SEC Filings

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

5.
At a general meeting, votes in respect of the appointment of a Director can only be cast for candidates named in the agenda of the meeting or explanatory notes thereto.
6.
If the Board of Directors fails to make use of its right to submit a binding nomination for a Director or fails to do so in due time, the general meeting shall be unrestricted in its nomination and appointment of such Director.
7.
In each case in which the general meeting is unrestricted in its nomination and appointment of a Director, the resolution for the appointment of a Director by the general meeting shall require 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.
8.
Each Director shall be appointed for a maximum term of four years, provided, however, that unless such Director resigns or is suspended or dismissed at an earlier date, his term of office shall lapse immediately after the general meeting held four years after his last appointment.
A Director may be re-appointed with due observance of the preceding sentence.
The Board of Directors may establish a rotation schedule.
9.
Directors may be suspended or dismissed by the general meeting at any time. A resolution of the general meeting to suspend or dismiss a Director pursuant to and in accordance with a proposal by the Board of Directors shall be passed with an absolute majority of the votes cast.
A resolution of the general meeting to suspend or dismiss a Director other than pursuant to and in accordance with a proposal by the Board of Directors shall require a majority of two thirds of the votes cast, representing more than half of the issued share capital.
With respect to the resolution of the general meeting referred to in the previous sentence, no second meeting as referred to in article 2:120 paragraph 3 of the Dutch Civil Code can be convened.
10.
An executive director may also be suspended by the Board of Directors at any time. A suspension by the Board of Directors may at any time be discontinued by the general meeting and automatically lapses if the general meeting does not resolve to dismiss such Director within three months from the date of such suspension.
Remuneration Board of Directors
Article 14.    
1.
The company shall have a policy governing the remuneration of the Board of Directors.
The remuneration policy will be adopted by the general meeting pursuant to and in accordance with a proposal thereto by the Board of Directors.
2.
The remuneration of each individual executive director and non-executive director will be determined by the Board of Directors with due observance of the remuneration policy referred to in article 14 paragraph 1.

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