Vistaprint 2015 Annual Report Download - page 115

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• signing another proxy card with a later date and delivering the new proxy card to our Chief Legal Officer at the
offices of our subsidiary Cimpress USA Incorporated, 275 Wyman Street, Waltham, MA 02451 USA no later
than 4:00 p.m. Eastern Standard Time on the last business day before the meeting;
• 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.
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 Cimpress USA Incorporated, 275 Wyman Street, Waltham, MA 02451
USA no later than November 12, 2015. If you need directions to the meeting, please call Investor Relations at +1
781-652-6480.
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 through 3 (appointments of members of our Supervisory Board and Management Board): In
accordance with our articles of association, our Supervisory Board adopted unanimous resolutions to make
binding nominations of the candidates for Supervisory Board and Management Board. Our shareholders may
set aside any 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 4 (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.
• Proposal 10 (authority to exclude or restrict pre-emptive rights): This proposal requires the approval of a
majority of votes cast at a meeting at which a quorum is present, unless less than half of our issued capital is
present or represented at the meeting, in which case this proposal requires a vote of at least two thirds of the
votes cast.
• Proposals 5 through 9 and 11: 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
Proxy Statement