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VPRT > SEC Filings for VPRT > Form 8-K on 12-Nov-2013All Recent SEC Filings

Show all filings for VISTAPRINT N.V.

Form 8-K for VISTAPRINT N.V.


12-Nov-2013

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders

Vistaprint N.V. held its Annual General Meeting of Shareholders on November 7, 2013, at which our shareholders took the following actions on the following proposals. There were 33,062,012 ordinary shares of Vistaprint issued, outstanding, and eligible to vote at the record date of October 10, 2013.

(1) Our shareholders reappointed John J. Gavin, Jr. as a member of our Supervisory Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2017.

(2) Our shareholders reappointed George M. Overholser as a member of our Supervisory Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2017.

(3) Our shareholders reappointed Robert S. Keane as a member of our Management Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2017.

(4) Our shareholders adopted our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2013.

(5) Our shareholders discharged the members of our Management Board from liability with respect to the exercise of their duties during the year ended June 30, 2013.

(6) Our shareholders discharged the members of our Supervisory Board from liability with respect to the exercise of their duties during the year ended June 30, 2013.

(7) Our shareholders authorized our Management Board, acting with the approval of the Supervisory Board, to repurchase up to 6,500,000 of our issued and outstanding ordinary shares until May 7, 2015.

(8) Our shareholders reapproved our Performance Incentive Plan for Covered Employees for purposes of Section 162(m) of the United States Internal Revenue Code.

(9) Our shareholders approved changes to our Supervisory Board compensation package.

(10) Our shareholders appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2014.

(11) Our shareholders approved our non-binding "say on pay" proposal regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in our definitive proxy statement dated October 16, 2013.


The voting results for each proposal are as follows:

Proposal                            Votes FOR        Votes AGAINST      Abstentions       Broker Non-Votes
1. Reappoint John J. Gavin, Jr.
to Supervisory Board                 25,759,017           1,305,481               -               3,361,678
2. Reappoint George M.
Overholser to Supervisory Board      26,772,910             291,588               -               3,361,678
3. Reappoint Robert S. Keane to
Management Board                     26,779,085             285,413               -               3,361,678
4. Adopt statutory annual
accounts                             30,376,153               1,686           48,337                      0
5. Discharge Management Board
from liability                       30,287,868             132,992            5,316                      0
6. Discharge Supervisory Board
from liability                       30,189,559             231,301            5,316                      0
7. Authorize repurchase of
6,500,000 ordinary shares            24,287,963           6,135,806            2,407                      0
8. Reapprove Performance
Incentive Plan                       26,871,716             156,443           36,339              3,361,678
9. Approve changes to
Supervisory Board compensation       21,267,081           5,751,710           45,707              3,361,678
10. Appoint Ernst & Young LLP        28,077,271           2,348,365              540                      0
11. Approve executive
compensation (non-binding)           23,830,020             145,171        3,089,307              3,361,678


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