Vistaprint 2015 Annual Report Download - page 121

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PROPOSAL 1 - REAPPOINT ERIC C. OLSEN TO OUR SUPERVISORY BOARD
The eight current members of our Supervisory Board serve for rotating terms of up to four years:
• The terms of Peter Gyenes and Eric C. Olsen expire at this 2015 annual general meeting, and we are
asking our shareholders to reappoint Mr. Olsen.
• The terms of Paolo De Cesare and Mark T. Thomas expire at our 2016 annual general meeting.
• The term of John J. Gavin, Jr. expires at our 2017 annual general meeting.
• The terms of Richard T. Riley and Scott Vassalluzzo expire at our 2018 annual general meeting.
• The term of Nadia Shouraboura expires at our 2019 annual general meeting.
None of the members of our Supervisory Board is an employee of Cimpress.
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding
nominations for open positions on the Supervisory Board. In accordance with the recommendation of the
Nominating and Corporate Governance Committee of the Supervisory Board and pursuant to the invitation of our
Management Board, the Supervisory Board has adopted unanimous resolutions to make a binding nomination of
Eric C. Olsen to serve as a Supervisory Board member for a term of four years ending on the date of our annual
general meeting of shareholders in 2019.
The Supervisory Board recommends that shareholders vote for the reappointment of Mr. Olsen because of his
varied executive experience in international business, including his recent appointment as Chief Executive Officer of
LafargeHolcim, his strong background in executive talent development and executive compensation, and his
expertise in finance within an international business context. Mr. Olsen serves on the Compensation Committee of
the Supervisory Board.
The persons named in the enclosed proxy card will vote to reappoint Mr. Olsen as a member of our Supervisory
Board unless you withhold authority to vote for the reappointment by marking the proxy card to that effect. Mr.
Olsen has indicated his willingness to serve if appointed. You can find more information about Mr. Olsen and the
other members of our Supervisory Board in the section of this proxy statement entitled “INFORMATION ABOUT
OUR SUPERVISORY BOARD MEMBERS AND EXECUTIVE OFFICERS.”
The Management Board and Supervisory Board recommend that you vote FOR the reappointment of Mr.
Olsen as a member of our Supervisory Board.
PROPOSALS 2 AND 3 - REAPPOINT TWO MEMBERS OF OUR MANAGEMENT BOARD
As a Dutch company, we have a two-tiered board structure consisting of a Supervisory Board, composed of
independent, non-employee directors, and a Management Board, composed of members of our senior
management team. The principal responsibility of the Management Board is to manage Cimpress, which means,
among other things, that it is responsible for implementing Cimpress' goals and strategy, managing Cimpress'
associated risk profile, operating Cimpress' business on a day-to-day basis, and addressing corporate social
responsibility issues that are relevant to Cimpress. The Management Board is accountable to the Supervisory
Board and to our shareholders.
Our Management Board consists of five members of our senior management team who serve on the
Management Board for four-year terms:
• The term of Robert S. Keane, our President, Chief Executive Officer, and Chairman of the Management
Board, expires at our 2017 annual general meeting.
• The terms of the following members of our Management Board expire at this 2015 annual general meeting,
and we are asking our shareholders to reappoint them:
ƕ Katryn S. Blake, our Executive Vice President and President, Vistaprint Business Unit
ƕ Donald R. Nelson, our Executive Vice President and Chief Operating Officer
• The term of Wilhelm G.A. Jacobs, our Senior Vice President and Chief Supply Chain Officer, expires at our
2018 annual general meeting.
• Ernst J. Teunissen, our former Executive Vice President and Chief Financial Officer, is resigning from the
Management Board effective November 4, 2015.
Proxy Statement