Vistaprint 2015 Annual Report Download - page 122

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10
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding
nominations for open positions on the Management 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 binding nominations of
Ms. Blake and Mr. Nelson to serve on the Management Board for terms of four years ending on the date of our
annual general meeting of shareholders in 2019.
The persons named in the enclosed proxy card will vote to reappoint Ms. Blake and Mr. Nelson as members of
our Management Board unless you withhold authority to vote for any or all of the reappointments by marking the
proxy card to that effect. Each nominee has indicated his or her willingness to serve if appointed. You can find more
information about Ms. Blake and Mr. Nelson and the other members of our Management 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 reappointments of
Ms. Blake and Mr. Nelson as members of our Management Board.
PROPOSAL 4 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
At the annual meeting, we are asking our shareholders to approve the compensation of our named executive
officers, as described in the Compensation Discussion and Analysis, or CD&A, executive compensation tables, and
accompanying narrative disclosures in this proxy statement. This is an advisory vote, meaning that this proposal is
not binding on us, but our Compensation Committee values the opinions expressed by our shareholders and will
carefully consider the outcome of the shareholder vote when making future compensation decisions for our named
executive officers.
Please carefully read the CD&A section of this proxy statement. As you cast your vote on this proposal, we would
like you to consider the following compensation program highlights, which are described in more detail in CD&A.
Our executive compensation program has not changed significantly since fiscal 2012.
• We pay our executive officers based on Cimpress' performance. For our fiscal year ended June 30, 2015,
93% of our Chief Executive Officer’s total compensation was at risk including an annualized portion of his
multi-year, premium-priced share options described below.
• For fiscal 2015, our Compensation Committee did not increase the annual cash compensation (base salary
and target amount for annual cash incentive award) of our Chief Executive Officer or any of our other
executive officers over their fiscal 2014 levels as part of our efforts to keep our costs within our budget and
also because our Compensation Committee believed that the executives' compensation was competitive at
current levels.
• Each year, we reach out to our major shareholders to solicit their feedback on our executive compensation
design. We believe this collaborative process has helped foster a better understanding and input into our
executive compensation program by our shareholders.
• In 2012, based in part on feedback from our shareholders during the outreach process described above, our
Compensation Committee redesigned the long-term incentive compensation of our executive officers to
increase the emphasis on Cimpress' long-term performance and our growth strategy using share price as the
primary performance metric. As a result of this redesign, we granted to our executive officers multi-year,
premium-priced share options with an exercise price of $50.00 per share, which was significantly higher than
the fair market value of our ordinary shares on the grant dates. In addition, Robert Keane, our Chief
Executive Officer, may not exercise these options unless our share price on Nasdaq is at least $75.00 on the
exercise date. Our Supervisory Board passed resolutions that, until fiscal 2016 at the earliest, we will not
grant any additional long-term incentive award in any form to Mr. Keane or any additional share options to
our other current executive officers.
• As a result of our shareholders’ feedback in our 2011 “say on pay” vote, our Compensation Committee
decided that we would no longer include excess parachute payment tax gross-up provisions in any executive
retention agreements we enter into with new executives after August 1, 2012.