CIMPRESS PLC
10-Ks and 10-Qs
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
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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CIMPRESS N.V.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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CIMPRESS N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Cimpress N.V. will hold an Extraordinary General Meeting of Shareholders:
on
Monday
,
January 12, 2015
at
8:00 p.m.
Central European Time
at the offices of Stibbe
Strawinskylaan 2001
1077 ZZ Amsterdam
The Netherlands
MATTERS TO BE ACTED UPON AT THE EXTRAORDINARY GENERAL MEETING:
(
1
) Appoint Scott Vassalluzzo to our Supervisory Board to serve for a term ending on the date of our annual general meeting of shareholders in 2018;
(
2
) Appoint Nadia Shouraboura to our Supervisory Board to serve for a term ending on the date of our annual general meeting of shareholders in 2019;
(
3
) Amend Article 22, Section 2 of Cimpress' articles of association to add Deventer, the Netherlands to the list of municipalities where we may hold our general meetings of shareholders; and
(4) Transact other business, if any, that may properly come before the meeting or any adjournment of the meeting.
Our Management Board and Supervisory Board have no knowledge of any other business to be transacted at the extraordinary general meeting.
Shareholders of record at the close of business on
December 15, 2014
are entitled to vote at the extraordinary general meeting. Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, please complete, sign, date, and promptly return the enclosed proxy card in the envelope that we or your bank or brokerage firm have provided. Your prompt response will ensure that your shares are represented at the extraordinary general meeting. You can change your vote and revoke your proxy by following the procedures described in this proxy statement.
All shareholders are cordially invited to attend the extraordinary general meeting.
By order of the Management Board,
/s/ Robert S. Keane
Chairman of the Management Board, President and
Chief Executive Officer
December 18,
2014
CIMPRESS N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held on
January 12, 2015
This proxy statement contains information about the Extraordinary General Meeting of Shareholders of Cimpress N.V., which we refer to in this proxy statement as the meeting. We will hold the meeting on
Monday
,
January 12, 2015
at the offices of Stibbe, Strawinskylaan 2001, 1077 ZZ Amsterdam, the Netherlands. The meeting will begin at
8:00 p.m.
Central European Time.
We are furnishing this proxy statement to you in connection with the solicitation of proxies by the Management Board of Cimpress N.V. for use at the meeting and at any adjournment of the meeting. On November 14, 2014, Vistaprint N.V. changed its name to Cimpress N.V., and throughout this proxy statement, we refer to the company as we, us, or Cimpress, including with respect to historical periods before we changed our name.
We are first mailing the Notice of Extraordinary General Meeting and this proxy statement on or about December 18,
2014
.
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders: This Proxy Statement and the draft deed of amendment to our articles of association are available for
viewing, printing and downloading at
http://proxy.ir.cimpress.com
.
We will furnish without charge a copy of this proxy statement and our Annual Report
on Form 10-K for the fiscal year ended
June 30, 2014
, as filed with the
United States Securities and Exchange Commission, or SEC, to any shareholder who
requests it in writing to Cimpress N.V., c/o Vistaprint USA,
Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA 02421,
USA. This proxy
statement and our Annual Report on Form 10-K are also available on the SEC’s web
site at
www.sec.gov.
1
INFORMATION ABOUT THE MEETING AND VOTING
What is the purpose of the extraordinary general meeting?
At the meeting, our shareholders will consider and act upon the three proposals listed in the Notice of Extraordinary General Meeting of Shareholders that appears on the first page of this proxy statement. Our Management Board and Supervisory Board are not aware of any other business to be transacted at the meeting.
Who can vote?
To be able to vote on the matters listed in the Notice of Extraordinary General Meeting of Shareholders on the first page of this proxy statement, you must have held ordinary shares of Cimpress at the close of business on
December 15, 2014
, which is the record date for the meeting. Shareholders of record at the close of business on
December 15, 2014
are entitled to vote on each proposal at the meeting. The number of outstanding ordinary shares entitled to vote on each proposal at the meeting is 32,603,646.
How many votes do I have?
Each ordinary share of Cimpress that you owned on the record date entitles you to one vote on each matter that is voted on at the meeting.
Is my vote important?
Your vote is important regardless of how many ordinary shares you own. Please take a moment to read the instructions below, vote your shares, and submit your proxy as soon as possible to ensure that your shares are represented and voted at the meeting.
How do I vote?
If you are a holder of record and your shares are not held in “street name” by a bank or brokerage firm, you may vote by completing and signing the proxy card that accompanies this proxy statement and promptly mailing it in the enclosed postage-prepaid envelope. For your vote to be counted at the meeting, our transfer agent, Computershare Trust Company, Inc., must receive your proxy no later than 4:00 p.m. Eastern Standard Time on the last business day before the meeting.
If your shares are held in street name by a bank or brokerage firm, then you need to follow the directions your bank or brokerage firm provides to you in order to vote your shares. Many banks and brokerage firms offer the option of voting by mail, over the Internet, or by telephone, which will be explained in the voting instruction form you receive from your bank or brokerage firm.
The shares you own will be voted according to the instructions you return to Computershare Trust Company or your bank or brokerage firm. If you are a holder of record and sign and return the proxy card, but do not give any instructions on a particular matter to be voted on as described in this proxy statement, then the shares you own will be voted in accordance with the recommendations of our Management Board and Supervisory Board. The Management Board and Supervisory Board recommend that you vote
FOR
Proposals
1
-
3
.
If you are a record holder and attend the meeting in person, then you may also vote in person. If you hold your shares in street name, then you must follow the instructions below under “How do I attend the meeting and vote in person?” if you wish to attend the meeting or vote in person.
Can I change my vote after I have mailed my proxy card?
Yes. If you are a holder of record and your shares are not held in street name, you can revoke your proxy and change your vote by doing any one of the following things:
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signing another proxy card with a later date and delivering the new proxy card to our Chief Legal Officer at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than 4:00 p.m. Eastern Standard Time on the last business day before the meeting;
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delivering to our Chief Legal Officer written notice no later than 4:00 p.m. Eastern Standard Time on the last business day before the meeting that you want to revoke your proxy; or
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voting in person at the meeting.
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If your shares are held in street name by a bank or brokerage firm and you wish to revoke or change your voting instructions, then you must follow the directions you receive from your bank or brokerage firm.
Your attendance at the meeting alone will not revoke your proxy.
Can I vote if my shares are held in “street name”?
If the shares you own are held in street name by a bank or brokerage firm, then your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you need to follow the directions your bank or brokerage firm provides to you.
How do I attend the meeting and vote in person?
If you wish to attend our meeting in Amsterdam, the Netherlands in person, please send our Chief Legal Officer written notice at the offices of our subsidiary Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, Massachusetts 02421 USA no later than January 9,
2015
. If you need directions to the meeting, please call Investor Relations at +1 781-652-6480.
If you wish to attend the meeting and your shares are held in street name by a bank or brokerage firm, then you must provide the written notice referenced above and also bring with you to the meeting an account statement or letter from your bank or brokerage firm showing that you are the beneficial owner of the shares as of the record date in order to be admitted to the meeting. To be able to vote your shares held in street name at the meeting, you need to obtain a proxy card from the holder of record, i.e., your bank or brokerage firm.
What vote is required?
Under our articles of association, holders of at least one third of our outstanding ordinary shares must be represented at the meeting to constitute a quorum, and the following vote is required to approve each of the proposals described in this proxy statement:
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Proposals
1
and
2
(appointments of supervisory directors):
In accordance with our articles of association, our Supervisory Board adopted unanimous resolutions to make binding nominations of two candidates for supervisory director. Our shareholders may set aside either or both of these binding nominations only by a vote of at least two thirds of the votes cast at a meeting representing more than half of our share capital.
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Proposal
3
(amendment of articles of association):
This proposal requires the approval of a majority of votes cast at a meeting at which a quorum is present.
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For all proposals, Dutch law and our articles of association provide that ordinary shares represented at the meeting and abstaining from voting will count as shares present at the meeting but will not count for the purpose of determining the number of votes cast. Broker non-votes will not count as shares present at the meeting or for the purpose of determining the number of votes cast. “Broker non-votes” are shares that are held in street name by a bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to vote on a particular matter.
How will votes be counted?
Each ordinary share will be counted as one vote according to the instructions contained on a properly completed proxy or on a ballot voted in person at the meeting. Shares will not be voted in favor of a proposal if either the shareholder abstains from voting on a particular matter, or the shares are broker non-votes.
3
Who will count the votes?
Computershare Trust Company, Inc., our transfer agent, will count, tabulate, and certify the votes.
How do the Management Board and Supervisory Board recommend that I vote on the
proposals?
The Management Board and Supervisory Board recommend that you vote FOR all of the proposals listed in the Notice of Extraordinary General Meeting of Shareholders on the first page of this proxy statement.
Will any other business be conducted at the meeting or will other matters be voted
on?
Our Management Board and Supervisory Board do not know of any other matters that may come before the meeting. If any other matter properly comes before the meeting, then, to the extent permitted by applicable law, the persons named in the proxy card that accompanies this proxy statement may exercise their judgment in deciding how to vote, or otherwise act, at the meeting with respect to that matter or proposal.
Where can I find the voting results?
Within four business days after the meeting, we will report the voting results on a Current Report on Form 8-K that we will file with the SEC.
How and when may I submit a shareholder proposal, including a shareholder nomination for supervisory director, for the
2015
annual general meeting?
Because we are a Dutch limited company whose shares are traded on a U.S. securities exchange, both U.S. and Dutch rules and timeframes apply if you wish to submit a candidate to be considered for election to our Supervisory Board at our 2015 annual general meeting or if you wish to submit another kind of proposal for consideration by shareholders at our
2015
annual general meeting.
Under our Dutch articles of association, if you are interested in submitting a proposal, you must fulfill the requirements set forth in our articles of association, including satisfying both of the following criteria:
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We must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no later than 60 days before the
2015
annual general meeting, and
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The number of ordinary shares you hold must equal at least 3% of our issued share capital.
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Under our articles of association, shareholders do not have the right to nominate or appoint their own candidates for supervisory director directly, but if you submit information about a potential candidate for supervisory director to our Nominating and Corporate Governance Committee, as described in the section of this proxy statement entitled “Supervisory Director Nomination Process,” then our Nominating and Corporate Governance Committee will consider whether your proposed candidate is appropriate for nomination to our Supervisory Board.
Under U.S. securities laws, if you wish to have a proposal included in our proxy statement for the
2015
annual general meeting, then in addition to the above requirements, you also need to follow the procedures outlined in Rule 14a-8 of the U.S. Securities Exchange Act of 1934, and the deadline for submitting your proposal to us is earlier than the deadline specified above: For your proposal to be eligible for inclusion in our
2015
proxy statement, we must receive your proposal at our registered offices in Venlo, the Netherlands as set forth below no later than June 23, 2015.
Any proposals, nominations or notices under our articles of association or pursuant to Rule 14a-8 should be sent to:
Secretary, Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
4
With a copy to:
Chief Legal Officer
Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
What are the costs of soliciting these proxies?
We will bear the costs of solicitation of proxies. We have retained Alliance Advisors for a fee of $8,500 plus expenses to assist us in soliciting proxies from our shareholders and to verify certain records relating to the solicitation. We and our supervisory directors, officers, and selected other employees may also solicit proxies by mail, telephone, e-mail, or other means of communication. Supervisory directors, officers, and employees who help us in soliciting proxies will not be specially compensated for those services, but they may be reimbursed for their reasonable out-of-pocket expenses incurred in connection with their solicitation. We will request brokers, custodians, and fiduciaries to forward proxy soliciting material to the owners of our ordinary shares that they hold in their names and will reimburse these entities for their out-of-pocket expenses incurred in connection with the distribution of our proxy materials.
Householding of Meeting Materials
Some banks, brokers, and other nominee record holders may participate in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to shareholders may be sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: Investor Relations, Cimpress N.V., c/o Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421, USA, telephone no. +1 781-652-6480. If you want to receive separate copies of the proxy statement or annual report to shareholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information regarding the beneficial ownership of our ordinary shares as of November 24, 2014 by:
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each shareholder we know to own beneficially more than 5% of our outstanding ordinary shares;
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each member of, and nominee for appointment to, our Supervisory Board;
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our named executive officers who are listed in the Summary Compensation Table in this proxy statement; and
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all of our current supervisory directors and executive officers as a group.
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Name and Address of Beneficial Owner(1)
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Number of Ordinary Shares Beneficially Owned(2)
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Percent of Ordinary Shares Beneficially Owned(3)
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Brave Warrior Advisors, LLC(4)
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3,352,340
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10.3%
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12 East 49th Street, 14th Floor
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New York, NY 10017 USA
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Capital World Advisors(5)
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1,860,000
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5.7
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333 South Hope Street
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Los Angeles, CA 90071 USA
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Janus Capital Management LLC(6)
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3,777,945
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11.6
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151 Detroit Street
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Denver, CO 80206 USA
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Prescott General Partners LLC(7)
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4,316,300
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13.3
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2200 Butts Road, Suite 320
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Boca Raton, FL 33431 USA
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Executive Officers, Supervisory Directors, and Nominees for Supervisory Director
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Robert S. Keane(8)(9)
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3,484,517
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10.1
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Katryn S. Blake(9)
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66,467
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*
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Paolo De Cesare(9)
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8,143
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*
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John J. Gavin, Jr.(9)
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61,097
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*
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Peter Gyenes(9)(10)
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43,502
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*
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Donald R. Nelson(9)
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105,476
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*
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Eric C. Olsen(9)
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10,643
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*
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George M. Overholser(9)
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95,198
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*
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Richard T. Riley(9)
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68,061
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*
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Nadia Shouraboura
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—
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*
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Ernst J. Teunissen(9)
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104,919
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*
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Mark T. Thomas(9)(11)
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40,590
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*
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Scott Vassalluzzo(12)
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210,740
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*
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Hauke K.U. Hansen(13)
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25,246
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*
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All current executive officers and supervisory directors as a group (11 persons) (14)
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4,088,613
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11.7%
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_____________
6
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*
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Less than 1%
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(1)
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Unless otherwise indicated, the address of each executive officer, supervisory director, and nominee for supervisory director listed is c/o Cimpress N.V., Hudsonweg 8, 5928 LW Venlo, the Netherlands.
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(2)
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For each person or entity in the table above, the “Number of Shares Beneficially Owned” column may include ordinary shares attributable to the person or entity because of that holder’s voting or investment power or other relationship. The number of ordinary shares beneficially owned by each person or entity included in this table is determined under rules promulgated by the SEC. Under these rules, a person or entity is deemed to have “beneficial ownership” of any shares over which that person or entity has or shares voting or investment power, plus any shares that the person or entity may acquire within 60 days of November 24, 2014 (i.e., January 23, 2015), including through the exercise of share options or through the vesting of restricted share units. Unless otherwise indicated, each person or entity referenced in the table has sole voting and investment power over the shares listed or shares such power with his or her spouse. The inclusion in the table of any shares, however, does not constitute an admission of beneficial ownership of those shares by the named shareholder.
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(3)
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The percentage ownership for each shareholder on November 24, 2014 is calculated by dividing (1) the total number of shares beneficially owned by the shareholder by (2) 32,563,539, the number of ordinary shares outstanding on November 24, 2014, plus any shares issuable to the shareholder within 60 days after November 24, 2014 (i.e., January 23, 2015), including restricted share units that vest and share options that are exercisable on or before January 23, 2015.
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(4)
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This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on May 12, 2014.
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(5)
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This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on February 13, 2014.
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(6)
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This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on February 14, 2014.
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(7)
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This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on February 14, 2014.
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(8)
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Includes an aggregate of (i) 1,417,324 shares held by irrevocable discretionary trusts and other entities established for the benefit of Mr. Keane or members of his immediate family, or the Trusts, and (ii) 119,181 shares held by a charitable entity established by Mr. Keane and his spouse. Trustees who are independent of Mr. Keane or his spouse hold exclusive voting and investment power with respect to the ordinary shares owned by the Trusts and the ordinary shares issuable pursuant to share options and restricted share units held by the Trusts; Mr. Keane and his spouse do not hold such power with respect to the Trusts. Mr. Keane and his spouse share voting and investment power with respect to the shares held by the charitable entity. Mr. Keane and his spouse disclaim beneficial ownership of the shares, share options and restricted share units held by the Trusts and the charitable entity except to the extent of their pecuniary interest therein.
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(9)
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Includes the number of shares listed below that each executive officer and supervisory director has the right to acquire under share options and restricted share units that vest on or before January 23, 2015:
• Mr. Keane: 1,948,012 shares, held by the Trusts • Ms. Blake: 50,185 shares • Mr. De Cesare: 4,094 shares • Mr. Gavin: 36,520 shares • Mr. Gyenes: 27,149 shares • Mr. Nelson: 74,329 shares • Mr. Olsen: 4,094 shares • Mr. Overholser: 15,569 shares • Mr. Riley: 24,502 shares • Mr. Teunissen: 83,822 shares • Mr. Thomas: 13,599 shares |
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(10)
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Includes 14,727 shares owned by a trust of which Mr. Gyenes is the sole trustee.
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(11)
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Includes 2,500 shares owned by a family limited liability company of which Mr. Thomas is a manager. Mr. Thomas disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(12)
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Mr. Vassalluzzo has the sole power to vote or to direct the vote of and to dispose or to direct the disposition of 1,958 shares. In his capacity as investment manager for certain managed accounts, Mr. Vassalluzzo may be deemed to have the shared power to vote or to direct the vote of 138,566 shares and to dispose or to direct the disposition of 208,782 shares. Voting and investment authority over managed accounts established for the benefit of certain family members and friends of Mr. Vassalluzzo is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the managed account.
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(13)
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Dr. Hansen is no longer an executive officer effective in June 2014.
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(14)
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Includes a total of 2,281,875 shares that all of our current executive officers and supervisory directors have the right to acquire under share options and restricted share units that vest on or before January 23, 2015.
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7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the U.S. Securities Exchange Act of 1934 requires our supervisory directors, executive officers, and the holders of more than 10% of our ordinary shares, referred to as reporting persons, to file reports with the SEC disclosing their ownership of and transactions in our ordinary shares and other equity securities. SEC regulations also require these reporting persons to furnish us with copies of all such reports that they file.
Due to an administrative error by Cimpress and Robert Keane's brokerage firm, Mr. Keane failed to report two sales of Cimpress shares in August 2013 pursuant to a Rule 10b5-1 automatic trading plan, for a total of 65,000 shares sold. These sales were subsequently reported on a Form 5 filed on August 12, 2014.
8
PROPOSALS
1
AND
2
- APPOINT TWO DIRECTORS TO OUR SUPERVISORY BOARD
Our Supervisory Board currently has seven directors who serve for rotating four-year terms:
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The terms of Peter Gyenes and Eric C. Olsen expire at our 2015 annual general meeting.
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The terms of Paolo De Cesare and Mark T. Thomas expire at our 2016 annual general meeting.
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The terms of John J. Gavin, Jr. and George M. Overholser expire at our 2017 annual general meeting.
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The term of Richard T. Riley expires at our 2018 annual general meeting.
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None of the members of our Supervisory Board is an employee of Cimpress.
The Supervisory Board has increased the number of supervisory director positions from seven to nine and is seeking the appointment of Nadia Shouraboura and Scott Vassalluzzo to fill the two open positions. 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 a unanimous resolution to make binding nominations of Dr. Shouraboura and Mr. Vassalluzzo as follows:
SCOTT VASSALLUZZO
to serve as a supervisory director for a term ending on the date of our annual general meeting of shareholders in 2018
Mr. Vassalluzzo, age 43, is a Managing Member of Prescott General Partners LLC ("PGP"), an investment adviser registered with the U.S. Securities and Exchange Commission that holds approximately 13% of Cimpress' outstanding shares. PGP serves as the general partner of three private investment limited partnerships, including Prescott Associates L.P. (together, the "Prescott Partnerships"). Mr. Vassalluzzo joined the Prescott organization in 1998 as an equity analyst, became a general partner of the Prescott Partnerships in 2000, and transitioned to Managing Member of PGP following Prescott's reorganization in January 2012. Prior to 1998, Mr. Vassalluzzo worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP). Mr. Vassalluzzo serves on the boards of directors of Credit Acceptance Corporation, a publicly traded auto finance company providing automobile loans and other related financial products, and World Acceptance Corporation, a publicly traded personal installment loan company.
The Supervisory Board recommends that shareholders vote for the appointment of Mr. Vassalluzzo because of his advocacy for the priorities of long-termism and intrinsic value per share and his experience on the boards and compensation committees of other publicly traded companies.
NADIA SHOURABOURA
to serve as a supervisory director for a term ending on the date of our annual general meeting of shareholders in 2019
Dr. Shouraboura, age 44, has served as the Founder and Chief Executive Officer of Hointer, Inc., a technology company that brings together the best features of virtual shopping with in-store shopping, since August 2012. Before founding Hointer, Dr. Shouraboura served on the senior management team responsible for overall direction and operations at Amazon.com, Inc. from April 2004 to August 2012, including as Technology Vice President, Global Supply Chain and Fulfillment Platform from 2008 to August 2012. Before joining Amazon.com, Dr. Shouraboura served in technology and leadership roles at Diamond Technology Partners, Mobilicity, and Exelon Corporation.
The Supervisory Board recommends that shareholders vote for the appointment of Dr. Shouraboura because of her strong advocacy and experience with building customer-centric company cultures and because of her experience in operations and technology.
The Supervisory Board has determined that Dr. Shouraboura is an "independent director," as defined under Nasdaq's Marketplace Rules, and also satisfies the criteria for independence under the Dutch Corporate Governance Code. The Supervisory Board has determined that Mr. Vassalluzzo is an "independent director" under Nasdaq's Marketplace Rules, but he does not meet the Dutch Corporate Governance Code criteria for independence due to his position with a major shareholder of Cimpress.
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The persons named in the enclosed proxy card will vote to appoint Dr. Shouraboura and Mr. Vassalluzzo as members of our Supervisory Board, unless you withhold authority to vote for either candidate's appointment by marking the proxy card to that effect. Dr. Shouraboura and Mr. Vassalluzzo have indicated their willingness to serve if appointed.
The Management Board and Supervisory Board recommend that you vote FOR the
appointments of Dr. Shouraboura and Mr. Vassalluzzo as members of our Supervisory Board.
PROPOSAL
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- AMEND OUR ARTICLES OF ASSOCIATION
Our Management Board proposes to amend Article 22, Section 2 of Cimpress' articles of association to add Deventer, the Netherlands to the list of municipalities where we may hold our general meetings of shareholders, and our Supervisory Board has approved this proposal in accordance with our articles of association. Under Dutch law, we may hold our general meetings only in the municipalities specified by our articles of association, which are currently Amsterdam, Baarlo, Venlo, The Hague, Rotterdam or Haarlemmermeer (Schiphol). One of our recently acquired subsidiaries, People & Print Group B.V., is located in Deventer, and we are seeking the flexibility to hold general meetings from time to time at this subsidiary's offices as well.
If our shareholders approve this proposal, then the amendment to our articles of association will be effected by the execution of a notarial deed of amendment to the articles of association by a Dutch civil-law notary shortly after the meeting. By voting in favor of this proposal, our shareholders designate each member of our Management Board and each civil-law notary, junior civil-law notary, notarial assistant, and each lawyer working at Stibbe, our Dutch law firm, to have the notarial deed executed.
Our Management Board and Supervisory Board recommend that you vote FOR the amendment to our articles of association.
OTHER MATTERS
Our Management Board and Supervisory Board do not know of any other matters that may come before the meeting. However, if any other matters are properly presented to the meeting, then, to the extent permitted by applicable law, the persons named as proxies may vote, or otherwise act, in accordance with their judgment on such matters.
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INFORMATION ABOUT OUR SUPERVISORY DIRECTORS AND EXECUTIVE OFFICERS
Our Supervisory Board:
Our Supervisory Board currently consists of seven independent, non-employee supervisory directors.
Members of our Supervisory Board whose terms will expire at our 2015 annual general meeting:
PETER GYENES,
Director since February 2009
Mr. Gyenes, age 69, has served as the Chairman of Sophos Plc, a global security software company, since May 2006 and as its Lead Independent Director since September 2012. Mr. Gyenes served as Chairman and Chief Executive Officer of Ascential Software and its predecessor companies VMark Software, Ardent Software and Informix from 1996 until it was acquired by IBM in April 2005. Mr. Gyenes also currently serves on the boards of Pegasystems Inc., a provider of business process management software and services; Intralinks Holdings, Inc., a provider of shared document and information exchanges; EnerNoc Inc., a provider of energy management solutions; and RealPage, Inc., a provider of property management software solutions for the multifamily industry. Mr. Gyenes previously served on the boards of, among other companies, Netezza Corporation, a provider of data warehouse appliances from February 2008 to November 2010 when it was acquired by IBM, and Lawson Software, Inc., a provider of software and service solutions in the manufacturing, distribution, maintenance and service sector industries, from May 2006 to July 2011 when it was acquired by GGC Software Holdings, Inc. He is a trustee emeritus of the Massachusetts Technology Leadership Council. Mr. Gyenes brings to the Supervisory Board his broad experience in leading companies as chief executive officer and board member and his deep expertise on executive compensation matters through his service on several compensation committees.
ERIC C. OLSEN,
Director since March 2013
Mr. Olsen, age 50, has served since August 1999 in various executive capacities at Lafarge, a publicly traded world leader in building materials with annual revenues of approximately €15 billion. His current role is Executive Vice President, Operations since September 2013, and immediately prior, he served as Executive Vice President, Organization and Human Resources since 2007. Mr. Olsen was previously Chief Executive Officer and Executive Vice President of Lafarge North America in the United States (formerly NYSE LAF), and President, Northeast Cement Region and Senior Vice President, Purchasing of Lafarge North America in Canada. Previously, Mr. Olsen served as a Partner at Trinity Associates, a management consulting firm, from 1993 to 1999. A certified public accountant, he started his career as a senior accountant at Deloitte & Touche in New York. Mr. Olsen brings to the Supervisory Board his varied executive experience in international business, his strong background in executive talent development and executive compensation, and his expertise in finance within an international business context.
Members of our Supervisory Board whose terms will expire at our 2016 annual general meeting:
PAOLO DE CESARE,
Director since March 2013
Mr. De Cesare, age 54, has served as Chief Executive Officer of Printemps Department Store Paris, a retailer dedicated to fashion and luxury brands with department stores in France, since September 2007. Previously, Mr. De Cesare served in various executive capacities at Procter & Gamble from 1983 to 2007, most recently as President of Procter & Gamble Global Skin Care and, prior to that, as Vice President of Procter & Gamble Far East and President Max Factor KK, the Cosmetic division of Procter in Japan. Mr. De Cesare also served on the board of Indesit Company, a publicly traded company and leading European manufacturer and distributor of domestic appliances, from 2009 until 2013. Mr. De Cesare brings to the Supervisory Board his strong knowledge of brand and marketing strategy, his international business experience and perspective, and his operational, executive and board experience in a variety of roles worldwide.
MARK T. THOMAS,
Director since November 2009
Mr. Thomas, age 60, has served as a Founder and Partner of Monitor Clipper Partners, a middle market private equity firm, since December 1997 and also serves as a member of Monitor Clipper Partners’ Investment Committee and as a director of several of its portfolio companies. In addition, Mr. Thomas was a co-founder of Monitor Company Group LP, a global strategy and marketing consulting firm, where he served in various leadership
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positions from 1983 to November 2012. In November 2012, Monitor Company Group LP entered into a Section 363 process under Chapter 11 of the U.S. Bankruptcy Code to sell its assets to Deloitte Consulting. The transaction was consummated in January 2013. Mr. Thomas serves on the supervisory boards of Cimpress N.V. and Vistaprint B.V., a wholly owned Dutch subsidiary of Cimpress. Mr. Thomas brings to the Supervisory Board his extensive strategy, investment and international experience, which includes 30 years of building companies, serving on boards and providing advice to top executives on strategic matters.
Members of our Supervisory Board whose terms will expire at our 2017 annual general meeting:
JOHN J. GAVIN, Jr.,
Director since August 2006
Mr. Gavin, age 59, serves on the boards of Qlik Technologies Inc., a provider of business intelligence solutions; BroadSoft, Inc., a global provider of residential and business Voice over IP applications; Varonis Systems, a provider of data governance solutions for unstructured data; and Silversky, a provider of cloud based security software. Mr. Gavin previously served as Chief Financial Officer of BladeLogic, Inc., a provider of data center automation software, from January 2007 through June 2008, when it was acquired by BMC Software; as Chief Financial Officer of Navisite, Inc., a provider of information technology hosting, outsourcing and professional services, from April 2004 through December 2006; and as the Senior Vice President and Chief Financial Officer of Cambridge Technology Partners, a consulting firm, from February 2000 through December 2001. Before his work at Cambridge Technology Partners, Mr. Gavin spent twelve years at Data General Corporation, a manufacturer of computing equipment that was acquired by EMC Corporation, including serving as Vice President and Chief Financial Officer. Mr. Gavin also spent ten years at Price Waterhouse LLP, an accounting firm, in various accounting and audit positions including as Senior Manager in charge of multi-national audits. Mr. Gavin serves on the supervisory boards of Cimpress N.V. and Vistaprint B.V., a wholly owned Dutch subsidiary of Cimpress. Mr. Gavin brings to the Supervisory Board his extensive experience as chief financial officer of several growing companies, as well as ten years as an independent auditor. Mr. Gavin is a certified public accountant.
GEORGE M. OVERHOLSER,
Director since July 2004
Mr. Overholser, age 54, has served as Chief Executive Officer and Co-Founder of Third Sector Capital Partners, an investment bank for nonprofit organizations, since September 2010. He was Founder and Managing Director of NFF Capital Partners, an investment banking firm for nonprofit organizations, from August 2004 to September 2010. Mr. Overholser was the founder of North Hill Ventures, a venture capital firm, and served as its Senior Vice President from 1999 through June 2008. From 1994 to 1999, Mr. Overholser was Head of Strategy and New Business Development for Capital One Financial Corporation, a company specializing in consumer lending. Mr. Overholser brings to the Supervisory Board his extensive experience of leading companies through periods of hyper-growth, as both a board member and an executive. On November 12, 2014, Mr. Overholser notified us that he is resigning from the Supervisory Board effective February 12, 2015.
Member of our Supervisory Board whose term will expire at our 2018 annual general meeting:
RICHARD T. RILEY,
Director since February 2005 and Chairman of the Supervisory Board
since August 2009
Mr. Riley, age 58, served in various capacities at LoJack Corporation, a publicly traded corporation and provider of tracking and recovery systems, during the period from 2005 until 2013, including Chairman of the Board of Directors from November 2006 to May 2012; Chief Executive Officer from November 2006 to February 2008 and again from May 2010 to November 2011; and President, Chief Operating Officer and a director from February 2005 through November 2006 and again from May 2010 to November 2011. Mr. Riley also serves on the board of Dorman Products, Inc., a publicly traded corporation and supplier of original equipment automotive replacement parts. From 1997 through 2004, Mr. Riley held a variety of positions with New England Business Service, Inc., a publicly traded corporation and provider of products and services to small businesses, most recently serving as Chief Executive Officer, President, Chief Operating Officer and director. Mr. Riley serves on the supervisory boards of Cimpress N.V. and Vistaprint B.V., a wholly owned Dutch subsidiary of Cimpress. Mr. Riley brings to the Supervisory Board his extensive experience of leading companies as a chief executive officer and board member.
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Nominees for appointment to our Supervisory Board at this meeting:
NADIA SHOURABOURA AND SCOTT VASSALLUZZO
You can find biographical and other information about Dr. Shouraboura and Mr. Vassalluzzo in the section of this proxy statement entitled "Proposals 1 and 2 - Appoint Two Directors to our Supervisory Board."
Our Management Board and Executive Officers:
Our Management Board currently consists of our four executive officers and one senior member of management who is not an executive officer of Cimpress. All members of our Management Board serve for four-year terms.
ROBERT S. KEANE,
President, Chief Executive Officer, and Chairman of the Management
Board (executive officer)
Mr. Keane, age 51, has served as our President and Chief Executive Officer since he founded Vistaprint in January 1995. Mr. Keane served as the Chairman of our Board of Directors from January 1995 to August 2009 and was appointed Chairman of the Management Board in September 2009. From 1988 to 1994, Mr. Keane was an executive at Flex-Key Corporation, an OEM manufacturer of keyboards, displays and retail kiosks used for desktop publishing. Mr. Keane earned his Bachelor of Arts in economics from Harvard College in 1985 and his Masters of Business Administration from INSEAD in Fontainebleau, France in 1994. Mr. Keane’s term as a member of our Management Board will expire at our 2017 annual general meeting.
KATRYN “TRYNKA” S. BLAKE (née Shineman),
Executive Vice President and President, Vistaprint Business Unit (executive officer)
Ms. Blake, age 40, has served as Executive Vice President and President, Vistaprint Business Unit since July 2014. Ms. Blake previously served as our Executive Vice President, Global Marketing from July 2012 to June 2014, Chief Customer Officer from June 2011 to June 2014, President of Vistaprint’s North American business unit from November 2010 to June 2012, Chief Marketing Officer of Vistaprint's North American business unit from April 2008 to November 2010, and in a variety of marketing positions since joining Cimpress in March 2004 as Director, Marketing. Before joining Cimpress, she served as a director and senior manager for PreVision Marketing since 1996. Ms. Blake holds a Bachelor of Arts in psychology from Cornell University and a Masters of Business Administration degree from Columbia Business School. Ms. Blake’s term as a member of our Management Board will expire at our 2015 annual general meeting.
DONALD R. NELSON,
Executive Vice President and Chief Operating Officer (executive officer)
Mr. Nelson, age 46, has served as our Executive Vice President since July 2012 and as Chief Operating Officer since November 2014. Mr. Nelson previously served as our President, Mass Customization Platform from June 2014 to November 2014, Executive Vice President, Capabilities from July 2012 to June 2014, Chief Information Officer from May 2008 to June 2014, and Senior Vice President of Capabilities Development from July 2006 to May 2008. Before joining Cimpress, Mr. Nelson served as Chief Information Officer at Sapient, where he started in 1993 as a software engineer, then later as vice president before assuming the role of Chief Information Officer in 2001. Mr. Nelson received a Bachelor of Science in Computer Science from Gordon College. Mr. Nelson’s term as a member of our Management Board will expire at our 2015 annual general meeting.
ERNST J. TEUNISSEN,
Executive Vice President and Chief Financial Officer (executive officer)
Mr. Teunissen, age 48, has served as our Executive Vice President and Chief Financial Officer since March 2011. From October 2009 through February 2011, Mr. Teunissen served as our Vice President of Strategy. Before joining Cimpress, Mr. Teunissen was a founder and director of two corporate finance and management consulting firms: Manifold Partners from May 2007 through September 2009 and ThreeStone Ventures Limited from June 2003 through September 2009. From August 1999 to February 2003, Mr. Teunissen served as an executive director in Morgan Stanley’s Investment Banking Division in London. Mr. Teunissen holds a Master of Business Administration degree from the University of Oregon and a Bachelor of Business Administration from Nijenrode University, The Netherlands School of Business. Mr. Teunissen’s term as a member of our Management Board will expire at our 2015 annual general meeting.
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WILHELM ("WILL") G.A. JACOBS,
Senior Vice President, Manufacturing & Supply Chain (not an executive officer)
Mr. Jacobs, age 49, has served as our Senior Vice President, Manufacturing & Supply Chain since June 2014. Mr. Jacobs previously served as our Senior Vice President and General Manager of Columbus, a major engineering and product development program, from July 2013 to June 2014; as Senior Vice President, Manufacturing Supply Chain Operations from July 2012 to June 2013; and as Vice President, Plant Director from May 2011 to December 2012. Before joining Cimpress, Mr. Jacobs served as Vice President, Operations Industrial Adhesives EMEA of Henkel from January 2008 to April 2011. Mr. Jacobs received an Executive MBA at Henly College in the UK, an MSc IT at de Montfort University in the UK, and Bachelor ICT at Hogeschool Breda in the Netherlands. Mr. Jacobs' term as a member of our Management Board will expire at our 2018 annual general meeting.
There are no family relationships among any of the executive officers, supervisory directors, and nominees for supervisory directors of Cimpress. No arrangements or understandings exist between any supervisory director or any person nominated for appointment as a supervisory director and any other person pursuant to which such person is to be selected as a supervisory director or nominee for appointment as a supervisory director.
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CORPORATE GOVERNANCE
Board Structure
We have a two-tiered board structure consisting of a Supervisory Board and a Management Board. The Supervisory Board consists of our independent, non-employee supervisory directors, and the Management Board consists of managing directors who are members of our senior management team. The principal responsibility of the Supervisory Board is to oversee the Management Board and its management of Cimpress and, in so doing, serve the best interests of Cimpress and its stakeholders. The Supervisory Board is accountable to our shareholders. 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 the enterprise. The Management Board is accountable to both the Supervisory Board and our shareholders.
Each of our Supervisory Board and Management Board has its own chairman. The Chairman of our Supervisory Board is Mr. Riley, an independent, non-employee supervisory director, and the Chairman of our Management Board is Mr. Keane, who is also our Chief Executive Officer and President.
Governance Guidelines
We believe that good corporate governance is important to ensure that Cimpress is managed for the long-term benefit of our stakeholders, including but not limited to our shareholders. The Management Board and Supervisory Board have adopted Rules to assist each Board in the exercise of its duties and responsibilities and to serve the best interests of Cimpress and our stakeholders. The Rules for each Board provide a framework for the conduct of each Board’s business.
Among other things, the Rules for the Supervisory Board provide that:
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a majority of the members of the Supervisory Board must be independent directors, except as permitted by Nasdaq rules;
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the independent supervisory directors must meet at least twice a year in executive session;
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supervisory directors have full and free access to management and employees and, as necessary and appropriate, to hire and consult with independent advisors;
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all supervisory directors are expected to participate in a mandatory orientation program and continuing director education on an ongoing basis; and
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at least annually the Nominating and Corporate Governance Committee is required to oversee a self-evaluation of the Supervisory Board to determine whether the Supervisory Board and its committees are functioning effectively.
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Among other things, the Rules for the Management Board provide that:
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the Management Board is responsible for managing Cimpress, including implementing Cimpress' aims and strategy, managing risks, operating the business on a day-to-day basis, and addressing corporate social responsibility issues that are relevant to the enterprise;
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the Management Board is responsible for determining that effective systems are in place for the periodic and timely reporting to the Supervisory Board on important matters concerning Cimpress and its subsidiaries; and
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at least annually the Supervisory Board is required to conduct an evaluation of the Management Board to determine whether the Management Board is functioning effectively.
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You can find our Rules for the Supervisory Board, our Rules for the Management Board, our Code of Business Conduct, our current articles of association, and the current charters for our Audit Committee, Compensation
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Committee and Nominating and Corporate Governance Committee on the Corporate Governance Page in the Investor Relations section of
www.cimpress.com
or by writing to:
Investor Relations
c/o Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
Email: ir@cimpress.com
In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Cimpress. The Dutch Code emphasizes the principles of integrity, transparency, and accountability as the primary means of achieving good corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by “best practice” provisions, and our Management Board and Supervisory Board agree with the fundamental principles of the Dutch Code. However, as a company whose ordinary shares are traded on Nasdaq, we are also subject to the corporate governance rules of The Nasdaq Stock Market and U.S. securities laws, and we may also choose to follow certain market practices that are common for Nasdaq-traded companies. Some of the U.S. corporate governance rules and market practices that we are required to or choose to follow conflict, in whole or in part, with the best practice provisions of the Dutch Code. As a result, we do not apply some of the Dutch best practice provisions. In accordance with the Dutch Code’s compliance principle of “apply or explain,” which permits Dutch companies to be fully compliant with the Dutch Code either by applying the Dutch best practices or by explaining why the company has chosen not to apply certain of the best practices, we have disclosed in our Dutch annual report that accompanies our statutory annual accounts prepared in accordance with Dutch law to what extent we do not apply provisions of the Dutch Code, together with the reasons for those deviations.
Code of Business Conduct
We have adopted a written code of business conduct that applies to our supervisory directors, officers, and employees, a current copy of which is posted on the Corporate Governance Page in the Investor Relations section of our website,
www.cimpress.com
. In addition, we intend to post on our website all disclosures that are required by law or The Nasdaq Stock Market listing standards concerning any amendments to, or waivers from, any provision of the code.
Determination of Independence
Under Nasdaq rules, supervisory directors qualify as “independent directors” only if, in the opinion of our Supervisory Board, they do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a supervisory director. The Supervisory Board has determined that none of its members has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a supervisory director and that all of its members are “independent directors” as defined under Nasdaq’s Marketplace Rules.
In addition, our supervisory directors satisfy the criteria for independence under the Dutch Code.
Oversight of Risk
Under the Rules for the Supervisory Board, our Supervisory Board is responsible for reviewing the integrity of our internal control and management information systems, the main risks of our business, and the design and effectiveness of our internal risk management and control systems. As set forth in its charter, our Audit Committee assists the Supervisory Board in its review and oversight of risk by reviewing our policies with respect to risk assessment and risk management, including the guidelines and policies that govern the process by which our exposure to risk is handled. The Supervisory Board and Audit Committee regularly discuss with management our major risk exposures, their potential impact on Cimpress, and the steps we take to manage them.
In addition, based on an internal risk assessment, we believe that any risks arising from our compensation programs for our employees are not reasonably likely to have a material adverse effect on Cimpress.
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Supervisory Director Nomination Process
The process that our Nominating and Corporate Governance Committee follows to identify and evaluate candidates for members of our Supervisory Board includes requests to supervisory directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Committee and the Supervisory Board.
In considering whether to recommend any particular candidate for inclusion in the Supervisory Board’s slate of nominees, the Nominating and Corporate Governance Committee applies, among other things, the criteria for nominating supervisory directors set forth as an attachment to the Rules for the Supervisory Board. These criteria include among others the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, absence of any conflicts of interest, and ability to act in the interests of all of Cimpress' stakeholders. In addition, the Rules for the Supervisory Board specify that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law and that the Nominating and Corporate Governance Committee and Supervisory Board should consider the value of diversity on the Supervisory Board. The Committee does not assign specific weights to particular criteria, and no particular criterion other than integrity and good character is a prerequisite for each prospective nominee.
We believe that the backgrounds and qualifications of our supervisory directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Supervisory Board to fulfill its responsibilities. Accordingly, the Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills and backgrounds. During 2014, the Committee engaged MWM Consulting, an international recruiting firm, to assist the Committee in identifying, evaluating, and reaching out to potential candidates for the Supervisory Board.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential candidates for the Supervisory Board by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our ordinary shares for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Chief Legal Officer, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421 USA. If appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
If the Supervisory Board does not submit a binding nomination for a supervisory director position, then the shareholders represented at the general meeting may select a nominee. The shareholders may appoint such a nominee as a member of the Supervisory Board by the vote of at least two thirds of the votes cast at the meeting representing more than half of our share capital.
Supervisory Board Meetings and Committees
During fiscal
2014
, our Supervisory Board met four times, and each of our supervisory directors attended 100% of the total number of meetings of the Supervisory Board and the committees of which such director was a member during the period of time he served on such committee. In addition, it is our policy that one or more of our supervisory directors should attend annual general meetings of shareholders to the extent practicable. Six of our supervisory directors attended our 2013 annual general meeting of shareholders, and all seven supervisory directors attended our 2014 annual general meeting of shareholders.
The Supervisory Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees. Each committee has a charter that has been approved by the Supervisory Board, and each committee must review the appropriateness of its charter at least annually. All members of all committees are non-employee supervisory directors, and the Supervisory Board has determined that all of the members of our three standing committees are independent as defined under Nasdaq’s Marketplace Rules.
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Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Overholser, and Riley. Our Supervisory Board has determined that Mr. Gavin qualifies as an “audit committee financial expert” under SEC rules, and all three Audit Committee members meet the SEC’s independence criteria for audit committee members. The Audit Committee’s responsibilities include:
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retaining our independent registered public accounting firm, subject to shareholder ratification and approval;
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approving the compensation of, and assessing (or recommending that the Supervisory Board assess) the independence of, our registered public accounting firm;
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overseeing the work of our independent registered public accounting firm, including the receipt and consideration of certain reports from the firm;
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coordinating the Supervisory Board’s oversight of our internal control over financial reporting, disclosure controls and procedures, and code of business conduct;
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overseeing our internal audit function;
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establishing procedures for the receipt, retention, and treatment of accounting-related complaints and concerns;
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reviewing and approving any related person transactions;
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meeting independently with our independent registered public accounting firm and management; and
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preparing the Audit Committee report included in this proxy statement.
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The Audit Committee met nine times during fiscal
2014
.
Compensation Committee
The current members of the Compensation Committee are Messrs. Overholser (Chair), Gyenes, Olsen, and Thomas. The Compensation Committee’s responsibilities include:
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reviewing and approving, or making recommendations to the Supervisory Board with respect to, the compensation of our Chief Executive Officer and our other executive officers;
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overseeing and administering our cash and equity incentive plans;
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reviewing and making recommendations to the Supervisory Board with respect to supervisory director compensation;
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reviewing and discussing with management the Compensation Discussion and Analysis section of the proxy statement and considering whether to recommend to the Supervisory Board that the Compensation Discussion and Analysis be included in the proxy statement; and
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preparing the Compensation Committee report included in this proxy statement.
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The Compensation Committee met four times during fiscal
2014
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Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. Thomas (Chair), De Cesare, Gyenes, and Riley. The responsibilities of the Nominating and Corporate Governance Committee include:
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identifying individuals qualified to become Supervisory Board members;
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recommending to the Supervisory Board the persons to be nominated for appointment as members of the Supervisory Board and the Management Board and to each of the Supervisory Board’s committees;
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overseeing an annual evaluation of the Supervisory Board, the Management Board and all committees of the Supervisory Board to determine whether each is functioning effectively;
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overseeing succession planning for the Supervisory Board; and
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reviewing and assessing the adequacy of the Rules of the Supervisory Board and of the Management Board.
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The Nominating and Corporate Governance Committee met four times during fiscal
2014
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Report of the Audit Committee
The Audit Committee has reviewed Cimpress' audited financial statements for the fiscal year ended
June 30, 2014
and has discussed these financial statements with Cimpress' management and Ernst & Young LLP, our independent registered public accounting firm for fiscal
2014
.
The Audit Committee has also received from, and discussed with, Ernst & Young LLP various communications that Ernst & Young LLP is required to provide to the Audit Committee, including the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees, as in effect for Cimpress' fiscal year 2014.
Ernst & Young LLP also provided the Audit Committee with the written disclosures and the letter required by PCAOB Rule 3526 (Communicating with Audit Committees Concerning Independence), as modified or supplemented. The Audit Committee has discussed with the independent registered public accounting firm its independence from Cimpress. The Audit Committee also considered whether the provision of other, non-audit related services referred to under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our proxy statement dated October 22, 2014 relating to our
2014
annual general meeting is compatible with maintaining the independence of our registered public accounting firm.
Based on its discussions with, and its review of the representations and information provided by, management and Ernst & Young LLP, the Audit Committee recommended to the Supervisory Board that the audited financial statements be included in Cimpress' Annual Report on Form 10-K for the fiscal year ended
June 30, 2014
.
This Audit Committee Report is not incorporated by reference into any of our previous or future filings with the SEC, unless any such filing explicitly incorporates this Report.
Audit Committee of the Supervisory Board
John J. Gavin, Jr.,
Chairman
George M. Overholser
Richard T. Riley
Certain Relationships and Related Transactions
Policies and Procedures for Related Person Transactions
We have a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the amount involved exceeds $25,000, and a related person has a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. A related person is any person who is or was a Cimpress executive officer or member of our Management Board or Supervisory Board at any time since the beginning of our most recently completed fiscal year, the beneficial holder of more than 5% of any class of our voting securities, or an immediate family member of anyone described in this sentence.
19
All potential related person transactions that we propose to enter into must be reported to our Chief Legal Officer (CLO) or Chief Accounting Officer (CAO), who will determine whether each reported transaction qualifies as a related person transaction. If so, then the CLO and CAO will submit the transaction for review and approval by our Audit Committee. If our CLO and CAO determine that advance approval of a related person transaction by the full Audit Committee is not practicable under the circumstances, then they will submit the transaction to the Audit Committee chair for review and approval, and the full Audit Committee will review and ratify the related person transaction at the next Committee meeting.
In addition, the Audit Committee will review annually any previously approved or otherwise already existing related person transaction that is ongoing in nature to ensure that such related person transaction has been conducted in accordance with the Audit Committee’s previous approval, if any, and that all required disclosures regarding the related person transaction are made.
When considering a proposed related person transaction, the Audit Committee will review and consider, to the extent appropriate for the circumstances:
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•
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the related person’s interest in the related person transaction;
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•
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the approximate dollar value of the amount involved in the related person transaction;
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•
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the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
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•
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whether the transaction was undertaken in the ordinary course of business;
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•
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whether the transaction with the related person is entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;
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•
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the purpose of, and the potential benefits to us of, the transaction; and
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•
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any other information regarding the related person transaction or the related person that would be material to investors in light of the circumstances of the particular transaction.
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The Audit Committee will review all relevant information available to it about the related person transaction. The Audit Committee may approve or ratify the related person transaction only if the Committee determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests. The Committee may, in its sole discretion, impose conditions as it deems appropriate on us or the related person in connection with approval of the related person transaction.
In addition, under Dutch law, any member of our Supervisory Board or Management Board who has a conflict of interest is required to disclose that conflict to the Chairman of the Supervisory Board and to abstain from voting on any resolution involving, or participating in any board discussion of, the conflict.
Related Person Transaction
During fiscal
2014
, there was one related person transaction, as defined under SEC rules: Katryn Blake’s brother-in-law has been an employee of Cimpress since 2007, and he received cash compensation of approximately $175,173 for fiscal 2014. The Audit Committee has reviewed this relationship and concluded that it is not inconsistent with our best interests and does not constitute a conflict of interest.
Communicating with the Supervisory Board
Our Supervisory Board will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. The chair of the Nominating and Corporate Governance Committee, with the assistance of Cimpress' Chief Legal Officer, is primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the other supervisory directors as its members consider appropriate.
20
The chair of the Nominating and Corporate Governance Committee will forward communications to all supervisory directors if the communications relate to substantive matters and include suggestions or comments that he considers to be important for the supervisory directors to know. In general, the chair is more likely to forward communications relating to corporate governance and corporate strategy than communications relating to ordinary business affairs, personal grievances, and matters as to which Cimpress may receive repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to our Supervisory Board should address such communications to:
Supervisory Board
c/o Corporate Secretary
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
21
EXECUTIVE COMPENSATION
As of
June 30, 2014
Although our company name was Vistaprint N.V. during the periods presented in this Executive Compensation section, all references to Vistaprint N.V. have been changed to Cimpress N.V., our new name effective November 14, 2014, consistent with the rest of this proxy statement.
Compensation Discussion and Analysis
Executive Overview
Our success depends on our ability to attract and retain top talent in a competitive marketplace, and to motivate that talent to achieve outstanding short- and long-term performance. Accordingly, our Compensation Committee, which oversees the compensation program of our executive officers, designed an executive compensation program that is intended to:
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•
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provide an overall level of compensation that is competitive with the compensation levels of companies of similar size, complexity, revenue, and growth potential to Cimpress;
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•
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reflect the desired caliber, level of experience, and performance of our executive team; and
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•
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pay commensurate with Cimpress' performance, with total compensation weighted heavily toward performance-based compensation that is tied to operating or stock performance.
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Shareholder engagement.
At our 2011 annual general meeting of shareholders, our shareholders voted in favor of our executive compensation program for fiscal 2011 by a slim margin, with 50.4% of votes cast in favor of the compensation program. By contrast, at our 2012 and 2013 annual general meetings of shareholders, our executive compensation program for each fiscal year received more than 97% approval from our shareholders. We believe that two major contributing factors to this dramatic increase in our shareholder approval levels were the collaborative process in which we reached out to our major shareholders and our decision, based on shareholder feedback at the 2011 annual general meeting, not to provide excess parachute payment tax gross-up provisions in future agreements with our executives, as described below. Based on our shareholders’ feedback in the collaborative outreach process and our compensation philosophy, in fiscal 2012 we redesigned the long-term incentive compensation of our executive officers to emphasize premium-priced share options, as described below. In 2013 and 2014, we conducted similar collaborative processes in which we reached out to our major shareholders to update them on our ongoing executive compensation program, which has not changed significantly from fiscal 2012.
No pay increase for Robert Keane.
For fiscal 2014, the Compensation Committee did not increase Mr. Keane’s compensation over his fiscal 2013 levels in order to maintain his annual cash compensation level at the 50th percentile of our primary peer group as described below.
Pay for performance.
The total compensation package for our executive officers is weighted heavily toward compensation based on Cimpress' operating and share price performance. For fiscal
2014
, our Chief Executive Officer had 92% of his total compensation at risk through our cash and equity incentive programs, including an annualized portion of his multi-year, premium-priced share options. Our annual and long-term cash incentive programs are dependent on Cimpress' revenue and earnings per share performance, while our equity incentive programs are dependent on the performance of our share price. Attainment of the annual and long-term cash incentives are based on financial goals that the Compensation Committee believes are highly challenging, but achievable. For fiscal 2014, the annual cash incentive payout, as calculated under the executive officers' award agreements, would have been 106.9%, but the Committee determined that Cimpress' overall performance in 2014 did not support that payout. Therefore, the Committee exercised its negative discretion to reduce the percentage to 98.2%, which was the same payout percentage for the 2014 bonuses paid to Cimpress' non-executive employees and which the Committee believes better reflects the company's performance.
Redesign of our long-term compensation program.
Based on our pay-for-performance compensation philosophy, feedback from the Committee’s independent compensation consultant (Towers Watson), and our shareholders’ suggestions from the outreach process described above, the Compensation Committee redesigned the long-term incentive component of our executive compensation program in late fiscal 2012. As a result of this redesign, we
22
granted to our executive officers multi-year, premium-priced share options designed to increase the emphasis on Cimpress' long-term performance and our growth strategy using share price as the primary performance metric, and we did not grant any long-term cash incentive awards to our executive officers for fiscal 2013 or 2014. The Compensation Committee believes that the premium-priced share options provide strong alignment of performance-based compensation with long-term shareholder value creation, significant downside risk for the executives if Cimpress performs poorly, and significant upside potential if Cimpress performs well, through the following features:
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•
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The options have an exercise price of $50.00 per share, which was significantly higher than the closing price of Cimpress' ordinary shares on Nasdaq on the grant dates.
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•
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Robert Keane, our Chief Executive Officer, has an additional share price hurdle before he can realize any returns from his premium-priced options, which is that, in addition to the vesting schedule described below, he can exercise his options only on dates when the high price per share of Cimpress' ordinary shares on Nasdaq is at least $75.00.
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•
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To emphasize long-term performance, the options vest over seven years. They have an eight-year term.
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Our Supervisory Board has passed resolutions that, until fiscal 2016 at the earliest, Cimpress shall not grant any additional long-term incentive award in any form (including equity or long-term cash awards) to Mr. Keane or any additional share options to our other current executive officers.
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Discontinuation of certain pay practices.
Some of our major shareholders consider the inclusion of excess parachute payment tax gross-up provisions in our executive retention agreements with our executives to be a problematic pay practice. Accordingly, our Compensation Committee decided that, after August 1, 2012, we will no longer include such tax gross-up provisions in the executive retention agreements that we enter into with our future executives.
Compensation Committee Approach
In determining the compensation of our executive officers, our Compensation Committee takes into account the analysis and recommendations of the Committee’s independent compensation consultant (currently Towers Watson), data from the “primary” comparison peer group described below, published compensation survey data, and detailed tally sheets summarizing our executive officers’ current and historical compensation. The Compensation Committee generally seeks to pay our executives total compensation (including base salary, annual cash incentive, and long-term incentive awards) at the 75th percentile of our primary peer group for extraordinary performance and then applies its own discretion to take into account any other factors it may deem relevant in any given fiscal year, such as general economic conditions, the internal equity of compensation among our executives, each executive’s experience and role, and individual performance. The Committee does not assign specific weights to particular factors but considers them together in determining compensation. The Committee also reviews forecasts of compensation trends that may be applicable to us in the future using a second “aspirational” comparison peer group that assumes annual revenues, industry, growth rates, and market capitalizations comparable to Cimpress in the future if Cimpress were to achieve its current business objectives.
With Towers Watson’s assistance, our Compensation Committee engages in a rigorous process each year to develop a “primary” comparison peer group consisting of publicly traded firms that have characteristics that are currently comparable to Cimpress or comparable to where Cimpress expects to be in the near future. Through a multi-step process, the Committee considers a robust number of companies for inclusion in our peer group, including the consideration of, among other attributes, each company’s ownership structure, industry groupings (including Global Industry Classification Standards), annual revenue, and other financial metrics, as well as comparable companies identified on the Dow Jones and Institutional Shareholder Services lists. For fiscal 2014, the initial financial criteria for the primary comparison peer group included annual revenue in the range of $1.1 billion to $3.0 billion, and market capitalization between $1.5 billion and $4.0 billion. The Compensation Committee also considered companies with high growth and in the same general industry as Cimpress. Each year, the Compensation Committee updates the peer group selection criteria and the members of the primary peer group to add new companies that meet the criteria and remove companies that no longer meet the criteria or that were acquired or ceased doing business. For fiscal
2014
, the primary peer group consisted of the following 23 companies:
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Acxiom Corporation
|
DST Systems Inc.
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Logitech International SA
|
TIBCO Software Inc.
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AOL Inc.
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Genpact Ltd.
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Open Text Corporation
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Total Systems Services Inc.
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Cadence Design Systems Inc.
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Global Payments Inc.
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PTC Inc.
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ValueClick Inc.
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Compuware Corporation
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IAC/InterActiveCorp.
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Sapient Corporation
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VeriFone Systems, Inc.
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CoreLogic, Inc.
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Jack Henry & Associates Inc.
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Sohu.com Inc.
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Zebra Technologies Corporation
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Deluxe Corporation
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Lender Processing Services Inc.
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Solera Holdings Inc.
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The Compensation Committee engages independent compensation consultants and manages the relationship with these firms. During fiscal 2014, Towers Watson, the Committee's compensation consultant, provided the following services to Cimpress and the Compensation Committee:
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•
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Competitive analysis and recommendations to the Compensation Committee with respect to the compensation of our executive officers;
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•
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Competitive analysis and recommendations to our Compensation Committee and Chief Executive Officer with respect to the compensation of some of our employees who are not executive officers;
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•
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Detailed equity utilization analysis comparing the number of shares that Cimpress grants per year pursuant to equity compensation awards and the number of shares subject to outstanding equity compensation awards and available for grant under our equity compensation plans with both our primary and aspirational peer groups, to assist the Compensation Committee in setting our practices of granting equity to our employees;
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•
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Consulting on a job leveling solution, including providing Cimpress with job evaluation technology and supporting tools; and
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•
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The development of a competitive core benefit plan offering for our London office.
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During fiscal 2014, Cimpress paid Towers Watson approximately $156,135 in fees for services relating to the compensation of our executives and approximately $357,900 for the other services described above. The Compensation Committee took these fees into account when assessing Towers Watson's independence and determined that Towers Watson was independent during fiscal 2014.
Compensation Components for Executives
The principal elements of our compensation program for our executive officers are the following:
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•
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Base salary
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•
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Annual cash incentive awards, which reward executives based on Cimpress' achievement of financial performance goals for the current fiscal year
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•
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Long-term incentive awards, which may include long-term cash incentives, share options, and restricted share units, which reward executives based on Cimpress' achievement of longer term financial objectives and the creation of value for our shareholders as reflected in our share price
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•
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Standard health and welfare benefits that are applicable to all of our employees in each executive’s geographic location
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•
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Expatriate benefits for our executives who are assigned to work in geographic locations outside of their home countries
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In addition, we have severance and change in control arrangements with our executives.
Under our pay-for-performance philosophy, the compensation of our employees at higher levels in the organization is generally more heavily weighted towards variable compensation based on our performance, and base salary generally accounts for a smaller portion of these employees’ total compensation packages. Conversely,
24
employees at lower levels in the organization generally receive more of their compensation in the form of base salary and less in the form of variable compensation. In accordance with this philosophy, the Compensation Committee initially allocates the compensation of our executive officers within the percentiles listed below, and then may use its discretion to adjust each executive officer’s compensation to reflect other factors such as general economic conditions, the internal equity of compensation among our executives, and the executive’s experience, role, and performance.
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Base salary of Mr. Keane, our Chief Executive Officer, at the 25th percentile of our primary peer group
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•
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Base salaries of our other executive officers at the 35th - 40th percentile of our primary peer group and published compensation surveys
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•
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Annual cash compensation (base salary and annual cash incentive) of all executive officers including Mr. Keane at the 50th percentile of our primary peer group and published compensation surveys
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•
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Total compensation (base salary, annual cash incentive, and long-term incentive awards) of all executive officers including Mr. Keane at the 75th percentile of our primary peer group and published compensation surveys
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Base Salary
For fiscal 2014, the Compensation Committee did not increase Mr. Keane’s cash compensation, consisting of base salary and an annual cash incentive award, over his fiscal 2013 levels in order to maintain his annual cash compensation level at the 50th percentile of our primary peer group as described above. The Compensation Committee increased our other named executive officers’ salaries by 3-8% from fiscal
2013
to fiscal
2014
to maintain their salaries at the 35th - 40th percentile of our primary peer group and published compensation surveys and also to reflect each executive’s performance and internal equity with other Cimpress executives. You can find more information on our named executive officers’ salaries in the Summary Compensation Table below.
Looking ahead to fiscal
2015
, the Compensation Committee decided not to increase the cash compensation, consisting of base salary and annual cash incentive awards, of Mr. Keane or any of our other named executive officers over their fiscal 2014 levels as part of our efforts to keep our costs within our budget for fiscal 2015 and also because the Committee believes that the executives' compensation is competitive at the current levels.
Annual Cash Incentive Awards
The Compensation Committee grants annual cash incentive awards to our executive officers to provide an incentive to executives to achieve financial goals that are tied to the current fiscal year. For fiscal 2014, the Compensation Committee changed the balance between revenue performance and earnings per share, or EPS, performance in the annual cash incentives to reflect Cimpress' strategic goal to grow its revenue while maintaining profitability: In fiscal 2014 the annual cash incentive awards were based 70% on Cimpress' achievement of full-year constant currency revenue goals and 30% on Cimpress' achievement of full-year EPS goals determined by the Compensation Committee based on our annual budget approved by the Supervisory Board, while the fiscal 2013 awards placed more emphasis on revenue goals, with a 90/10 split between revenue and EPS. For purposes of calculating these annual incentives, the Compensation Committee defines “constant currency revenue” as consolidated net revenue for Cimpress and its subsidiaries for the fiscal year, adjusted to use the same currency exchange rates as set forth in Cimpress' budget for the fiscal year. “Earnings per share” is defined as EPS on a diluted basis for the results of Cimpress' operations on a consolidated basis for the fiscal year, calculated in accordance with U.S. GAAP with some exclusions for income or expenses relating to certain specific events that the Committee believes would introduce inaccurate reflections of management-driven performance.
The fiscal 2014 performance goals set by the Compensation Committee for our executive officers' annual cash incentive awards were constant currency revenue of $1,292,126,992 and EPS of $1.62 - $1.78 (calculated using $1.70 as the target). The Compensation Committee believed that the fiscal 2014 goals were highly challenging but achievable. As set forth in the fiscal
2014
annual award agreements with our executive officers, the actual amount to be paid for the annual cash incentives was a percentage of the fiscal
2014
target award for each executive, listed in the table below, where the payout percentage equals the greater of:
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(x)
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-5.6667 + (4.6667 X Revenue Percentage) + (2.0000 X EPS Percentage); or
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(y)
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-14.7895 + (11.0526 X Revenue Percentage) + (4.7368 X EPS Percentage)
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The Revenue Percentage and EPS Percentage were calculated by dividing the actual amounts for the fiscal year by the revenue and EPS goals described above. If either (1) Cimpress' actual constant currency revenue for fiscal
2014
were less than 92.5% of the goal, or (2) actual adjusted EPS for fiscal 2014 were less than 80% of the goal, then the total annual cash incentive payout would be zero even if the other goal were achieved. The fiscal
2014
payout percentage was capped at a maximum of 200%.
As calculated under the fiscal
2014
annual cash incentive awards, Cimpress' constant currency revenue was $1,254,600,410, which was below the constant currency revenue goal of $1,292,126,992 described above, and its EPS was $1.84, which was an overachievement of the EPS goal of $1.62 - $1.78 described above. Based on the 70/30 weighting of these two goals and in accordance with the formula set forth above, this level of achievement would have yielded a payout percentage of 106.9% of the executives’ targets. However, after considering Cimpress' 2014 performance as a whole, including a number of non-recurring factors that impacted the company's financial results, such as the positive revenue contributions of the company's 2014 acquisitions as well as their dilutive impact to net income, the write down of the Namex Limited investment, and the impact of job eliminations and an office closure, the Compensation Committee concluded that the company's performance did not support a payout of 106.9%. Therefore, the Committee exercised its negative discretion to reduce the payout percentage for the 2014 annual cash incentive awards to 98.2%, which was the same payout percentage calculated for the 2014 bonuses paid to Cimpress' non-executive employees and which the Committee believes appropriately reflects the company's performance.
The Compensation Committee set Mr. Keane’s fiscal
2014
target annual incentive at a level to maintain his annual cash compensation (base salary plus annual cash incentive) at the 50th percentile of our primary peer group. The Compensation Committee determined the fiscal
2014
target annual incentives of our other executive officers based on its philosophy of setting their annual cash compensation at the 50th percentile of our primary peer group and published compensation surveys, and also to reflect each executive’s performance and internal equity with other Cimpress executives. The following table sets forth the target annual cash incentive awards for our named executive officers and the actual payouts on those awards for fiscal
2014
.
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Name
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Target Annual
Incentive |
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Actual Annual
Incentive Paid |
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Robert S. Keane
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€
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756,000
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€
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742,392
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Katryn S. Blake
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$
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335,000
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$
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328,970
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Donald R. Nelson
|
$
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220,000
|
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$
|
216,040
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Ernst J. Teunissen
|
€
|
265,000
|
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€
|
260,230
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Hauke K.U. Hansen (1)
|
CHF 100,000
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CHF 98,200
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||
(1)
Dr. Hansen is no longer an executive officer effective in June 2014.
Long-Term Incentive Program
Our long-term incentive program is designed to focus our executives and employees on long-term performance and value creation for the company and our shareholders. The Compensation Committee, with recommendations from our independent compensation consultant, determines the mix among our three long-term incentive vehicles - which may include share options, restricted share units, and long-term cash incentives - for our executives and employees.
Share Options and Restricted Share Units for Executives
The Compensation Committee believes that granting equity awards is an effective way to motivate our executives to manage the company in a manner that is consistent with the long-term interests of both the company and our shareholders, with equity awards generating greater returns for our executives and employees as our share price increases. Our share options and restricted share units also provide us with an important retention tool, as the equity grants vest over a multiple-year period only if the executive continues to be employed by us on each vest date.
As part of the Compensation Committee’s redesign of our long-term executive compensation program in fiscal 2012, which involved the grant to our executive officers of multi-year, premium-priced share option awards, our
26
Supervisory Board adopted 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. Accordingly, in fiscal 2014 we did not grant any new share options to any of our executive officers, and we did not grant any restricted share units to Mr. Keane. Our executive officers other than Mr. Keane received restricted share units that vest over four years. Each unit that vests is automatically converted into an ordinary share of Cimpress on a one-to-one basis.
In general, we grant equity awards to our executive officers annually at the regularly scheduled meeting of the Compensation Committee held in the fourth quarter of each fiscal year. Accordingly, grants made in fiscal
2014
were approved at the May 2014 Compensation Committee meeting. We typically grant equity awards to employees who are not executive officers during our first fiscal quarter after the conclusion of our annual performance review cycle.
Long-Term Cash Incentive Compensation
The Compensation Committee did not grant any new long-term cash incentive awards to our executive officers in fiscal
2014
, in keeping with the 2012 redesign of our long-term incentive program to emphasize premium-priced share options. In the past, the Compensation Committee has granted long-term cash incentive awards to reflect our pay-for-performance culture and philosophy, enhance our ability to manage the number of shares available under our equity compensation plans, and balance the focus on share price appreciation created through equity awards with cash awards based on the achievement of financial metrics that drive long-term company and shareholder value creation. Long-term cash incentive awards granted during previous fiscal years were payable for fiscal
2014
based on fiscal
2014
performance goals.
Each long-term cash incentive award granted in previous fiscal years has a performance cycle of four fiscal years, and each executive officer is eligible to receive 25% of his or her total award for each fiscal year in the performance cycle. At the beginning of each four-year performance cycle, the Compensation Committee developed performance goals for each fiscal year within that specific cycle. Our named executive officers' outstanding long-term cash incentive awards were granted in fiscal years 2011 and 2012 with performance goals based on Cimpress' achievement of EPS targets for each of the four fiscal years that followed, expressed as:
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a lowest (minimum) EPS dollar value for each fiscal year corresponding to a percentage payout of 50% of each executive’s target for that year,
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•
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a medium EPS dollar value for each fiscal year corresponding to a percentage payout of 100% of each executive’s target for that year, and
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a highest (stretch goal) EPS dollar value corresponding to a percentage payout between 130% and 250% (depending on the year) of each executive’s target for that year.
|
“Earnings per share” is defined as EPS on a diluted basis for the results of Cimpress' operations on a consolidated basis for the fiscal year, calculated in accordance with U.S. GAAP with some exclusions for income or expenses relating to certain specific events that the Committee believes do not accurately reflect management-driven performance. We measure performance on an annual basis and make payments for each fiscal year in the performance cycle based on the level of goal achievement for that fiscal year.
If Cimpress' adjusted EPS is less than the lowest (minimum) goal for a fiscal year, then our executive officers receive no payout for that performance period. If Cimpress' adjusted EPS is equal to or higher than the highest (stretch) EPS goal, then our executives receive the percentage payout for achievement of the highest EPS goal. If Cimpress' adjusted EPS is greater than or equal to the lowest EPS goal but less than the EPS highest goal for a performance period, then the percentage payout for that performance period is equal to:
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•
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the payout threshold percentage for the highest EPS target achieved with respect to the applicable performance period, plus
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•
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a number calculated as follows: (A) a percentage equal to a fraction, the numerator of which equals the amount by which adjusted EPS exceeded such applicable EPS goal and the denominator of which equals the difference between the next highest EPS goal that was not achieved and the highest EPS goal achieved, multiplied by (B) the difference between the payout threshold percentage for the next highest EPS goal that was not achieved and the payout threshold percentage for the highest EPS goal achieved.
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Long-Term Cash Incentives Relating to Fiscal
2014
Performance
Each of our named executive officers had two outstanding long-term cash incentive awards described below:
2011-2014 Awards Granted in Fiscal 2011.
Under the long-term cash incentive awards that the Compensation Committee granted in fiscal 2011, each named executive officer is eligible to receive 25% of his or her total award for each of our fiscal years ending June 30, 2011, 2012, 2013 and 2014 based on our achievement of EPS goals for each fiscal year. The EPS goals for the 2011-2014 awards were determined before July 2011 when we launched a strategy that included increased investments in our business that we expected to result in lower EPS. The Compensation Committee decided not to reduce the fiscal 2014 EPS goals in the 2011-2014 awards to accommodate this investment strategy. As calculated under these 2011-2014 awards, our adjusted EPS for fiscal 2014 was $1.93, which was below the lowest EPS goal for fiscal 2014 of $2.23 under these awards. Accordingly, the executive officers were not eligible for any payment for 2014 under the awards.
2012-2015 Awards Granted in Fiscal 2012.
Under the long-term cash incentive awards that the Compensation Committee granted in fiscal 2012, each named executive officer is eligible to receive 25% of his or her total award for each of our fiscal years ending June 30, 2012, 2013, 2014, and 2015 based on our achievement of EPS goals for each fiscal year. As set forth in the 2012-2015 award agreements with our executive officers, our EPS goals for fiscal 2014 were as follows:
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•
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Our lowest EPS goal for fiscal 2014 was $1.85, which would have resulted in a payout of 50% of the named executive officers’ targets for that year;
|
|
•
|
Our medium EPS goal was $2.31, which would have resulted in a payout of 100% of the named executive officers’ targets for that year; and
|
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•
|
Our highest EPS goal was $2.77, which would have resulted in a payout of 200% of the named executive officers’ targets for that year.
|
As calculated in accordance with this award, our adjusted EPS for fiscal 2014 was $2.34, which was $1.06 higher than our $1.28 EPS calculated in accordance with U.S. GAAP. The Compensation Committee calculated the adjusted EPS in accordance with the long-term cash incentive awards of our executive officers by excluding from our U.S. GAAP EPS: (1) $0.39 of net losses, expenses, and amortization realized in fiscal 2014 relating to our acquisitions of AlbumPrinter Holding B.V. and Webs, Inc. in fiscal 2012, People & Print Group and Pixartprinting in fiscal 2014, and transaction fees associated with our fiscal 2015 acquisition of FotoKnudsen and minority investment in Printi LLC in Brazil; (2) $0.43 of losses and expenses relating to our minority investment in Namex Limited, as well as the write down of that investment in fiscal 2014; (3) $0.10 of share-based compensation expense relating to the premium-priced share options granted to our executives and management team; (4) $0.05 of costs related to our joint venture in Japan; (5) $0.06 of impact from job eliminations; and (6) $0.03 of unrealized losses from currency hedges and the currency impact on intercompany loans. This adjusted EPS of $2.34 was above the medium EPS goal and below the highest EPS goal under these 2012-2015 awards, so we paid 106.5% of target levels to our named executive officers based on the formula set forth in their agreements, as follows:
|
2012-2015 Awards
|
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|
Name
|
Target Fiscal 2014 Incentive
($)
|
Actual Fiscal 2014 Incentive Paid
($)
|
|||||
|
Robert S. Keane
|
$
|
142,500
|
|
|
$
|
151,763
|
|
|
Katryn S. Blake
|
93,750
|
|
|
99,844
|
|
||
|
Donald R. Nelson
|
75,000
|
|
|
79,875
|
|
||
|
Ernst J. Teunissen
|
93,750
|
|
|
99,844
|
|
||
|
Hauke K.U. Hansen (1)
|
41,250
|
|
|
43,931
|
|
||
(1)
Dr. Hansen is no longer an executive officer effective in June 2014.
Benefit Programs
The Compensation Committee believes that all employees based in the same geographic location should have access to similar levels of health and welfare benefits, and therefore our executive officers receive the same health and welfare benefits, including medical, dental, vision, and disability plans, group life and accidental death and disability insurance and other benefit plans, as those offered to other employees in their location. U.S. based
28
employees may also participate in a 401(k) plan that provides a company match of up to 50% on the first 6% of the participant’s eligible compensation that is contributed, subject to certain limits under the United States Internal Revenue Code of 1986, or US Tax Code, with company matching contributions vesting over a four-year period. We also provide customary pension plans to our European employees, including a pension plan for our employees in Switzerland, including Dr. Hansen, that complies with the requirements of Swiss law. Cimpress and each Swiss employee contribute to the Swiss pension plan on a sliding scale based on each employee’s age from 7% to 18% of the employee’s salary, with the employee contributing 33% of such amount and Cimpress contributing 67%.
Perquisites
In general, executives are not entitled to benefits that are not otherwise available to all other employees who work in the same geographic location. We do, however, from time to time enter into arrangements with some of our named executive officers to reimburse them for living and relocation expenses relating to their work outside of their home countries. You can find more information about these arrangements in the Summary Compensation Table of this proxy statement.
Severance
When Hauke Hansen's employment with Cimpress was terminated, we terminated the executive retention agreement Dr. Hansen entered into with us dated June 18, 2012 and entered into a separation agreement dated June 30, 2014 with him providing for the following payments and benefits subject to his satisfaction of certain severance conditions:
|
•
|
A cash severance payment in the aggregate amount of CHF 491,813
|
|
•
|
Cash payouts of Dr. Hansen’s annual and long-term cash incentive awards for fiscal year 2014, as set forth in the sections of this CD&A entitled "Annual Cash Incentive Awards" and "Long-Term Cash Incentives Relating to Fiscal 2014 Performance," in the same amounts that he would have received if he had remained an employee of Cimpress
|
|
•
|
The acceleration of the vesting of Dr. Hansen’s restricted share units and share options that would have vested between July 1, 2014 and December 31, 2014
|
|
•
|
A lump-sum pension plan contribution in the gross amount of CHF 53,617
|
|
•
|
Payment of Dr. Hansen’s expenses for the preparation and filing of his calendar year 2014 Dutch tax filing
|
|
•
|
A cash payment of CHF 10,000 as consideration for Dr. Hansen's non-competition and non-solicitation agreement
|
We deducted from the payments and benefits paid pursuant to the separation agreement all applicable tax and social security withholdings, as well as Dr. Hansen’s reimbursement obligation to Cimpress for his Swiss tax liabilities. After netting these deductions against the payments and benefits to which Dr. Hansen was entitled under the separation agreement, Dr. Hansen paid us approximately CHF 22,000 in satisfaction of his reimbursement obligation.
Executive Retention and Other Agreements
We have entered into executive retention agreements with all of our executive officers. Under the executive retention agreements, if we terminate an executive officer’s employment without cause (as defined in the agreements) or the executive terminates his or her employment for good reason (as defined in the agreements) before a change in control of Cimpress or within one year after a change in control (as defined in the agreements), then the executive is entitled to receive:
|
•
|
A lump sum severance payment equal to two years’ salary and bonus, in the case of Mr. Keane, or one year’s salary and bonus, in the case of the other executive officers. These severance payments are based on the executive’s then current base salary plus the greater of (1) the target bonus for the then current fiscal year, or (2) the target bonus for the then current fiscal year multiplied by the average actual bonus payout percentage for the previous three fiscal years.
|
|
•
|
With respect to any outstanding annual incentive award under our Performance Incentive Plan, a pro rata portion, based on the number of days from the beginning of the then current fiscal year until the date of termination, of his or her target incentive for the fiscal year multiplied by the average actual payout percentage for the previous two fiscal years. If there is no change in control of Cimpress during the fiscal year, this pro rata
|
29
portion is capped at the actual amount of annual incentive that the executive would have received had he or she remained employed by Cimpress through the end of the fiscal year.
|
•
|
With respect to any outstanding multi-year award under our Performance Incentive Plan, a pro rata portion, based on the number of days from the beginning of the then current performance period until the date of termination, of his or her mid-range target incentive for the then current performance period multiplied by the average actual payout percentage for the previous two fiscal years. If there is no change in control of Cimpress during the applicable performance period, this pro rata portion is capped at the actual amount of incentive for the performance period that the executive would have received had he or she remained employed by Cimpress through the end of the performance period.
|
|
•
|
The continuation of all other employment-related benefits for two years after the termination in the case of Mr. Keane, or one year after the termination in the case of our other executive officers.
|
The executive retention agreements also provide that, upon a change in control of Cimpress, all equity awards granted to each executive officer will accelerate and become fully vested; each executive’s multi-year incentive awards under our Performance Incentive Plan will accelerate such that the executive will receive the mid-range target bonus for the then current performance period and each performance period after the change in control; and each executive will receive a pro rata portion, based on the number of days in the fiscal year before the change in control, of his or her target annual incentive award for that fiscal year.
In addition, if after a change in control Cimpress' successor terminates the executive without cause, or the executive terminates his or her employment for good reason (as defined in the agreements), then each of the executive’s equity awards remains exercisable until the earlier of one year after termination or the original expiration date of the award. If an executive is required to pay any excise tax pursuant to Section 280G of the US Tax Code as a result of compensation payments made to him or her, or benefits obtained by him or her (including the acceleration of equity awards), resulting from a termination or change in ownership or control of Cimpress, we are required to pay the executive an amount, referred to as a gross-up payment, equal to the amount of such excise tax plus any additional taxes attributable to such gross-up payment. However, if reducing the executive’s compensation payments by up to $50,000 would eliminate the requirement to pay an excise tax under Section 280G of the US Tax Code, then Cimpress has the right to reduce the payment by up to $50,000 to avoid triggering the excise tax and thus avoid providing gross-up payments to the executive. Our Compensation Committee has decided that after August 1, 2012, we will no longer include such excise tax gross-up provisions in the executive retention agreements that we enter into with our future executives.
The following table sets forth information on the potential payments to named executive officers upon their termination or a change in control of Cimpress, assuming that a termination or change in control took place on
June 30, 2014
.
|
Name
|
Cash Payment ($)(1) |
|
Accelerated
Vesting of Share Options ($)(2) |
|
Accelerated
Vesting of Restricted Share Units ($)(3) |
|
Welfare Benefits ($)(4) |
|
Tax Gross-Up Payment ($)(5) |
|
Total ($) |
|||||||
|
Robert S. Keane
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
•
|
Termination Without Cause or With Good Reason
|
3,218,044
|
|
|
—
|
|
|
—
|
|
|
54,194
|
|
|
—
|
|
|
3,272,238
|
|
|
•
|
Change in Control
|
142,500
|
|
|
—
|
|
|
426,934
|
|
|
—
|
|
|
—
|
|
|
569,434
|
|
|
•
|
Change in Control w/ Termination Without Cause or With Good Reason
|
3,360,544
|
|
|
—
|
|
|
426,934
|
|
|
54,194
|
|
|
—
|
|
|
3,841,672
|
|
|
Katryn S. Blake
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Termination Without Cause or With Good Reason
|
700,000
|
|
|
—
|
|
|
—
|
|
|
20,685
|
|
|
—
|
|
|
720,685
|
|
|
•
|
Change in Control
|
93,750
|
|
|
—
|
|
|
2,538,541
|
|
|
—
|
|
|
—
|
|
|
2,632,291
|
|
|
•
|
Change in Control w/ Termination Without Cause or With Good Reason
|
793,750
|
|
|
—
|
|
|
2,538,541
|
|
|
20,685
|
|
|
—
|
|
|
3,352,976
|
|
30
|
Donald R. Nelson
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
•
|
Termination Without Cause or With Good Reason
|
560,000
|
|
|
—
|
|
|
—
|
|
|
20,401
|
|
|
—
|
|
|
580,401
|
|
|
•
|
Change in Control
|
75,000
|
|
|
—
|
|
|
1,731,486
|
|
|
—
|
|
|
—
|
|
|
1,806,486
|
|
|
•
|
Change in Control w/ Termination Without Cause or With Good Reason
|
635,000
|
|
|
—
|
|
|
1,731,486
|
|
|
20,401
|
|
|
—
|
|
|
2,386,887
|
|
|
Ernst J. Teunissen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Termination Without Cause or With Good Reason
|
720,864
|
|
|
—
|
|
|
—
|
|
|
5,321
|
|
|
—
|
|
|
726,185
|
|
|
•
|
Change in Control
|
93,750
|
|
|
—
|
|
|
1,961,663
|
|
|
—
|
|
|
—
|
|
|
2,055,413
|
|
|
•
|
Change in Control w/ Termination Without Cause or With Good Reason
|
814,614
|
|
|
—
|
|
|
1,961,663
|
|
|
5,321
|
|
|
—
|
|
|
2,781,598
|
|
|
Hauke K.U. Hansen (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Termination Without Cause or With Good Reason
|
485,682
|
|
|
—
|
|
|
—
|
|
|
2,680
|
|
|
—
|
|
|
488,362
|
|
|
•
|
Change in Control
|
41,250
|
|
|
—
|
|
|
1,277,727
|
|
|
—
|
|
|
—
|
|
|
1,318,977
|
|
|
•
|
Change in Control w/ Termination Without Cause or With Good Reason
|
526,932
|
|
|
—
|
|
|
1,277,727
|
|
|
2,680
|
|
|
—
|
|
|
1,807,339
|
|
_____________
|
(1)
|
Amounts in this column for Termination Without Cause or With Good Reason represent severance amounts payable under the executive retention agreements, and amounts in this column for Change in Control represent the acceleration of cash incentive awards. The amounts of the incentive awards included in these amounts were calculated based on the target amounts payable if Cimpress had met its targets for the applicable periods. Cash incentive awards that the named executive officers earned as of June 30, 2014 irrespective of a termination without cause or change in control have been excluded. Some of the amounts would be payable to Messrs. Keane and Teunissen in Euros and to Dr. Hansen in Swiss Francs. For purposes of this table, we converted these executive officers’ payments from Euros to U.S. dollars at a currency exchange rate of 1.36012 and from Swiss Francs to U.S. dollars at a currency exchange rate of 1.11651, in each case based on the 30-day average currency exchange rate for June 1-30, 2014, which was the end of our most recent fiscal year.
|
|||||||||||
|
(2)
|
Amounts in this column represent the value of unvested, in-the-money share options that would vest upon the triggering event described in the first column. The value of share options is based on the difference between the exercise price of the options and $40.46 per share, which was the closing price of our ordinary shares on Nasdaq on June 30, 2014, the last trading day of our fiscal year 2014. No unvested, in-the-money share options appear in this table
because all of the executives' unvested options have exercise prices that are higher than $40.46 per share. |
|||||||||||
|
(3)
|
Amounts in this column represent the value of unvested restricted share units that would vest upon the triggering event described in the first column, based on $40.46 per share, which was the closing price of our ordinary shares on Nasdaq on June 30, 2014, the last trading day of our fiscal year 2014.
|
|||||||||||
|
(4)
|
Amounts reported in this column represent the estimated cost of providing employment related benefits (such as insurance for medical, dental, and vision) during the period the named executive officer is eligible to receive those benefits under the executive retention agreements, which is two years for Mr. Keane and one year for the other named executive officers.
|
|||||||||||
|
(5)
|
Amounts in this column are estimates based on a number of assumptions and do not necessarily reflect the actual amounts of tax gross-up payments that the named executive officers would receive. Our Compensation Committee has decided that after August 1, 2012, we will no longer include such tax gross-up provisions in the executive retention agreements that we enter into with our future executives.
|
|||||||||||
|
(6)
|
Dr. Hansen's employment with Cimpress terminated effective June 30, 2014. In connection with his termination, Dr. Hansen's executive retention agreement terminated and was replaced by a separation agreement described in more detail in the section entitled “Severance” above. Under the separation agreement, Dr. Hansen received severance payments, equity acceleration, and other benefits that are different from the hypothetical amounts in this table.
|
|||||||||||
We have also entered into indemnification agreements with our executive officers that provide the executives with indemnification for actions they take in good faith as members of the Management Board.
The Role of Company Executives in the Compensation Process
Although the Compensation Committee manages and makes decisions about the compensation process, the Committee also takes into account the views of our Chief Executive Officer, who makes initial recommendations
31
with respect to executive officers other than himself. Other employees of Cimpress also participate in the preparation of materials presented to or requested by the Compensation Committee for use and consideration at Compensation Committee meetings.
Share Ownership Guidelines
In May 2011, we instituted share ownership guidelines for all of our executive officers and members of our Supervisory Board. The guidelines require our executive officers and supervisory directors to hold Cimpress equity, including ordinary shares they hold directly or indirectly, unvested restricted share units and vested, unexercised, in-the-money share options, with a value, based on the two-year trailing average of the closing prices of Cimpress' ordinary shares on Nasdaq, equal to or greater than a multiple of the executive officer’s annual base salary or the supervisory director’s annual retainer, as follows:
|
•
|
Chief Executive Officer: 5 times annual base salary
|
|
•
|
Other executive officers: 3 times annual base salary
|
|
•
|
Supervisory directors: 5 times Supervisory Board annual cash retainer
|
Each executive officer and supervisory director has until June 30, 2015 to comply with the share ownership guidelines, other than Paolo De Cesare and Eric Olsen who have until March 25, 2017, which is four years from their election as supervisory directors. As of
June 30, 2014
, all executive officers and supervisory directors had met or exceeded their ownership guideline requirement.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the US Tax Code, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer and to each other named executive officer (other than the Chief Financial Officer) whose compensation is required to be reported to our shareholders pursuant to SEC rules by reason of being among our three most highly paid executive officers. This deduction limitation can apply to compensation paid by U.S. subsidiaries of Cimpress. Qualifying performance-based compensation is not subject to the deduction limitation if certain requirements are met.
The Compensation Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the Section 162(m) limitation when it believes that such payments are appropriate and in the best interests of Cimpress and its shareholders, after taking into account business conditions or the officer’s performance. Although the Compensation Committee considers the impact of Section 162(m) when administering Cimpress' compensation plans, it does not make decisions regarding executive compensation based solely on the expected tax treatment of such compensation. As a result, the Compensation Committee has deemed it appropriate at times to forego qualified performance-based compensation under Section 162(m) in favor of awards that may not be fully tax-deductible by Cimpress' subsidiaries.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to the Supervisory Board that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee of the
Supervisory Board
George M. Overholser, Chair
Peter Gyenes
Eric C. Olsen
Mark T. Thomas
32
SUMMARY COMPENSATION TABLES
Summary Compensation Table
The following table summarizes the compensation earned in each of the last three fiscal years or each fiscal year when each individual was serving as an executive officer, whichever is shorter, by:
(i) our principal executive officer;
(ii) our principal financial officer; and
(iii) our other three highest paid executive officers for our fiscal year ended
June 30, 2014
.
Throughout this proxy statement, we refer to the individuals listed in (i) through (iii) above as our named executive officers.
|
Name and Principal Position
|
|
Year
|
|
Salary ($) |
|
Share Awards ($)(1) |
|
Option Awards ($)(1) |
|
Non-Equity
Incentive Plan Compensation ($)(2) |
|
All Other Compensation ($) |
|
Total ($) |
||||||
|
Robert S. Keane(3)
|
|
2014
|
|
581,430
|
|
|
—
|
|
|
—
|
|
|
1,161,505
|
|
|
3,109(5)
|
|
|
1,746,044
|
|
|
President and Chief
|
|
2013
|
|
559,907
|
|
|
—
|
|
|
3,450,821(4)
|
|
|
1,127,579
|
|
|
3,192
|
|
|
5,141,499
|
|
|
Executive Officer
|
|
2012
|
|
509,540
|
|
|
—
|
|
|
17,624,626(4)
|
|
|
906,625
|
|
|
2,548
|
|
|
19,043,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Katryn S. Blake
|
|
2014
|
|
364,231
|
|
|
937,986
|
|
|
—
|
|
|
428,814
|
|
|
546,535(6)
|
|
|
2,277,566
|
|
|
Executive Vice President and
|
|
2013
|
|
344,712
|
|
|
1,004,972
|
|
|
—
|
|
|
425,415
|
|
|
510,294
|
|
|
2,285,393
|
|
|
President, Vistaprint Business Unit
|
|
2012
|
|
330,077
|
|
|
1,172,470
|
|
|
2,680,193(4)
|
|
|
371,250
|
|
|
10,943
|
|
|
4,564,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald R. Nelson
|
|
2014
|
|
339,808
|
|
|
699,981
|
|
|
—
|
|
|
295,915
|
|
|
7,800(7)
|
|
|
1,343,504
|
|
|
Executive Vice President and
|
|
2013
|
|
329,808
|
|
|
649,963
|
|
|
—
|
|
|
309,630
|
|
|
7,650
|
|
|
1,297,051
|
|
|
Chief Operating Officer
|
|
2012
|
|
320,000
|
|
|
749,966
|
|
|
3,480,783(4)
|
|
|
261,000
|
|
|
11,925
|
|
|
4,823,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernst J. Teunissen(3)
|
|
2014
|
|
360,706
|
|
|
699,981
|
|
|
—
|
|
|
453,788
|
|
|
40,804(8)
|
|
|
1,555,279
|
|
|
Executive Vice President
|
|
2013
|
|
320,023
|
|
|
749,996
|
|
|
—
|
|
|
441,530
|
|
|
39,532
|
|
|
1,551,081
|
|
|
and Chief Financial Officer
|
|
2012
|
|
306,309
|
|
|
874,979
|
|
|
4,060,892(4)
|
|
|
363,393
|
|
|
37,449
|
|
|
5,643,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hauke K.U. Hansen(3)(9)
|
|
2014
|
|
373,766
|
|
|
374,963
|
|
|
—
|
|
|
153,573
|
|
|
905,656(10)
|
|
|
1,807,958
|
|
|
former Senior Vice President and Chief Manufacturing Officer
|
|
2013
|
|
347,583
|
|
|
824,958
|
|
|
580,118(4)
|
|
|
152,917
|
|
|
74,002
|
|
|
1,979,578
|
|
_____________
|
(1)
|
|
The amounts reported in these columns represent a dollar amount equal to the grant date fair value of the share awards as computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014.
|
|
|
|
|
|
(2)
|
|
The amounts reported in this column represent the aggregate amounts earned for each such fiscal year under each named executive officer’s annual cash incentive award for that fiscal year and the component of each officer’s long-term cash incentive awards that is attributable to that fiscal year. You can find more information about the amounts paid for fiscal 2014 to each executive officer under his or her annual and long-term cash incentive awards in the Compensation Discussion and Analysis section of this proxy statement.
|
|
|
|
|
|
(3)
|
|
We paid the amounts under “Salary,” “Non-Equity Incentive Plan Compensation,” and “All Other Compensation” to Messrs. Keane and Teunissen in whole or in part in Euros and to Dr. Hansen in whole or in part in Swiss Francs. For purposes of this table, we converted these amounts from Euros to U.S. dollars at a currency exchange rate of 1.36012 and from Swiss Francs to U.S. dollars at a currency exchange rate of 1.11651, in each case based on the 30-day average currency exchange rate for June 1-30, 2014, which was the end of our most recent fiscal year.
|
33
|
(4)
|
|
The value of these share options granted to Ms. Blake and Messrs. Hansen, Nelson, and Teunissen represents the total approximate value of all traditional share options that Cimpress would have granted to these executives over a four-year period, and the aggregate value of Mr. Keane’s share options, which was intended to equal approximately $21,580,700, represents the total approximate value of all long-term incentive awards of any kind that Cimpress would have granted to Mr. Keane over a four-year period. Due to a limitation in our 2011 Equity Incentive Plan that prohibits us from granting awards for more than 1,000,000 shares in any fiscal year to any participant, we divided Mr. Keane’s share option into two parts that were granted separately in each of our fiscal years 2012 and 2013 for purposes of complying with the limitation set forth in the plan: The $17,624,626 amount that appears in Mr. Keane’s fiscal 2012 row of this table represents the first portion of the share option, which was granted on May 4, 2012, and the $3,450,821 amount that appears in Mr. Keane’s fiscal 2013 row of this table represents the balance of the share option that was granted on August 1, 2012. The fiscal 2012 and 2013 dollar amounts do not add up to exactly $21,580,700 because the value of the options was determined as of May 4, 2012, but, as required by SEC rules, the value of the fiscal 2013 portion of the option set forth in the table above is as of August 1, 2012, the grant date of the second portion. Our Supervisory Board has passed resolutions that, until fiscal 2016 at the earliest, Cimpress shall not grant any additional long-term incentive award in any form (including equity or long-term cash awards) to Mr. Keane or any additional share options to Ms. Blake or Messrs. Nelson or Teunissen.
|
||||||||||
|
|
|
|
||||||||||
|
(5)
|
|
This amount represents tax gross-up payments relating to the reimbursement of business travel expenses.
|
||||||||||
|
|
|
|
||||||||||
|
(6)
|
|
$225,492 of this amount represents reimbursements and payments for foreign allowances, children’s tuition and care, home leave, property maintenance, transportation, and cash payout of accrued paid time off in connection with Ms. Blake’s expatriate assignment to our Paris office; $313,566 of this amount represents tax payments and tax gross-up amounts relating to the expatriate payments; and $7,477 of this amount represents our matching contributions under Vistaprint USA’s 401(k) deferred savings plan.
|
||||||||||
|
(7)
|
|
This amount represents our matching contributions under Vistaprint USA’s 401(k) deferred savings retirement plan.
|
||||||||||
|
|
|
|
||||||||||
|
(8)
|
|
This amount represents payments of school tuition for Mr. Teunissen’s children.
|
||||||||||
|
|
|
|
||||||||||
|
(9)
|
|
Dr. Hansen was appointed an executive officer in August 2012, and his employment was terminated on June 30, 2014.
|
||||||||||
|
|
|
|
||||||||||
|
(10)
|
|
$762,753 of this amount represents severance payments in connection with the termination of Dr. Hansen's employment, $119,344 of this amount represents contributions made to our Swiss pension plan for Dr. Hansen, $20,879 of this amount represents car allowance payments, and $2,680 of this amount represents a health allowance.
|
||||||||||
Grants of Plan-Based Awards in the Fiscal Year Ended
June 30, 2014
The following table contains information about plan-based awards granted to each of our named executive officers during the fiscal year ended
June 30, 2014
.
|
|
|
|
All Other
Share Awards: Number of Shares or Share Units |
Grant Date Fair Value of Share Awards
|
|||||||||||||
|
|
|
Estimated Possible Payouts
|
|||||||||||||||
|
|
|
Under Non-Equity Incentive Plan Awards
|
|||||||||||||||
|
|
|
Threshold
|
|
Target
|
Maximum
|
||||||||||||
|
Name
|
Grant Date
|
($)(1)
|
|
($)(2)
|
($)(3)
|
(4)(#)
|
|
($)(5)
|
|||||||||
|
Robert S. Keane
|
9/27/2013(6)
|
—
|
|
|
1,028,251
|
|
2,056,502
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Katryn S. Blake
|
9/27/2013
|
—
|
|
|
335,000
|
|
670,000
|
|
—
|
|
|
—
|
|
||||
|
|
5/14/2014
|
|
|
|
|
|
|
|
23,532
|
|
|
937,986
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Donald R. Nelson
|
9/27/2013
|
—
|
|
|
220,000
|
|
440,000
|
|
—
|
|
|
—
|
|
||||
|
|
5/14/2014
|
|
|
|
|
|
|
|
17,561
|
|
|
699,981
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Ernst J. Teunissen
|
9/27/2013(6)
|
—
|
|
|
360,432
|
|
720,864
|
|
—
|
|
|
—
|
|
||||
|
|
5/14/2014
|
|
|
|
|
|
|
|
17,561
|
|
|
699,981
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Hauke K.U. Hansen (7)
|
9/27/2013(6)
|
—
|
|
|
111,651
|
|
223,302
|
|
—
|
|
|
—
|
|
||||
|
|
5/14/2014
|
|
|
|
|
|
|
|
9,407
|
|
|
374,963
|
|
||||
_____________
34
|
(1)
|
|
The amounts reported in this column represent the amounts that would have been payable under our named executive officers’ annual cash incentive awards if we did not meet our minimum constant currency revenue and EPS targets.
|
||||||||||||||
|
|
|
|
||||||||||||||
|
(2)
|
|
These amounts represent target annual cash incentives for our fiscal year ended June 30, 2014, which were based 70% on our achievement of constant currency revenue targets and 30% on our achievement of EPS targets for fiscal 2014. These amounts represent payments that our named executive officers are eligible to receive under their fiscal 2014 annual cash incentive awards for 100% achievement of our targets for fiscal 2014. You can find more information on the amounts actually paid to our executive officers under their fiscal 2014 annual cash incentive awards above in the Compensation Discussion and Analysis section of this proxy statement.
|
||||||||||||||
|
|
|
|
||||||||||||||
|
(3)
|
|
These amounts represent the maximum amounts that would have been payable under our named executive officers’ annual cash incentive awards for our fiscal year ended June 30, 2014. The payout under our annual cash incentives is capped at 200% of each executive officer’s target amount. In fact, based on our achievement of our targets for fiscal 2014, our executive officers received payments that were less than these amounts. You can find more information on the amounts actually paid to our executive officers under their fiscal 2014 annual cash incentive awards above in the Compensation Discussion and Analysis section of this proxy statement.
|
||||||||||||||
|
|
|
|
||||||||||||||
|
(4)
|
|
The amounts reported in this column represent restricted share units granted under our 2011 Equity Incentive Plan that vest over a period of four years: 25% one year after they are granted and 6.25% per quarter thereafter. As the restricted share units vest, we automatically issue the vested shares to the employee; the employee does not need to exercise them or pay any amount to us for the purchase of the shares.
|
||||||||||||||
|
|
|
|
||||||||||||||
|
(5)
|
|
The amounts reported in this column represent the grant date fair value for each executive officer’s share-based awards computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014.
|
||||||||||||||
|
(6)
|
The estimated amounts in this row would be payable to Messrs. Keane and Teunissen in Euros and to Dr. Hansen in Swiss Francs. For purposes of this table, we converted these estimated incentive payments from Euros to U.S. dollars at a currency exchange rate of 1.36012 and from Swiss Francs to U.S. dollars at a currency exchange rate of 1.11651, in each case based on the 30-day average currency exchange rate for June 1-30, 2014, which was the end of our most recent fiscal year.
|
|||||||||||||||
|
(7)
|
Dr. Hansen is no longer an executive officer effective in June 2014.
|
|||||||||||||||
35
Outstanding Equity Awards at
June 30, 2014
The following table contains information about unexercised share options and unvested restricted share units as of
June 30, 2014
for each of our named executive officers.
|
|
|
Option Awards
|
|
Share Awards
|
|||||||||||||
|
|
|
|
|
Number
|
|
Market
|
|||||||||||
|
|
|
|
|
|
|
|
|
of Shares
|
|
Value of
|
|||||||
|
|
|
Number of
|
|
|
|
|
|
or Share
|
|
Shares or
|
|||||||
|
|
|
Securities
|
|
|
|
|
|
Units
|
|
Share
|
|||||||
|
|
|
Underlying
|
|
Option
|
|
|
|
That
|
|
Units That
|
|||||||
|
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|||||||
|
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|||||||
|
Name
|
|
(#) Exercisable
|
|
(#) Unexercisable
|
|
(1)($)
|
|
Date
|
|
(2)(#)
|
|
(3)($)
|
|||||
|
Robert S. Keane(4)
|
|
700,000
|
|
|
—
|
|
|
12.33
|
|
|
5/31/2015
|
|
|
|
|
|
|
|
|
|
130,050
|
|
|
—
|
|
|
23.31
|
|
|
8/4/2016
|
|
|
|
|
|
|
|
|
|
143,618
|
|
|
—
|
|
|
37.51
|
|
|
5/15/2017
|
|
|
|
|
|
|
|
|
|
333,318
|
|
|
—
|
|
|
34.87
|
|
|
5/2/2018
|
|
|
|
|
|
|
|
|
|
146,028
|
|
|
—
|
|
|
34.25
|
|
|
5/7/2019
|
|
|
|
|
|
|
|
|
|
96,800
|
|
|
—
|
|
|
47.91
|
|
|
5/6/2020
|
|
|
|
|
|
|
|
|
|
78,930
|
|
|
26,310
|
|
|
54.02
|
|
|
5/5/2021
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,224,462(5)
|
|
|
50.00(6)
|
|
|
5/4/2020(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,552
|
|
|
426,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Katryn S. Blake
|
|
6,259
|
|
|
—
|
|
|
23.31
|
|
|
8/4/2016
|
|
|
|
|
|
|
|
|
|
17,478
|
|
|
—
|
|
|
33.47
|
|
|
8/6/2017
|
|
|
|
|
|
|
|
|
|
20,348
|
|
|
2,907
|
|
|
41.02
|
|
|
11/22/2020
|
|
|
|
|
|
|
|
|
|
6,231
|
|
|
2,077
|
|
|
54.02
|
|
|
5/5/2021
|
|
|
|
|
|
|
|
|
|
27,891
|
|
|
120,864
|
|
|
50.00(6)
|
|
|
5/4/2020(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,742
|
|
|
2,538,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald R. Nelson
|
|
10,000
|
|
|
—
|
|
|
22.12
|
|
|
7/31/2016
|
|
|
|
|
|
|
|
|
|
19,333
|
|
|
—
|
|
|
33.47
|
|
|
8/6/2017
|
|
|
|
|
|
|
|
|
|
4,984
|
|
|
1,662
|
|
|
54.02
|
|
|
5/5/2021
|
|
|
|
|
|
|
|
|
|
36,223
|
|
|
156,966
|
|
|
50.00(6)
|
|
|
5/4/2020(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,795
|
|
|
1,731,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernst J. Teunissen
|
|
15,830
|
|
|
3,654
|
|
|
48.89
|
|
|
3/1/2021
|
|
|
|
|
|
|
|
|
|
6,231
|
|
|
2,077
|
|
|
54.02
|
|
|
5/5/2021
|
|
|
|
|
|
|
|
|
|
42,261
|
|
|
183,125
|
|
|
50.00(6)
|
|
|
5/4/2020(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,484
|
|
|
1,961,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hauke K.U. Hansen (7)
|
|
6,594
|
|
|
—
|
|
|
50.00(6)
|
|
|
8/15/2020(6)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________
36
|
(1)
|
|
Except as set forth in footnote 6 below, each share option has an exercise price equal to the fair market value of our ordinary shares on the date of grant and becomes exercisable, so long as the named executive officer continues to be employed with us, as to 25% of the shares subject to the option after one year and 6.25% per quarter thereafter. Except as set forth in footnote 6, each share option expires 10 years after the date on which it was granted.
|
||||||||||||
|
|
|
|
||||||||||||
|
(2)
|
|
So long as the named executive officer continues to be employed with us, each restricted share unit vests, and the vested shares are issued to the named executive officer, over a period of four years: 25% of the shares subject to the unit after one year and 6.25% per quarter thereafter.
|
||||||||||||
|
|
|
|
||||||||||||
|
(3)
|
|
The market value of the restricted share units is determined by multiplying the number of restricted share units by $40.46 per share, which was the closing price of our ordinary shares on Nasdaq on June 30, 2014, the last trading day of our fiscal year 2014.
|
||||||||||||
|
|
|
|
||||||||||||
|
(4)
|
|
All of Mr. Keane’s awards are held by his Trusts.
|
||||||||||||
|
|
|
|
||||||||||||
|
(5)
|
|
Mr. Keane may not exercise his premium-priced options unless our share price on Nasdaq is at least $75.00 on the exercise date. Because the closing price of our ordinary shares on Nasdaq on June 30, 2014, the last trading day of our fiscal year 2014, was $40.46, these options were not exercisable on that date.
|
||||||||||||
|
|
|
|
||||||||||||
|
(6)
|
|
These awards are premium-priced share options with an exercise price that is significantly higher than the closing price of Cimpress' ordinary shares on Nasdaq on the grant dates. The Compensation Committee chose this exercise price in part because it is higher than the highest of the three-, six-, and twelve-month trailing averages of Cimpress' share price on Nasdaq as of the July 28, 2011 public announcement of our growth strategy. The premium-priced share options vest over seven years and have an eight-year term.
|
||||||||||||
|
|
||||||||||||||
|
(7
|
)
|
Dr. Hansen is no longer an executive officer effective in June 2014.
|
||||||||||||
Option Exercises and Shares Vested in the Fiscal Year Ended
June 30, 2014
The following table contains information about option exercises and vesting of restricted share units on an aggregated basis during fiscal 2014 for each of our named executive officers.
|
Option Awards
|
Share Awards
|
|||||||||||
|
Name
|
Number of Shares
Acquired on Exercise (#) |
Value Realized on Exercise (1)($) |
Number of Shares
Acquired on Vesting (#) |
Value Realized on Vesting (2)($) |
||||||||
|
Robert S. Keane
|
150,000
|
|
|
7,911,000
|
|
20,308
|
|
|
1,016,147
|
|
||
|
Katryn S. Blake
|
—
|
|
|
—
|
|
25,863
|
|
|
1,250,775
|
|
||
|
Donald R. Nelson
|
—
|
|
|
—
|
|
17,547
|
|
|
858,444
|
|
||
|
Ernst J. Teunissen
|
—
|
|
|
—
|
|
20,203
|
|
|
972,179
|
|
||
|
Hauke K.U. Hansen (3)
|
—
|
|
|
—
|
|
18,675
|
|
|
865,553
|
|
||
_____________
|
(1)
|
|
Represents the net amount realized from all option exercises during fiscal 2014. In cases involving an exercise and immediate sale, the value was calculated on the basis of the actual sale price. In cases involving an exercise without immediate sale, the value was calculated on the basis of our closing sale price of our ordinary shares on Nasdaq on the date of exercise.
|
||||||
|
|
|
|
||||||
|
(2)
|
|
The value realized on vesting of restricted share units is determined by multiplying the number of shares that vested by the closing sale price of our ordinary shares on Nasdaq on the vesting date.
|
||||||
|
(3)
|
Dr. Hansen is no longer an executive officer effective in June 2014.
|
|||||||
37
COMPENSATION OF SUPERVISORY BOARD MEMBERS
As of
June 30, 2014
The following contains information with respect to the compensation earned by our supervisory directors in the fiscal year ended
June 30, 2014
:
|
Name
|
|
Fees
Earned or Paid in Cash ($) |
|
Share Awards (1)($) |
|
Option Awards (1)($) |
|
Total ($) |
||||
|
Paolo De Cesare
|
|
56,000
|
|
|
109,999
|
|
|
49,976
|
|
|
215,975
|
|
|
John J. Gavin, Jr.
|
|
71,000
|
|
|
109,999
|
|
|
49,976
|
|
|
230,975
|
|
|
Peter Gyenes
|
|
66,000
|
|
|
109,999
|
|
|
49,976
|
|
|
225,975
|
|
|
Eric C. Olsen
|
|
56,000
|
|
|
109,999
|
|
|
49,976
|
|
|
215,975
|
|
|
George M. Overholser
|
|
72,495
|
|
|
109,999
|
|
|
49,976
|
|
|
232,470
|
|
|
Richard T. Riley
|
|
81,000
|
|
|
109,999
|
|
|
49,976
|
|
|
240,975
|
|
|
Mark T. Thomas
|
|
72,495
|
|
|
109,999
|
|
|
49,976
|
|
|
232,470
|
|
|
Louis R. Page(2)
|
26,250
|
|
—
|
|
—
|
|
26,250
|
|
||||
_____________
|
(1)
|
|
The value of the share awards equals their grant date fair value as computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. All share options referenced in this table were granted with an exercise price equal to the closing price of our ordinary shares on Nasdaq on the date of grant.
|
||||||||
|
(2)
|
|
Mr. Page resigned as a director in November 2013.
|
||||||||
Outstanding Equity Awards Held by Supervisory Directors at
June 30, 2014
The following table contains information about unexercised share options and unvested restricted share units as of
June 30, 2014
for each of our supervisory directors.
|
|
|
Option Awards
|
|
Share Awards
|
|||||||||||||
|
|
|
|
|
Number
|
|
Market
|
|||||||||||
|
|
|
|
|
|
|
|
|
of Shares
|
|
Value of
|
|||||||
|
|
|
Number of
|
|
|
|
|
|
or Share
|
|
Shares or
|
|||||||
|
|
|
Securities
|
|
|
|
|
|
Units
|
|
Share
|
|||||||
|
|
|
Underlying
|
|
Option
|
|
|
|
That
|
|
Units That
|
|||||||
|
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|||||||
|
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|||||||
|
Name
|
|
(#) Exercisable
|
|
(#) Unexercisable
|
|
(1)($)
|
|
Date
|
|
(2)(#)
|
|
(3)($)
|
|||||
|
Paolo De Cesare
|
|
2,334
|
|
|
4,670
|
|
|
40.80
|
|
|
4/30/2023
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,566
|
|
|
144,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John J. Gavin, Jr.
|
|
12,018
|
|
|
—
|
|
|
24.32
|
|
|
8/21/2016
|
|
|
|
|
|
|
|
|
|
2,925
|
|
|
—
|
|
|
33.24
|
|
|
11/14/2016
|
|
|
|
|
|
|
|
|
|
2,269
|
|
|
—
|
|
|
46.18
|
|
|
11/2/2017
|
|
|
|
|
|
|
|
|
|
9,548
|
|
|
—
|
|
|
15.94
|
|
|
11/7/2018
|
|
|
|
|
|
|
|
|
|
1,919
|
|
|
—
|
|
|
54.46
|
|
|
11/17/2019
|
|
|
|
|
|
|
|
|
|
2,443
|
|
|
—
|
|
|
40.99
|
|
|
11/12/2020
|
|
|
|
|
|
|
|
|
|
2,241
|
|
|
449
|
|
|
35.77
|
|
|
11/3/2021
|
|
|
|
|
|
|
|
|
|
1,587
|
|
|
1,588
|
|
|
30.30
|
|
|
11/8/2022
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852
|
|
|
155,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
Peter Gyenes
|
|
17,389
|
|
|
—
|
|
|
24.33
|
|
|
2/5/2019
|
|
|
|
|
|
|
|
|
|
1,919
|
|
|
—
|
|
|
54.46
|
|
|
11/17/2019
|
|
|
|
|
|
|
|
|
|
2,443
|
|
|
—
|
|
|
40.99
|
|
|
11/12/2020
|
|
|
|
|
|
|
|
|
|
2,241
|
|
|
449
|
|
|
35.77
|
|
|
11/3/2021
|
|
|
|
|
|
|
|
|
|
1,587
|
|
|
1,588
|
|
|
30.30
|
|
|
11/8/2022
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852
|
|
|
155,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric C. Olsen
|
|
2,334
|
|
|
4,670
|
|
|
40.80
|
|
|
4/30/2023
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,566
|
|
|
144,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George M. Overholser
|
1,462
|
|
|
—
|
|
|
33.24
|
|
|
11/14/2016
|
|
|
|
|
|
|
|
|
|
|
1,324
|
|
|
—
|
|
|
46.18
|
|
|
11/2/2017
|
|
|
|
|
|
|
|
|
|
3,183
|
|
|
—
|
|
|
15.94
|
|
|
11/7/2018
|
|
|
|
|
|
|
|
|
|
1,759
|
|
|
—
|
|
|
54.46
|
|
|
11/17/2019
|
|
|
|
|
|
|
|
|
|
2,443
|
|
|
—
|
|
|
40.99
|
|
|
11/12/2020
|
|
|
|
|
|
|
|
|
|
2,241
|
|
|
449
|
|
|
35.77
|
|
|
11/3/2021
|
|
|
|
|
|
|
|
|
|
1,587
|
|
|
1,588
|
|
|
30.30
|
|
|
11/8/2022
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852
|
|
|
155,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard T. Riley
|
|
10,000
|
|
|
—
|
|
|
4.11
|
|
|
2/1/2015
|
|
|
|
|
|
|
|
|
|
2,925
|
|
|
—
|
|
|
33.24
|
|
|
11/14/2016
|
|
|
|
|
|
|
|
|
|
2,269
|
|
|
—
|
|
|
46.18
|
|
|
11/2/2017
|
|
|
|
|
|
|
|
|
|
9,548
|
|
|
—
|
|
|
15.94
|
|
|
11/7/2018
|
|
|
|
|
|
|
|
|
|
1,919
|
|
|
—
|
|
|
54.46
|
|
|
11/17/2019
|
|
|
|
|
|
|
|
|
|
2,443
|
|
|
—
|
|
|
40.99
|
|
|
11/12/2020
|
|
|
|
|
|
|
|
|
|
2,241
|
|
|
449
|
|
|
35.77
|
|
|
11/3/2021
|
|
|
|
|
|
|
|
|
|
1,587
|
|
|
1,588
|
|
|
30.30
|
|
|
11/8/2022
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852
|
|
|
155,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark T. Thomas
|
|
5,758
|
|
|
—
|
|
|
54.46
|
|
|
11/17/2019
|
|
|
|
|
|
|
|
|
|
2,443
|
|
|
—
|
|
|
40.99
|
|
|
11/12/2020
|
|
|
|
|
|
|
|
|
|
2,241
|
|
|
449
|
|
|
35.77
|
|
|
11/3/2021
|
|
|
|
|
|
|
|
|
|
1,587
|
|
|
1,588
|
|
|
30.30
|
|
|
11/8/2022
|
|
|
|
|
|
|
|
|
|
296
|
|
|
1,480
|
|
|
54.08
|
|
|
11/7/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852
|
|
|
155,852
|
|
_____________
39
|
(1)
|
Each share option has an exercise price equal to the fair market value of our ordinary shares on the date of grant and becomes exercisable at a rate of 8.33% per quarter over a period of three years from the date of grant, so long as the supervisory director continues to serve as a supervisory director on each such vesting date. Each share option expires 10 years after the date on which it was granted.
|
||||||||||||
|
(2)
|
Upon the vesting of each restricted share unit, shares are issued to the supervisory director on a one-to-one basis. Restricted share units issued to supervisory directors before July 1, 2013 vest as to 8.33% of the shares subject to the unit per quarter over a period of three years, so long as the supervisory director continues to serve as a supervisory director on each such vesting date. Restricted share units issued to supervisory directors after July 1, 2013 vest as to 12.5% of the shares subject to the unit per quarter over a period of two years, so long as the supervisory director continues to serve as a supervisory director on each such vesting date.
|
||||||||||||
|
(3)
|
The market value of the restricted share units is determined by multiplying the number of restricted share units by $40.46 per share, which was the closing price of our ordinary shares on Nasdaq on June 30, 2014, the last trading day of our fiscal year 2014.
|
||||||||||||
We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Supervisory Board. When considering our supervisory directors’ compensation, our Compensation Committee considers the significant amount of time that supervisory directors expend in fulfilling their duties to Cimpress, the skill level that we require of members of our Supervisory Board, and competitive compensation data from our peer group.
Fees
We pay our supervisory directors the following fees for their service on our Supervisory Board:
|
All supervisory directors
|
●
|
$34,000 retainer per fiscal year
|
|
|
●
|
$10,000 retainer per fiscal year for each committee of the Supervisory Board on which the director serves
|
|
|
●
|
$3,000 for each regularly scheduled Supervisory Board meeting that the director physically attends
|
|
|
|
|
|
Chairman of the Supervisory Board
|
$15,000 retainer per fiscal year
|
|
|
Chairman of our Audit Committee
|
$15,000 retainer per fiscal year
|
|
|
|
|
|
|
Chairmen of our Compensation Committee and Nominating and Corporate Governance Committee
|
$10,000 retainer per fiscal year
|
|
We also reimburse our supervisory directors for reasonable travel and other expenses incurred in connection with attending meetings of our Supervisory Board and its committees, and we pay for their tax preparation fees and filings for their Dutch income tax returns.
Equity Grants
Share Options.
Upon his or her initial appointment to the Supervisory Board, each supervisory director receives a share option to purchase a number of ordinary shares having a fair value equal to $150,000, up to a maximum of 50,000 shares. On the date of each annual general meeting, each incumbent supervisory director receives a share option to purchase a number of ordinary shares having a fair value equal to $50,000, up to a maximum of 12,500 shares. We grant options to our supervisory directors under our 2005 Non-Employee Directors’ Share Option Plan, as amended, with an exercise price equal to the fair market value of our ordinary shares on the date of grant. The supervisory directors’ options vest at a rate of 8.33% per quarter over a period of three years from the date of grant, so long as the supervisory director continues to serve as a director on each such vesting date, and expire upon the earlier of ten years from the date of grant or three months after the supervisory director ceases to serve as a director.
Restricted Share Units.
On the date of each annual general meeting, in addition to the share option described above, each incumbent supervisory director receives restricted share units having a fair value equal to $110,000 granted under our 2011 Equity Incentive Plan. Restricted share units granted to our supervisory directors after July
40
1, 2013 vest at a rate of 12.5% per quarter over a period of two years from the date of grant, so long as the supervisory director continues to serve as a director on each such vesting date.
For the purposes of determining the number of share options and restricted share units to be granted, we use the fair value of each share option and restricted share unit using a generally accepted equity pricing valuation methodology, such as the Black-Scholes model or binomial method for share options, with such modifications as it may deem appropriate to reflect the fair market value of the equity awards. In fiscal 2014, we used the Black-Scholes model to determine fair market value of share options.
Compensation Committee Interlocks and Insider Participation
During fiscal
2014
, Messrs. Gyenes, Olsen, Overholser, Thomas, and Page served at various times as members of our Compensation Committee. During fiscal
2014
, no member of our Compensation Committee was an officer or employee of Cimpress or of our subsidiaries or had any relationship with us requiring disclosure under SEC rules.
During fiscal
2014
, none of our executive officers served as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that had one or more executive officers serving as a member of our Supervisory Board or Compensation Committee.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of
June 30, 2014
about the securities issued or authorized for future issuance under our equity compensation plans.
Equity Compensation Plan Information
|
Plan Category
|
|
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) |
|
(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
|
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a) |
|
Equity compensation plans approved by shareholders(1)
|
|
3,959,353
|
|
$38.43
|
|
2,752,919(2)
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
3,959,353
|
|
$38.43
|
|
2,752,919(2)
|
_____________
|
(1)
|
|
Consists of our Amended and Restated 2000-2002 Share Incentive Plan, Amended and Restated 2005 Equity Incentive Plan, 2005 Non-Employee Directors’ Share Option Plan, and 2011 Equity Incentive Plan. This column does not include an aggregate of 837,131 shares underlying restricted share units that were unvested as of June 30, 2014.
|
||||
|
|
|
|
||||
|
(2)
|
|
Includes 2,679,921 shares available for future awards under our 2011 Equity Incentive Plan and 72,998 shares available for future awards under our 2005 Non-Employee Directors’ Share Option Plan, as amended. No shares are available for future award under our Amended and Restated 2005 Equity Incentive Plan or Amended and Restated 2000-2002 Share Incentive Plan.
|
||||
41
42
43
TABLE OF CONTENTS