Vistaprint 2014 Annual Report Download - page 147

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43
vest at 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 of each share option and restricted share unit using a generally accepted equity pricing valuation methodology,
such as the Black-Scholes model or binomial method for share options, with such modifications as it may deem
appropriate to reflect the fair market value of the equity awards. In fiscal 2014, we used the Black-Scholes model to
determine fair market value of share options.
Compensation Committee Interlocks and Insider Participation
During fiscal 2014, Messrs. Gyenes, Olsen, Overholser, Thomas, and Page served at various times as members
of our Compensation Committee. During fiscal 2014, no member of our Compensation Committee was an officer or
employee of Vistaprint or of our subsidiaries or had any relationship with us requiring disclosure under SEC rules.
During fiscal 2014, none of our executive officers served as a member of the board of directors or compensation
committee (or other committee serving an equivalent function) of any entity that had one or more executive officers
serving as a member of our Supervisory Board or Compensation Committee.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of June 30, 2014 about the securities issued or authorized for future
issuance under our equity compensation plans.
Equity Compensation Plan Information
Plan Category
(a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
(b)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a)
Equity compensation plans approved by shareholders(1) 3,959,353 $38.43 2,752,919(2)
Equity compensation plans not approved by
shareholders .................................................................... —— —
Total ................................................................................. 3,959,353 $38.43 2,752,919(2)
_____________
(1) Consists of our Amended and Restated 2000-2002 Share Incentive Plan, Amended and Restated 2005 Equity Incentive
Plan, 2005 Non-Employee Directors’ Share Option Plan, and 2011 Equity Incentive Plan. This column does not include an
aggregate of 837,131 shares underlying restricted share units that were unvested as of June 30, 2014.
(2) Includes 2,679,921 shares available for future awards under our 2011 Equity Incentive Plan and 72,998 shares available
for future awards under our 2005 Non-Employee Directors’ Share Option Plan, as amended. No shares are available for
future award under our Amended and Restated 2005 Equity Incentive Plan or Amended and Restated 2000-2002 Share
Incentive Plan.
Proxy Statement