Cimpress Plc · NASDAQ:CMPR
Cimpress — Vistaprint — Shareholder Meeting (October 2012)
15 slides from Cimpress's shareholder meeting presentation, Oct 2, 2012
Slide 1: Schedule 14A Proxy Statement Information - Vistaprint N.V.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than th
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Slide 3: Company intends to send email and PowerPoint to shareholders
Vistaprint N.V. (the “Company”) intends to send the following email message and PowerPoint presentation to some of its shareholders in connection with discussions it plans to have with shareholders to solicit support for proposals outlined in the preliminary proxy statement for the Company’s upcomin
Slide 4: Email to shareholders on proxy proposals
Dear [Shareholder]: On September 14th Vistaprint publicly filed with the Securities and Exchange Commission our preliminary proxy statement for our upcoming annual shareholders meeting on November 8, 2012. We would like to set up a time to talk to you about some of the proposals included in this yea
Slide 5: Vistaprint N.V. Proxy Proposal Highlights
Vistaprint N.V. Proxy Proposal Highlights Annual General Meeting of Shareholders on November 8, 2012
Slide 6: Vistaprint's Preliminary Proxy Statement filed on September 14, 2012
Vistaprint’s Preliminary Proxy Statement filed on September 14, 2012 This presentation is intended to highlight certain sections of Vistaprint’s preliminary proxy statement that was filed on September 14, 2012. The proxy statement contains more detailed information about Vistaprint and the proposals
Slide 7: Proposals 6 and 7: Authorization to Repurchase Shares
Proposals 6 and 7: Authorization to Repurchase Shares • Proposal 6: Authorize ability to repurchase up to 6.8M shares (20% of current outstanding shares; 18 month authorization) o We believe that share repurchases can be an attractive investment for Vistaprint and our shareholders o Because as a Dut
Slide 8: Proposals 6 and 7 (cont.): Authorization to Repurchase Shares
Proposals 6 and 7 (cont.): Authorization to Repurchase Shares • Although we believe it is important that we have flexibility to repurchase our shares and are therefore seeking this authorization, even assuming either or both of proposals 6 or 7 receives enough votes to pass, it would not necessarily
Slide 9: Proposal 8: Approval of Amendment of Articles of Incorporation
Proposal 8: Approval of Amendment of Articles of Incorporation • Proposal to amend our articles of incorporation to reduce our authorized capital • Under Dutch law, we are required to have issued capital equal to at least 20% of authorized capital (note: currently at 21%) • Reducing authorized capit
Slide 10: Proposal 9: Cancellation of Treasury Shares
Proposal 9: Cancellation of Treasury Shares • Under Dutch law and articles of incorporation, we need shareholder approval to cancel shares • Under Dutch law, we can hold no more than 50% of issued share capital in treasury (note: we currently hold 32%) • We believe cancelling some of our shares is i
Slide 11: Proposal 11: Say on Pay Overview
Proposal 11: Say on Pay Overview • During FY12, our senior management and Compensation Committee reviewed and redesigned our executive officer compensation program • Factors that were key in our design process: o Aligning our compensation program with our business goals and objectives as part of our
Slide 12: Proposal 11: Redesign of Long-Term Incentive Program
Proposal 11: “Say on Pay” Redesign of Long-Term Incentive Program •New long-term incentive program for senior executives o Premium-priced share options (PPSO) o Restricted share units (RSU) •PPSO is four-year grant (no additional share options to be granted in the next three years) o Strike price of
Slide 13: Proposal 11: Shareholder Engagement
Proposal 11: Say on Pay Shareholder Engagement • As part of redesign process, we reached out to our eight largest non-management shareholders (who at that time beneficially owned approximately 67% of our outstanding shares) to seek their input on executive compensation design • All of the shareholde
Slide 14: Proposal 11: Discontinuation of Certain Pay Practices
Proposal 11: Say on Pay Discontinuation of Certain Pay Practices • We believe that our practice of including excess parachute tax gross-up provisions in executive retention agreements negatively impacted our 2011 Say on Pay vote • Accordingly, our Compensation Committee decided that, after August 1,
Slide 15: Important Additional Information and Where to Find It
Important Additional Information and Where to Find It In connection with the Company’s upcoming annual shareholders meeting on November 8, 2012, the Company intends to file with the SEC and mail to its shareholders a definitive proxy statement. The Company’s shareholders are urged to read the defini