Document
false0001262976 0001262976 2020-09-28 2020-09-28


 
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
 
Date of Report (Date of earliest event reported):
September 28, 2020
__________________________________________
Cimpress plc
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________
 
Ireland
 
000-51539
 
98-0417483
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
Building D,
Xerox Technology Park
A91 H9N9
Dundalk, Co. Louth
Ireland
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: +353 42 938 8500

Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________
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):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Exchange on Which Registered
Ordinary Shares, nominal value per share of €0.01
 
CMPR
 
NASDAQ
Global Select Market
 





Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 On September 28, 2020, Cimpress plc and Robert Keane, Chief Executive Officer and Chairman, entered into an Amendment to Agreement Limiting PSU Awards (the "Amendment"), which amends the Agreement Limiting PSU Awards dated May 13, 2016 between Cimpress and Mr. Keane (the "2016 Agreement") relating to performance share units ("PSUs") that Cimpress may grant to Mr. Keane. The Amendment contains the same limitations on long-term incentive compensation granted to Mr. Keane as the 2016 Agreement but allows the grant of PSU awards under any of Cimpress' equity plans, instead of requiring that such awards be granted under Cimpress' 2016 Performance Equity Plan. The terms and conditions of the Amendment are subject to the approval of Cimpress' 2020 Equity Incentive Plan by Cimpress' shareholders at the 2020 Annual General Meeting of Shareholders and are as follows:

Until June 30, 2023, Cimpress shall not grant any long-term incentive compensation (including but not limited to equity or long-term cash awards) to Mr. Keane other than PSUs. Such PSUs may be granted under the 2020 Equity Incentive Plan or another equity plan of Cimpress, but all such PSU awards will be subject to the same terms and conditions as PSU awards granted to Mr. Keane under Cimpress' 2016 Performance Equity Plan, including but not limited to the performance conditions of such plan.

Until June 30, 2023, the maximum number of PSUs that Cimpress may grant to Mr. Keane per fiscal year is 75,000 PSUs (subject to adjustment for stock splits, stock dividends, recapitalization, combinations or reclassifications of shares, or other similar changes in Cimpress' capitalization).

The foregoing is not a complete description of the parties’ rights and obligations under the Amendment to Agreement Limiting PSU Awards and is qualified by reference to the full text and terms of the Amendment, which is filed as an exhibit to this report and incorporated herein by reference.


Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits
Exhibit  
 
 
No.
 
Description
 
Amendment to Agreement Limiting PSU Awards dated September 28, 2020
104
 
Cover Page Interactive Data File, formatted in iXBRL






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.
September 30, 2020
Cimpress plc          
 
By: 
/s/ Sean E. Quinn
 
 
Sean E. Quinn
 
 
Executive Vice President and Chief Financial Officer



Exhibit

AMENDMENT TO
AGREEMENT
LIMITING PSU AWARDS


This Amendment to the Agreement Limiting PSU Awards is entered into as of September 28, 2020 between Cimpress plc (as successor to Cimpress N.V., the “Company”) and Robert Keane, the Company’s Chief Executive Officer and Chairman. The Company and Mr. Keane previously entered into an Agreement Limiting PSU Awards dated May 13, 2016 (the “Agreement”).

Subject to the approval of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) by the Company’s shareholders at the upcoming Annual General Meeting of Shareholders, the parties hereby amend the Agreement as follows:

1.
Until June 30, 2023, the Company shall not grant any long-term incentive compensation (including but not limited to equity or long-term cash awards) to Mr. Keane other than performance share units (“PSUs”). Such PSUs may be granted under the 2020 Plan or another equity plan of the Company, but all such PSU awards will be subject to the same terms and conditions as PSU awards granted to Mr. Keane under the Company’s 2016 Performance Equity Plan, including but not limited to the performance condition that the compound annual growth rate of the Company’s three-year moving average share price must equal or exceed 11% over a performance period of six to ten years for any ordinary shares to be issued under such PSU awards.
2.
Until June 30, 2023, the maximum number of PSUs that the Company may grant to Mr. Keane per fiscal year is 75,000 PSUs (subject to adjustment for stock splits, stock dividends, recapitalization, combinations or reclassifications of shares, or other similar changes in the Company’s capitalization).
3.
Except as specifically modified by this Amendment, the Agreement remains unchanged and in full force and effect.


Signature /s/Robert S. Keane
Robert S. Keane



Cimpress plc:


Signature /s/Scott Vassalluzzo
Scott Vassalluzzo
Director and Chairman, Compensation Committee