Vistaprint 2015 Annual Report Download - page 116

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street name by a bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to
vote on a particular matter.
How will votes be counted?
Each ordinary share will be counted as one vote according to the instructions contained on a properly completed
proxy or on a ballot voted in person at the annual meeting. Shares will not be voted in favor of a proposal if either
the shareholder abstains from voting on a particular matter, or the shares are broker non-votes.
Who will count the votes?
Computershare Trust Company, Inc., our transfer agent, will count, tabulate, and certify the votes.
How do the Management Board and Supervisory Board recommend that I vote on the proposals?
The Management Board and Supervisory Board recommend that you vote FOR all of the proposals listed in the
Notice of Annual General Meeting of Shareholders on the first two pages of this proxy statement.
Will any other business be conducted at the meeting or will other matters be voted on?
Our Management Board and Supervisory Board do not know of any other matters that may come before the
meeting. If any other matter properly comes before the meeting, then, to the extent permitted by applicable law, the
persons named in the proxy card that accompanies this proxy statement may exercise their judgment in deciding
how to vote, or otherwise act, at the meeting with respect to that matter or proposal.
Where can I find the voting results?
Within four business days after the annual meeting, we will report the voting results on a Current Report on
Form 8-K that we will file with the SEC.
How and when may I submit a shareholder proposal, including a shareholder nomination for a Supervisory
Board position, for the 2016 annual general meeting?
Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange, both U.S. and
Dutch rules and timeframes apply if you wish to submit a candidate to be considered for election to our Supervisory
Board at our 2016 annual general meeting or if you wish to submit another kind of proposal for consideration by
shareholders at our 2016 annual general meeting.
Under our articles of association, if you are interested in submitting a proposal, you must fulfill the requirements
set forth in our articles of association, including satisfying both of the following criteria:
• We must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no later
than 60 days before the 2016 annual general meeting, and
• The number of ordinary shares you hold must equal at least 3% of our issued share capital.
Under our articles of association, shareholders do not have the right to nominate or appoint their own candidates
for positions on our Supervisory Board directly, but if you submit information about a potential candidate for the
Supervisory Board to our Nominating and Corporate Governance Committee, as described in the section of this
proxy statement entitled “Supervisory Board Nomination Process,” then our Nominating and Corporate Governance
Committee will consider whether he or she is appropriate for nomination to our Supervisory Board.
Under U.S. securities laws, if you wish to have a proposal included in our proxy statement for the 2016 annual
general meeting, then in addition to the above requirements, you also need to follow the procedures outlined in
Rule 14a-8 of the Exchange Act, and the deadline for submitting your proposal to us is earlier than the deadline
specified above: For your proposal to be eligible for inclusion in our 2016 proxy statement, we must receive your
proposal at our registered offices in Venlo, the Netherlands as set forth below no later than June 29, 2016.