SEC Filings

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

are obliged to transfer the preferred shares to one or more persons designated by the Board of Directors in accordance with the provisions of this article.
If the Board of Directors remains in default as to designating one or more persons, who are willing and able to purchase all preferred shares the holder, respectively, his successor(s) in title is/are allowed to keep these shares.
In the event of non-compliance with this obligation within three months after the obligation has arisen, the company shall be irrevocably authorized to effect the transfer, provided that it involves all shares, on behalf of the holder of the preferred shares in default, or its successor(s) in title, in accordance with the provisions of this article.
Board of Directors
Article 13.    
1.
The company shall have a Board of Directors consisting of at least one executive director and at least two non-executive directors. Only individuals (natuurlijke personen) may be appointed as member of the Board of Directors
The Board of Directors shall determine the number of executive directors and the number of non-executive directors consistent with this article 13 paragraph 1.
In the event of a vacancy on the Board of Directors, the Board of Directors shall continue to be validly constituted by the remaining Directors.
2.
Executive directors and non-executive directors shall be appointed by the general meeting from a binding nomination to be drawn up by the Board of Directors in accordance with article 2:133 of the Dutch Civil Code, which nomination shall specify whether the Director is nominated as executive director or non-executive director.
The resolution of the general meeting shall specify whether a member of the Board of Directors is appointed as executive director or as non-executive director.
3.
If the appointment of a Director occurs pursuant to and in accordance with a binding nomination prepared by the Board of Directors, and the list of candidates contains one candidate for each vacancy to be filled, the proposed candidate shall be appointed in accordance with article 2:133 paragraph 3 of the Dutch Civil Code, unless the binding nature of the nomination was overruled by the general meeting in accordance with article 13 paragraph 5.
If the binding nature of the nomination is overruled, the Board of Directors shall draw up a new binding nomination to be voted upon at the next general meeting.
4.
In the event the Board of Directors exercises its right to prepare a binding nomination, the general meeting may overrule the binding nature of such nomination by a resolution of the general meeting adopted with a majority of two thirds of the votes cast, representing more than half of the issued share capital. No second meeting as referred to in article 2:120 paragraph 3 of the Dutch Civil Code can be convened.

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