and through
August 15, 2014, there were no (a) disagreements with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Ernst
Proxy Statement