SEC Filings

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


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

We held an Annual General Meeting of Shareholders on November 13, 2018. There were 30,909,207 ordinary shares of Cimpress N.V. issued, outstanding, and eligible to vote at the record date of October 16, 2018. The voting results for each proposal are as follows:

Proposal
Votes FOR
Votes AGAINST
Abstentions
Broker Non-Votes
1. Approve amendment of our articles of association
25,605,977
35,193
30,063
3,322,706
2. Appoint Robert S. Keane as an executive director
25,540,883
100,919
29,431
3,322,706
3. Appoint Scott Vassalluzzo as a non-executive director
23,760,881
1,880,540
29,812
3,322,706
4. Appoint Sophie A. Gasperment as a non-executive director
25,420,743
217,908
32,582
3,322,706
5. Appoint John J. Gavin, Jr. as a non-executive director
25,504,360
134,439
32,434
3,322,706
6. Appoint Zachary S. Sternberg as a non-executive director
25,586,972
51,703
32,558
3,322,706
7. Approve executive compensation (non-binding)
24,643,409
990,945
36,879
3,322,706
8. Adopt statutory annual accounts
28,955,464
2,105
36,370
9. Discharge Management Board from liability
25,596,942
9,802
64,489
3,322,706
10. Discharge Supervisory Board from liability
25,597,991
9,850
63,392
3,322,706
11. Authorize repurchase of up to 6,200,000 ordinary shares
22,982,408
2,644,697
44,128
3,322,706
12. Authorize issuance of ordinary shares and rights to subscribe for ordinary shares
25,468,642
198,950
3,641
3,322,706
13. Authorize exclusion or restriction of shareholders' preemptive rights
25,385,568
276,501
9,164
3,322,706
14. Appoint PricewaterhouseCoopers LLP
28,956,922
6,889
30,128
15. Approve remuneration policy
21,044,964
7,907,753
41,222
16. Approve grant of ordinary share awards
16,494,515
9,146,011
30,707
3,322,706
17. Approve amendment to 2016 Performance Equity Plan
23,391,113
2,249,200
30,920
3,322,706


At the Meeting, our shareholders took the following actions on the proposals:

(1) 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.

(2) Our shareholders appointed Robert S. Keane as an executive director to our Board of Directors to serve for a term of one year ending on the date of our annual general meeting of shareholders in 2019.

(3) Our shareholders appointed Scott Vassalluzzo as a non-executive director to our Board of Directors to serve for a term of one year ending on the date of our annual general meeting of shareholders in 2019.