UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT | |
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Global Select Market | |||||
Item 5.07. Submission of Matters to a Vote of Security Holders
We held an Annual General Meeting of Shareholders on November 22, 2019. There were 28,046,171 ordinary shares of Cimpress N.V. issued, outstanding, and eligible to vote at the record date of October 25, 2019. The voting results for each proposal are as follows:
Proposal | Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes |
1. Appoint Robert S. Keane as an executive director | 22,850,272 | 161,226 | 25,851 | 3,133,017 |
2. Appoint Scott Vassalluzzo as a non-executive director | 21,305,674 | 1,705,369 | 26,306 | 3,133,017 |
3. Approve executive compensation (non-binding) | 22,833,497 | 172,726 | 31,126 | 3,133,017 |
4. Adopt statutory annual accounts | 22,991,891 | 1,143 | 44,315 | 3,133,017 |
5. Discharge Board of Directors from liability | 22,964,739 | 31,086 | 41,524 | 3,133,017 |
6. Discharge former Supervisory Board members from liability | 22,964,502 | 31,311 | 41,536 | 3,133,017 |
7. Authorize repurchase of up to 5,500,000 ordinary shares | 19,505,536 | 3,506,396 | 25,417 | 3,133,017 |
8. Appoint PricewaterhouseCoopers LLP | 26,136,032 | 9,770 | 24,564 | — |
At the Meeting, our shareholders took the following actions on the proposals:
(1) Our shareholders appointed Robert S. Keane as an executive director to our Board of Directors to serve for a term of three years ending on the date of our annual general meeting of shareholders in 2022.
(2) Our shareholders appointed Scott J. Vassalluzzo as a non-executive director to our Board of Directors to serve for a term of three years ending on the date of our annual general meeting of shareholders in 2022.
(3) 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 25, 2019.
(4) Our shareholders adopted our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2019.
(5) Our shareholders discharged the members of our Board of Directors from liability with respect to the exercise of their duties during the fiscal year ended June 30, 2019.
(6) Our shareholders discharged the former members of our Supervisory Board from liability with respect to the exercise of their duties during the fiscal year ended June 30, 2019.
(7) Our shareholders authorized our Board of Directors until May 22, 2021 to repurchase up to 5,500,000 of our issued and outstanding ordinary shares.
(8) Our shareholders appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2020.
Item 8.01. Other Events
On November 12, 2019, the Board of Directors of Cimpress N.V. authorized the repurchase of up to 5,500,000 of Cimpress' issued and outstanding ordinary shares on the open market, through privately negotiated
transactions, or in one or more self tender offers. This share repurchase authorization became effective on November 22, 2019 when our shareholders authorized us to repurchase shares as described above. The Board's repurchase program expires on May 22, 2021, and we may suspend or discontinue our share repurchases at any time. This new authorization replaces the previous repurchase program that our Board approved in February 2019.
The Board’s authorization does not necessarily mean that Cimpress will repurchase the full number of shares over the term of the repurchase program. Our management will determine the timing and amount of shares repurchased based on its evaluation of factors previously communicated to our shareholders.
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.
November 25, 2019 Cimpress N.V.
By: | /s/ Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer | ||