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

Vistaprint N.V.

The Netherlands		000-51539		98-0417483
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Hudsonweg 8
Venlo
The Netherlands		5928 LW
(Address of Principal Executive Offices)		(Zip Code)

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

     Vistaprint N.V. held its Annual General Meeting of Shareholders on November 3, 2011, at which our shareholders took the following actions on the following proposals. There were 39,735,722 ordinary shares of Vistaprint issued, outstanding and eligible to vote at the record date of October 6, 2011.

     (1) Our shareholders reappointed Peter Gyenes as a member of our Supervisory Board to serve for a term of four years ending on the date of our annual general meeting of shareholders in 2015;

     (2) Our shareholders adopted our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2011;

     (3) Our shareholders discharged the members of our Management Board from liability with respect to the exercise of their duties during the year ended June 30, 2011;

     (4) Our shareholders discharged the members of our Supervisory Board from liability with respect to the exercise of their duties during the year ended June 30, 2011;

     (5) Our shareholders approved the changes to our Supervisory Board compensation package described in our definitive proxy statement dated October 12, 2011;

     (6) Our shareholders renewed the authorization of our Management Board, acting with the approval of our Supervisory Board, until November 3, 2016 to issue ordinary shares or grant rights to subscribe for ordinary shares up to our maximum authorized share capital at the time of the issue;

     (7) Our shareholders voted not to renew the authorization of our Management Board, acting with the approval of our Supervisory Board, to issue preferred shares or grant rights to subscribe for preferred shares up to 100% of the aggregate nominal value of our outstanding ordinary shares at the time of issue;

     (8) Our shareholders renewed the authorization of our Management Board, acting with the approval of our Supervisory Board, until November 3, 2016 to resolve to exclude or restrict our shareholders’ pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the Management Board may issue or grant;

     (9) Our shareholders appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012;

     (10) 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 12, 2011; and

     (11) A majority of our shareholders voted for annual advisory votes on our executive compensation program.

     Because a majority of our shareholders voted for annual advisory votes on our executive compensation program, we will include a non-binding, advisory “say on pay” vote regarding the compensation of our named executive officers annually at our annual general meeting of shareholders.

     The voting results for each proposal are as follows:

Proposal		Votes FOR				Votes AGAINST				Abstentions				Broker Non-Votes
1. Reappointment of Peter Gyenes			32,684,229				1,523,310				52,685	*			3,968,208
2. Adoption of statutory annual accounts			38,095,949				12,600				119,883				0
3. Discharge of Management Board liability			37,597,347				582,207				48,878				0
4. Discharge of Supervisory Board liability			37,591,479				587,577				49,376				0
5. Changes to Supervisory Board compensation			37,587,007				472,214				169,211				0
6. Renew authorization to issue or grant rights to ordinary shares			23,395,479				14,761,358				71,595				0
7. Renew authorization to issue or grant rights to preferred shares			17,123,153				17,131,056				6,015				3,968,208
8. Renew authorization to exclude or restrict shareholders’ pre-emptive rights			18,643,105				15,493,547				123,572				3,968,208
9. Appoint Ernst & Young LLP			37,294,136				825,209				109,087				0
10. “Say on Pay” vote on executive compensation			17,248,442				16,977,386				34,396				3,968,208

		Annual				Every 2 years				Every 3 years				Abstain				Broker Non-Votes
11. “Say on Frequency” vote on frequency of executive compensation vote			32,802,498				23,993				1,354,485				79,248				3,968,208

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.