SEC Filings

8-K
CIMPRESS N.V. filed this Form 8-K on 11/19/2018
Entire Document
 


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual General Meeting of Shareholders of Cimpress N.V. on November 13, 2018 (the "Meeting"), our shareholders approved the amendment to our 2016 Performance Equity Plan ("2016 Plan") described below. Our Board of Directors administers the 2016 Plan, which allows us to grant performance share units ("PSUs") to our employees, officers, directors (including members of the Board of Directors), consultants, and advisors. Subject to adjustment in the event of stock splits, stock dividends, and other similar events, we may make awards under the 2016 Plan for up to 6,000,000 of our ordinary shares. Under each PSU award granted under the 2016 Plan, one unit represents a right to receive between 0 and 2.5 ordinary shares of Cimpress N.V. upon the satisfaction of both service-based vesting over time and performance conditions relating to the compound annual growth rate ("CAGR") of the three-year moving average of our share price ("3YMA") over a period determined by our Board of Directors.

The amendment to the 2016 Plan approved by our shareholders makes the following changes to the plan:

The number of authorized shares under the 2016 Plan was reduced from 8,000,000 to 6,000,000.

The detailed table in the 2016 Plan mandating the number of shares issuable for each PSU based on the levels of 3YMA CAGR performance no longer applies to Cimpress employees other than Robert Keane (our Chief Executive Officer) and members of our Board of Directors. The amendment to the 2016 Plan gives our Board discretion to determine the measurement dates, 3YMA CAGR performance goals, and payout ratios for PSU awards granted to our team members other than Mr. Keane and members of the Board. This change applies only to future PSU awards, not to awards that we previously granted.

At the Meeting, our shareholders also approved the grant of ordinary share awards ("Share Awards") as severance to the members of our Supervisory Board who were not nominated for appointment to our Board of Directors. Accordingly, on November 13, 2018, we granted 1,500 Cimpress ordinary shares to each of Richard Riley, Mark Thomas, Nadia Shouraboura, and Paolo De Cesare, for a total of 6,000 ordinary shares. These directors did not pay any amount for the Share Awards but are prohibited from selling any of the shares pursuant to the Share Awards for three years from grant.

The foregoing is not a complete description of the 2016 Plan as amended or Share Awards and is qualified by reference to the full text and terms of the 2016 Plan and form of agreement for the Share Awards, which are filed as exhibits to this report and incorporated herein by reference.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Meeting, our shareholders approved the amendment and restatement of our articles of association to replace our two-tier board structure (consisting of a Supervisory Board and a separate Management Board) with a single-tier Board of Directors. Accordingly, on November 14, 2018, we effected the amendment and restatement of our articles by the execution of a notarial deed of amendment making the following changes to our articles:

replacing all references to our Management Board and Supervisory Board with references to our Board of Directors throughout the articles and deleting duplicative provisions
adding provisions for the appointments of executive and non-executive directors to the Board of Directors
adding provisions authorizing the Board of Directors to assign roles and responsibilities to directors, including designating a Chief Executive Officer, Chairman, and Lead Non-Executive Director
making some immaterial, administrative changes to reflect changes in Dutch law and practice

The foregoing is not a complete description of our articles of association as amended and is qualified by reference to the full text and terms of the articles, which are filed as an exhibit to this report and incorporated herein by reference.