Attached files
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| EX-10.1 - EXHIBIT 10.1 - CIMPRESS plc | exhibit10_1.htm |
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): November 15, 2016 |
__________________________________________
Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________
The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Hudsonweg 8 | ||
Venlo | 5928 LW | |
The Netherlands | (Zip Code) | |
(Address of Principal Executive Offices) | ||
Registrant’s telephone number, including area code: 31-77-850-7700
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): | ||||
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 5.02. 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 pursuant 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 | 225 | — |
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.
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.
Date: November 16, 2016 | CIMPRESS N.V. | |
By: | /s/Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
10.1 | 2016 Performance Equity Plan as amended | |