Other preliminary proxy statements

style="font-family:Times New Roman;font-size:10pt;">

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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ
Preliminary Proxy Statement
o
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to Section 240.14a-12

CIMPRESS N.V.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
þ
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
o
Fee paid previously with preliminary materials:
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1)
Amount previously paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:





CIMPRESS N.V.
Building D, Xerox Technology Park
Dundalk, Co. Louth
Ireland

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Cimpress N.V. will hold its 2019 Annual General Meeting of Shareholders:

on Friday , November 22, 2019
at 6:00 p.m. Central European Time
at the offices of Stibbe N.V.
Beethovenplein 10
1077 WM Amsterdam
The Netherlands

MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING:

( 1 ) Appoint Robert S. Keane as an 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 2022

( 2 ) Appoint Scott J. Vassalluzzo 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 2022

( 3 ) Following a discussion on the application of the remuneration policy over the fiscal year ended June 30, 2019 , hold a non-binding, advisory “say on pay” vote regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables, and accompanying narrative disclosures in this proxy statement

( 4 ) Adopt our statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended June 30, 2019

( 5 ) Discharge the members of our Board of Directors from liability with respect to the exercise of their duties during the fiscal year ended June 30, 2019

( 6 ) Discharge the former members of our Supervisory Board from liability with respect to the exercise of their duties during the fiscal year ended June 30, 2019

( 7 ) Authorize our Board of Directors until May 22, 2021 to repurchase up to 5,500,000 of our issued and outstanding ordinary shares on the open market (including block trades), through privately negotiated transactions, or in one or more self-tender offers at prices per share between €0.01 and an amount equal to 120% of the market price of our ordinary shares on the Nasdaq Global Select Market, or Nasdaq, or any other securities exchange where our shares are then traded (the market price being deemed to be the average of the closing price on each of the consecutive days of trading during a period no shorter than one trading day and no longer than 10 trading days immediately preceding the date of repurchase, as reasonably determined by the Board of Directors)

( 8 ) Appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2020

( 9 ) Transact other business, if any, that may properly come before the meeting or any adjournment of the meeting

Our Board has no knowledge of any other business to be transacted at the annual general meeting.

Shareholders of record at the close of business on October 25, 2019 are entitled to vote at the annual general meeting. Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, please complete and promptly return the enclosed proxy card or voter instruction form in accordance with the instructions that we or your bank or brokerage firm have provided. Your prompt response will ensure that




your shares are represented at the annual general meeting. You can change your vote and revoke your proxy by following the procedures described in this proxy statement.

All shareholders are cordially invited to attend the annual general meeting.

By order of the Board of Directors,
rsksiga20.jpg
Chairman, Founder, and Chief Executive Officer
[_______], 2019




Dear Fellow Shareholder:

We are holding our 2019 Annual General Meeting of Shareholders against the backdrop of a proposed cross-border merger to change our place of incorporation from the Netherlands to Ireland that would result in our shareholders holding shares in an Irish public limited company rather than a Dutch public limited liability company. If we complete the proposed merger, which we expect will happen in December 2019, the number of shares you will own in Cimpress plc, a public limited company incorporated under the laws of Ireland that is a party to the proposed merger, will be the same as the number of shares you held in Cimpress N.V. immediately prior to the completion of the transaction. You can find more information about the proposed cross-border merger in the proxy statement we filed with the SEC on [____], 2019, which relates to our Extraordinary General Meeting of Shareholders to be held on October 25, 2019.

If we complete the proposed merger, then this 2019 Annual General Meeting will be the last annual shareholders' meeting of Cimpress N.V., the Dutch company, before we become an Irish company. Accordingly, this proxy statement describes Cimpress N.V., and the proposals that shareholders will vote on at the 2019 Annual General Meeting relate to Cimpress N.V. as a Dutch company. With respect to future-looking proposals such as the appointment of directors and our authorization to repurchase our ordinary shares, this proxy statement describes the effects that the merger, if it happens, will have on those proposals if we become an Irish company.

We ask for your support by voting in favor of the proposals detailed throughout this proxy statement.

Thank you in advance,
rsksiga20.jpg






CIMPRESS N.V.
Building D, Xerox Technology Park
Dundalk, Co. Louth
Ireland

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on November 22, 2019

This proxy statement contains information about the 2019 Annual General Meeting of Shareholders of Cimpress N.V., which we refer to in this proxy statement as the annual meeting or the meeting. We will hold the annual meeting on Friday , November 22, 2019 at the offices of Stibbe N.V., Beethovenplein 10, 1077 WM Amsterdam, the Netherlands. The meeting will begin at 6:00 p.m. Central European Time.

We are furnishing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Cimpress N.V. (which is also referred to as we, us, the company, or Cimpress in this proxy statement) for use at the annual meeting and at any adjournment of the annual meeting.

We are first mailing the Notice of Annual General Meeting, this proxy statement, and our Annual Report to Shareholders for the fiscal year ended June 30, 2019 on or about [____], 2019 .

Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual General Meeting of Shareholders:

This Proxy Statement and the 2019 Annual Report to Shareholders are available for viewing, printing and downloading at http://proxy.ir.cimpress.com . In addition, our statutory annual accounts and accompanying annual report, as prepared in accordance with Dutch law and including biographical information about the candidates nominated for appointment as members of our Board of Directors, are available at our offices at the address above and for viewing, printing, and downloading at http://proxy.ir.cimpress.com.

We will furnish without charge a copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 , as filed with the United States Securities and Exchange Commission, or SEC, to any shareholder who requests it by emailing ir@cimpress.com or writing to Cimpress N.V.,
c/o Cimpress USA Incorporated, Attention: Investor Relations, 275 Wyman Street, Waltham, MA 02451, USA. This proxy statement and our Annual Report on Form 10-K are also available on the SEC’s website at www.sec.gov.




i





TABLE OF CONTENTS

Section
Page Number
The following appendix appears only in the online proxy statement filed with the SEC



ii




INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS

Our Board of Directors :

The Board of Directors of Cimpress N.V. consists of four independent, non-employee directors and Robert Keane, our Chief Executive Officer, who serve for rotating terms of up to three years.
Name
Age
Board Position
Cimpress Director Since
Current Term Expires at our Annual General Meeting In:
Independent Director
Robert S. Keane
56
Chairman, Executive Director
January 1995
2019
No
Sophie A. Gasperment
55
Lead Non-Executive Director ( voorzitter )
November 2016
2020
Yes
John J. Gavin, Jr.
64
Non-Executive Director
August 2006
2021
Yes
Zachary S. Sternberg
34
Non-Executive Director
November 2017
2021
Yes
Scott J. Vassalluzzo
47
Non-Executive Director
January 2015
2019
Yes

ROBERT S. KEANE has served as our President and Chief Executive Officer since he founded Cimpress in January 1995 and as Chairman of our current Board of Directors since November 2018. Mr. Keane served as Chairman of our former Management Board from September 2009 to November 2018 and as the Chairman of the Board of Directors from January 1995 to August 2009. From 1988 to 1994, Mr. Keane was an executive at Flex-Key Corporation, an original equipment manufacturer of keyboards, displays and retail kiosks used for desktop publishing. Mr. Keane brings to Cimpress' Board his experience growing Cimpress from inception in 1995 to $2.75 billion of revenue in our 2019 fiscal year, his understanding of the drivers of intrinsic value per share, and his knowledge of Cimpress' customer needs, business model and markets.

SOPHIE A. GASPERMENT held multiple marketing and general management positions at L’Oréal, the world’s leading beauty company, from September 1986 to November 2018. This included Chief Executive Officer and Executive Chairman of The

The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever Vistaprint N.V. makes a similar move, sign up!

Other recent filings from the company include the following:

Securities registration termination [Section 12(g)] - Dec. 13, 2019
Janus Henderson Group plc EIN just provided an update on share ownership of Vistaprint N.V. - Dec. 11, 2019
Vistaprint N.V. director just picked up 1 shares - Dec. 11, 2019
Janus Henderson Group plc EIN just provided an update on share ownership of Vistaprint N.V. - Dec. 10, 2019
EVP of Vistaprint N.V. just picked up 433 shares - Dec. 5, 2019

Auto Refresh

Feedback