CIMPRESS plc — Declaration of Voting Results & Voting Rights Announcements 2011

Nov 9, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 3, 2011

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Vistaprint N.V.

(Exact Name of Registrant as Specified in Charter)

The Netherlands	000-51539	98-0417483
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Hudsonweg 8
Venlo
The Netherlands	5928 LW
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 31 77 850 7700

Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))

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

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link1 "Item 5.07. 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 3, 2011, at which our shareholders took the following actions on the following proposals. There were 39,735,722 ordinary shares of Vistaprint issued, outstanding and eligible to vote at the record date of October 6, 2011.

(1) Our shareholders reappointed Peter Gyenes 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 2015;

(2) Our shareholders adopted our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2011;

(3) 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, 2011;

(4) 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, 2011;

(5) Our shareholders approved the changes to our Supervisory Board compensation package described in our definitive proxy statement dated October 12, 2011;

(6) Our shareholders renewed the authorization of our Management Board, acting with the approval of our Supervisory Board, until November 3, 2016 to issue ordinary shares or grant rights to subscribe for ordinary shares up to our maximum authorized share capital at the time of the issue;

(7) Our shareholders voted not to renew the authorization of our Management Board, acting with the approval of our Supervisory Board, to issue preferred shares or grant rights to subscribe for preferred shares up to 100% of the aggregate nominal value of our outstanding ordinary shares at the time of issue;

(8) Our shareholders renewed the authorization of our Management Board, acting with the approval of our Supervisory Board, until November 3, 2016 to resolve to exclude or restrict our shareholders’ pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the Management Board may issue or grant;

(9) Our shareholders appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012;

(10) 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 12, 2011; and

(11) A majority of our shareholders voted for annual advisory votes on our executive compensation program.

Because a majority of our shareholders voted for annual advisory votes on our executive compensation program, we will include a non-binding, advisory “say on pay” vote regarding the compensation of our named executive officers annually at our annual general meeting of shareholders.

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The voting results for each proposal are as follows:

| Proposal — 1. Reappointment of
Peter Gyenes | 32,684,229 | 1,523,310 | 52,685 | 3,968,208 |
| --- | --- | --- | --- | --- |
| 2. Adoption of
statutory annual
accounts | 38,095,949 | 12,600 | 119,883 | 0 |
| 3. Discharge of
Management Board
liability | 37,597,347 | 582,207 | 48,878 | 0 |
| 4. Discharge of
Supervisory Board
liability | 37,591,479 | 587,577 | 49,376 | 0 |
| 5. Changes to
Supervisory Board
compensation | 37,587,007 | 472,214 | 169,211 | 0 |
| 6. Renew
authorization to
issue or grant
rights to ordinary
shares | 23,395,479 | 14,761,358 | 71,595 | 0 |
| 7. Renew
authorization to
issue or grant
rights to preferred
shares | 17,123,153 | 17,131,056 | 6,015 | 3,968,208 |
| 8. Renew
authorization to
exclude or restrict
shareholders’
pre-emptive rights | 18,643,105 | 15,493,547 | 123,572 | 3,968,208 |
| 9. Appoint Ernst &
Young LLP | 37,294,136 | 825,209 | 109,087 | 0 |
| 10. “Say on Pay”
vote on executive
compensation | 17,248,442 | 16,977,386 | 34,396 | 3,968,208 |

| 11. “Say on
Frequency”
vote on frequency
of executive
compensation vote | 32,802,498 | 23,993 | 1,354,485 | 79,248 | 3,968,208 |
| --- | --- | --- | --- | --- | --- |

• In the case of the appointment of a Supervisory Board member, an abstention was considered a vote FOR the other nominee named in our definitive proxy statement dated October 12, 2011.

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link1 "SIGNATURE"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 8, 2011
By:	/s/Michael C. Greiner
	Michael C. Greiner
	Chief Accounting Officer

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