Departure of Directors or Certain

At the Annual General Meeting of Shareholders of Cimpress N.V. on

November13, 2018

(the "Meeting"), our shareholders approved the amendment to our 2016 Performance Equity Plan ("2016 Plan") described below. Our Board of Directors administers the 2016 Plan, which allows us to grant performance share units ("PSUs") to our employees, officers, directors (including members of the Board of Directors), 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 6,000,000 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 ve sting over time and performance conditions relating to the compound annual growth rate ("CAGR") of the three-year moving average of our share price ("3YMA") over a period determined by our Board of Directors.

The amendment to the 2016 Plan approved by our shareholders makes the following changes to the plan:

The number of authorized shares under the 2016 Plan was reduced from 8,000,000 to 6,000,000.

The detailed table in the 2016 Plan mandating the number of shares issuable for each PSU based on the levels of 3YMA CAGR performance no longer applies to Cimpress employees other than Robert Keane (our Chief Executive Officer) and members of our Board of Directors. The amendment to the 2016 Plan gives our Board discretion to determine the measurement dates, 3YMA CAGR performance goals, and payout ratios for PSU awards granted to our team members other than Mr. Keane and members of the Board. This change applies only to future PSU awards, not to awards that we previously granted.

At the Meeting, our shareholders also approved the grant of ordinary share awards ("Share Awards") as severance to the members of our Supervisory Board who were not nominated for appointment to our Board of Directors. Accordingly, on November 13, 2018, we granted 1,500 Cimpress ordinary shares to each of Richard Riley, Mark Thomas, Nadia Shouraboura, and Paolo De Cesare, for a total of 6,000 ordinary shares. These directors did not pay any amount for the Share Awards but are prohibited from selling any of the shares pursuant to the Share Awards for three years from grant.

The foregoing is not a complete description of the 2016 Plan as amended or Share Awards and is qualified by reference to the full text and terms of the 2016 Plan and form of agreement for the Share Awards, which are filed as exhibits to this report and incorporated herein by reference.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Meeting, our shareholders approved the amendment and restatement of our articles of association to replace our two-tier board structure (consisting of a Supervisory Board and a separate Management Board) with a single-tier Board of Directors. Accordingly, on November 14, 2018, we effected the amendment and restatement of our articles by the execution of a notarial deed of amendment making the following changes to our articles:

replacing all references to our Management Board and Supervisory Board with references to our Board of Directors throughout the articles and deleting duplicative provisions

adding provisions for the appointments of executive and non-executive directors to the Board of Directors

adding provisions authorizing the Board of Directors to assign roles and responsibilities to directors, including designating a Chief Executive Officer, Chairman, and Lead Non-Executive Director

making some immaterial, administrative changes to reflect changes in Dutch law and practice

The foregoing is not a complete description of our articles of association as amended and is qualified by reference to the full text and terms of the articles, which are filed as an exhibit to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

We held an Annual General Meeting of Shareholders on

November13, 2018

. There were 30,909,207 ordinary shares of Cimpress N.V. issued, outstanding, and eligible to vote at the record date of

October16, 2018

. The voting results for each proposal are as follows:

Proposal

Votes FOR

Votes AGAINST

Abstentions

Broker Non-Votes

1. Approve amendment of our articles of association

25,605,977

35,193

30,063

3,322,706

2. Appoint Robert S. Keane as an executive director

25,540,883

100,919

29,431

3,322,706

3. Appoint Scott Vassalluzzo as a non-executive director

23,760,881

1,880,540

29,812

3,322,706

4. Appoint Sophie A. Gasperment as a non-executive director

25,420,743

217,908

32,582

3,322,706

5. Appoint John J. Gavin, Jr. as a non-executive director

25,504,360

134,439

32,434

3,322,706

6. Appoint Zachary S. Sternberg as a non-executive director

25,586,972

51,703

32,558

3,322,706

7. Approve executive compensation (non-binding)

24,643,409

990,945

36,879

3,322,706

8. Adopt statutory annual accounts

28,955,464

2,105

36,370

9. Discharge Management Board from liability

25,596,942

9,802

64,489

3,322,706

10. Discharge Supervisory Board from liability

25,597,991

9,850

63,392

3,322,706

11. Authorize repurchase of up to 6,200,000 ordinary shares

22,982,408

2,644,697

44,128

3,322,706

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

25,468,642

198,950

3,641

3,322,706

13. Authorize exclusion or restriction of shareholders' preemptive rights

25,385,568

276,501

9,164

3,322,706

14. Appoint PricewaterhouseCoopers LLP

28,956,922

6,889

30,128

15. Approve remuneration policy

21,044,964

7,907,753

41,222

16. Approve grant of ordinary share awards

16,494,515

9,146,011

30,707

3,322,706

17. Approve amendment to 2016 Performance Equity Plan

23,391,113

2,249,200

30,920

3,322,706

At the Meeting, our shareholders took the following actions on the proposals:

(

1

)Our shareholders approved the amendment and restatement of our articles of association to replace our two-tier board structure (consisting of a Supervisory Board and a separate Management Board) with a single-tier Board of Directors.

(

2

)Our shareholders appointed Robert S. Keane as an executive director to our Board of Directors to serve for a term of one year ending on the date of our annual general meeting of shareholders in 2019.

(

3

)Our shareholders appointed Scott Vassalluzzo as a non-executive director to our Board of Directors to serve for a term of one year ending on the date of our annual general meeting of shareholders in 2019.

(

4

)Our shareholders appointed Sophie A. Gasperment as a non-executive director to our Board of Directors to serve for a term of two years ending on the date of our annual general meeting of shareholders in 2020.

(

5

)Our shareholders appointed John J. Gavin, Jr. 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 2021.

(

6

)Our shareholders appointed Zachary S. Sternberg 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 2021.

(

7

)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 22, 2018.

(

8

)Our shareholders adopted our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended

June30, 2018

.

(

9

)Our shareholders discharged the members of our Management Board from liability with respect to the exercise of their duties during the fiscal year ended

June30, 2018

.

(

10

)Our shareholders discharged the members of our Supervisory Board from liability with respect to the exercise of their duties during the fiscal year ended

June30, 2018

.

(

11

)Our shareholders authorized our Board of Directors until

May13, 2020

to repurchase up to

6,200,000

of our issued and outstanding ordinary shares.

(

12

)Our shareholders authorized our Board of Directors until

May13, 2020

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.

(

13

) Our shareholders authorized our Board of Directors until

May13, 2020

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.

(

14

)Our shareholders appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending

June30, 2019

.

(

15

) Our shareholders approved a remuneration policy for our Board of Directors.

(

16

) Our shareholders approved the grant of ordinary share awards as severance to the members of our Supervisory Board who were not nominated for appointment to our Board of Directors.

(

17

) Our shareholders approved an amendment to our 2016 Performance Equity Plan.

Item 9.01.Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

3.1

Articles of Association of Cimpress. N.V., as amended

10.1

2016 Performance Equity Plan, as amended

10.2

Form of share award agreement with certain directors

10.3

Remuneration Policy for Board of Directors

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 19, 2018 Cimpress N.V.

By:

/s/ Sean E. Quinn

Sean E. Quinn

Executive Vice President and Chief Financial Officer

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