Cimpress N.V. (NASDAQ:CMPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cimpress N.V. (NASDAQ:CMPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

At the Annual General Meeting of Shareholders of Cimpress N.V. on
November 15, 2016, our shareholders approved the amendment to our
2016 Performance Equity Plan, or 2016 Plan, described below. Our
Supervisory Board and Management Board administer the 2016 Plan,
which allows us to grant performance share units, or PSUs, to our
employees, officers, directors (including members of the Management
Board and Supervisory Board), consultants, and advisors. Subject to
adjustment in the event of stock splits, stock dividends, and other
similar events, we may make awards under the 2016 Plan for up to
8,000,000 of our ordinary shares. Under each PSU award granted
under the 2016 Plan, one unit represents a right to receive between
0 and 2.5 ordinary shares of Cimpress N.V. upon the satisfaction of
both service-based vesting over time and performance conditions
relating to the compound annual growth rate, or CAGR, of the
three-year moving average of our share price, or 3YMA, over a 6- to
10-year period. Under the 2016 Plan, the minimum performance
threshold that triggers the issuance of ordinary shares to PSU
awards for employees other than Robert Keane is an 11% 3YMA CAGR in
years six through nine of each award and a 7% 3YMA CAGR in year ten
of the award. However, PSU awards granted to Robert Keane have a
higher performance threshold: The performance condition for Mr.
Keane’s PSU awards is the achievement of an 11% 3YMA CAGR in all
years six through ten; unlike PSUs granted to other participants in
the 2016 Plan, Mr. Keane’s minimum performance threshold is not
reduced in year ten.
The amendment to the 2016 Plan approved by our shareholders
provides that all PSU awards granted to members of our Supervisory
Board will have a minimum performance threshold of an 11% 3YMA CAGR
in all years six through ten of each award, like PSUs granted to
Mr. Keane, instead of the 7% 3YMA CAGR threshold in year ten that
applies to other participants’ PSUs.
The foregoing is not a complete description of the 2016 Plan as
amended and is qualified by reference to the full text and terms of
the plan, which is filed as an exhibit to this report and
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
Cimpress N.V. held an Annual General Meeting of Shareholders on
November 15, 2016, at which our shareholders took the following
actions on the following proposals. There were 31,650,435 ordinary
shares of Cimpress N.V. issued, outstanding, and eligible to vote
at the record date of October 18, 2016.
(1) Our shareholders reappointed Paolo De Cesare to our
Supervisory Board to serve for a term of four years ending on the
date of our annual general meeting of shareholders in 2020.
(2) Our shareholders reappointed Mark T. Thomas to our Supervisory
Board to serve for a term of four years ending on the date of our
annual general meeting of shareholders in 2020.
(3) Our shareholders appointed Sophie A. Gasperment to our
Supervisory Board to serve for a term of four years ending on the
date of our annual general meeting of shareholders in 2020.
(4) 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 24, 2016.
(5) Our shareholders adopted our statutory annual accounts, as
prepared in accordance with Dutch law, for the fiscal year ended
June 30, 2016.
(6) Our shareholders discharged the members of our Management Board
from liability with respect to the exercise of their duties during
the fiscal year ended June 30, 2016.
(7) Our shareholders discharged the members of our Supervisory
Board from liability with respect to the exercise of their duties
during the fiscal year ended June 30, 2016.
(8) Our shareholders authorized our Management Board, acting with
the approval of our Supervisory Board, to repurchase up to
6,300,000 of our issued and outstanding ordinary shares until May
15, 2018.
(9) Our shareholders authorized our Management Board, acting with
the approval of our Supervisory Board, until May 15, 2018>to
issue ordinary shares or grant rights to subscribe for ordinary
shares up to a maximum of (i) 10% of our outstanding share capital
at the time of issue for general corporate purposes including but
not limited to equity compensation, acquisitions, and financings,
and (ii) an additional 10% of our outstanding share capital at the
time of issue in connection with our acquisition of all or a
majority of the equity or assets of another entity.
(10) Our shareholders authorized our Management Board, acting with
the approval of our Supervisory Board, until May 15, 2018>to
resolve to exclude or restrict our shareholders preemptive rights
under Dutch law with respect to ordinary shares and rights to
subscribe for ordinary shares.
(11) Our shareholders appointed PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal year
ending June 30, 2017.
(12) Our shareholders approved the new compensation program for our
Supervisory Board described in our definitive proxy statement dated
October 24, 2016.
(13) Our shareholders approved the amendment to our 2016
Performance Equity Plan described in our definitive proxy statement
dated October 24, 2016.
The voting results for each proposal are as follows:

Proposal

Votes FOR

Votes AGAINST

Abstentions

Broker Non-Votes

1. Reappoint Paolo De Cesare to Supervisory Board

23,440,366

120,488

24,453

4,286,789

2. Reappoint Mark T. Thomas to Supervisory Board

23,372,136

188,753

24,418

4,286,789

3. Appoint Sophie A. Gasperment to Supervisory Board

23,440,328

120,535

24,444

4,286,789

4. Approve executive compensation (non-binding)

23,386,887

172,473

25,947

4,286,789

5. Adopt statutory annual accounts

27,805,870

1,195

65,031

6. Discharge Management Board from liability

23,540,183

19,251

25,873

4,286,789

7. Discharge Supervisory Board from liability

23,540,583

19,851

24,873

4,286,789

8. Authorize repurchase of up to 6,300,000 ordinary
shares

22,743,512

5,128,359

9. Authorize issuance of ordinary shares and rights to
subscribe for ordinary shares

21,802,956

310,459

1,471,892

4,286,789

10. Authorize exclusion or restriction of
shareholders’ preemptive rights

21,699,369

402,261

1,483,677

4,286,789

11. Appoint PricewaterhouseCoopers LLP

27,661,253

181,967

28,876

12. Approve Supervisory Board compensation program

18,097,584

4,015,914

1,471,809

4,286,789

13. Approve amendment to 2016 Performance Equity Plan

18,436,665

3,653,208

1,495,434

4,286,789
Item 9.01. Financial Statements and Exhibits>
(d) Exhibits
See the Exhibit Index attached to this report.


About Cimpress N.V. (NASDAQ:CMPR)

Cimpress N.V., formerly Vistaprint N.V., is a technology driven company, which aggregates through the Internet, large volumes of small, individually customized orders for a spectrum of print, signage, apparel and similar products. The Company operates through segments, which include Vistaprint business unit, Upload and Print business units and All Other business units. The Vistaprint business unit segment represents its Vistaprint-branded Websites and its Webs-branded business. The Vistaprint business unit also sells standard business cards, and focuses on product categories, which include signage, marketing materials, and promotional products and apparel. The Upload and Print business units segment includes the druck.at, Exagroup, Easyflyer, Printdeal, Pixartprinting, Tradeprint, and WIRmachenDRUCK branded businesses. The All Other business units segment includes operations of its Albumprinter and Most of World business units and Corporate Solutions business unit.

Cimpress N.V. (NASDAQ:CMPR) Recent Trading Information

Cimpress N.V. (NASDAQ:CMPR) closed its last trading session up +2.32 at 85.61 with 418,917 shares trading hands.

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