8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________

Form 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 17, 2015

__________________________________________

Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)

__________________________________________

The Netherlands
 
000-51539
 
98-0417483
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
Hudsonweg 8
 
 
Venlo
 
5928 LW
The Netherlands
 
(Zip Code)
(Address of Principal Executive Offices)
 
 
Registrant’s telephone number, including area code: 31-77-850-7700

Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





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

We held our Annual General Meeting of Shareholders on November 17, 2015, at which our shareholders took the following actions on the following proposals. There were 31,402,943 ordinary shares of Cimpress N.V. issued, outstanding, and eligible to vote at the record date of October 20, 2015.

     (1) Our shareholders reappointed Eric C. Olsen to our Supervisory Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2019.
     
(2) Our shareholders reappointed Katryn S. Blake to our Management Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2019.

(3) Our shareholders reappointed Donald R. Nelson to our Management Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2019.

(4) Our shareholders approved our non-binding “say on pay” proposal regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables, and accompanying narrative disclosures in our definitive proxy statement dated October 26, 2015.

(5) Our shareholders adopted our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2015.

(6) Our shareholders discharged the members of our Management Board from liability with respect to the exercise of their duties during the fiscal year ended June 30, 2015.

(7) Our shareholders discharged the members of our Supervisory Board from liability with respect to the exercise of their duties during the fiscal year ended June 30, 2015.

(8) Our shareholders authorized our Management Board, acting with the approval of our Supervisory Board, to repurchase up to 6,500,000 of our issued and outstanding ordinary shares until May 17, 2017.

(9) Our shareholders authorized our Management Board, acting with the approval of our Supervisory Board, until May 17, 2017 to issue ordinary shares or grant rights to subscribe for ordinary shares up to a maximum of (i) 10% of our outstanding share capital at the time of issue for general corporate purposes including but not limited to equity compensation, acquisitions, and financings, and (ii) an additional 10% of our outstanding share capital at the time of issue in connection with our acquisition of all or a majority of the equity or assets of another entity.

(10) Our shareholders authorized our Management Board, acting with the approval of our Supervisory Board, until May 17, 2017 to resolve to exclude or restrict our shareholders’ preemptive rights under Dutch law with respect to ordinary shares and rights to subscribe for ordinary shares.

(11) Our shareholders appointed PricewaterhouseCoopers LLC as our independent registered public accounting firm for the fiscal year ending June 30, 2016.







The voting results for each proposal are as follows:

Proposal
Votes FOR
Votes AGAINST
Abstentions
Broker Non-Votes
1. Reappoint Eric C. Olsen to Supervisory Board
 24,583,859
415,254
4,041,831
2. Reappoint Katryn S. Blake to Management Board
24,745,122
253,991
4,041,831
3. Reappoint Donald R. Nelson to Management Board
24,746,851
252,262
4,041,831
4. Approve executive compensation (non-binding)
24,889,326
90,961
18,826
4,041,831
5. Adopt statutory annual accounts
28,839,585
129,958
71,401
6. Discharge Management Board from liability
28,737,173
224,236
79,535
7. Discharge Supervisory Board from liability
28,751,952
209,492
79,500
8. Authorize repurchase of up to 6,500,000 ordinary shares
22,267,577
2,711,862
19,674
4,041,831
9. Authorize issuance of ordinary shares and rights to subscribe for ordinary shares
24,457,327
401,023
140,763
4,041,831
10. Authorize exclusion or restriction of shareholders' preemptive rights
24,445,873
411,518
141,722
4,041,831
11. Appoint PricewaterhouseCoopers LLP
28,946,977
75,439
18,528







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Date: November 19, 2015
CIMPRESS N.V.
 
 
 
 
By:
/s/Lawrence A. Gold
 
 
Lawrence A. Gold
 
 
Senior Vice President, Chief Legal Officer, and Secretary