UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

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¨    Preliminary Proxy Statement
¨    Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement
¨    Definitive Additional Materials
x    Soliciting Material Pursuant to Section 240.14a-12

VISTAPRINT N.V.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Vistaprint N.V. intends to send the following email message and PowerPoint presentation to some of its shareholders in connection with discussions it plans to have with shareholders to solicit support for proposals outlined in the definitive proxy statement for Vistaprint’s annual general meeting of shareholders on November 12, 2014, which was filed with the Securities and Exchange Commission on October 22, 2014.

****


Dear [Shareholder]:

On October 22, 2014, Vistaprint publicly filed with the Securities and Exchange Commission our definitive proxy statement for our upcoming annual general meeting of shareholders on November 12, 2014. We would like to set up a time to talk with you about some of the proposals included in this year’s proxy statement, specifically those in the attached file, although we are happy to discuss any of the other proposals as well. Though each proposal is important, and we are seeking your support for them all, we would like to highlight two specific proposals, which are included in the attached discussion outline:

 

  1. Authorization to Repurchase Shares (Proposal 7): Shareholder approval of this proposal will give us flexibility to repurchase up to 20% of our outstanding shares at times when we believe it makes sense for Vistaprint and our shareholders.

 

  2. Name change to Cimpress N.V. (Proposal 8): We have proposed amending our articles of association to change our company name to Cimpress N.V. to distinguish the parent company from the Vistaprint brand and to reflect and help articulate our strategy and ambition to build the world’s leading mass customization platform that we market via multiple, differentiated brands.

Please let me know when you are available for a discussion. We value the opportunity to engage with you on these proposals and any other questions you may have about the upcoming shareholder vote.

Best,

[Vistaprint representative]


Vistaprint N.V. Proxy
Proposal Highlights
Annual General Meeting of
Shareholders on November 12,
2014


Vistaprint’s Definitive Proxy Statement filed on
October 22, 2014
This presentation is intended to highlight certain sections of Vistaprint’s
definitive proxy statement that was filed on October 22, 2014. The proxy
statement contains more detailed information about Vistaprint and the
proposals; please refer to the full text of the proxy statement as you
consider your vote.
1


Proposal 7:
Authorization to Repurchase Shares
Authorize us to repurchase up to 6.4M shares until May 12, 2016 (18
months)
We believe that share repurchases can be an attractive investment for Vistaprint and
our shareholders
Because as a Dutch company we must obtain shareholder approval to repurchase
shares (unlike a U.S. based company), this authorization would provide us with
flexibility to decide to purchase shares over the 18 month period
The 6.4M shares represent approximately 20% of outstanding shares
Although some proxy advisory firms recommend against repurchases
over 10% of
outstanding shares, we believe the ability to repurchase up to 20% gives us more
flexibility to make additional repurchases, should we decide that such an allocation of
our capital would be beneficial to the company
If our shareholders do not approve this proposal, we will rely on the previous share
repurchase authorization that our shareholders approved in 2013,
which expires in
May 2015
2


Proposal 7 (cont.):
Authorization to Repurchase Shares
Shareholder approval of this proposal 7 does not necessarily mean we
will repurchase 20% of our outstanding shares
We may repurchase fewer than 20% of our shares, including 0 shares
Our Supervisory and Management Boards look at multiple factors when
determining whether to repurchase shares, including:
»
Share price relative to anticipated future cash flows
»
Ability to use operating cash flow and/or debt to repurchase shares while
staying within our debt covenants
»
The amount of cash and/or debt capacity we have for other uses
»
Market trading and regulatory considerations
3


Proposal
to
change
the
name
of
the
corporate
parent
to
Cimpress
N.V.
Impact of the name change
Proposal 8:
Amend articles of association to change name
4
Align the entire company around the vision of becoming the undisputed mass customization
leader with a shared CIM platform
Distinguish the parent company from the Vistaprint brand
Preserve the differentiation and independence of acquired company brands, as well as the
Vistaprint brand
If
shareholders
approve
this
proposal,
expect
the
change
to
take
effect
shortly
after
the
Annual
General
Meeting
of
Shareholders
Corresponding
change
to
ticker
symbol
to
CMPR
All
customer-facing
brands
will
retain
their
own
brand
names
and
unique
value
proposition
Cimpress (NASDAQ:CMPR)
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