On October 25, 2019, Cimpress N.V. (the "Company") held an Extraordinary General Meeting of Shareholders. At the meeting, we effected an amendment of our articles of association by the execution of a notarial deed of amendment to add a new article 29, setting forth the formula for calculating the compensation payable to shareholders who vote against the Merger (defined below) and apply to have their shares canceled instead of receiving ordinary shares of Cimpress plc.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the meeting, there were 28,497,771 ordinary shares of the Company issued, outstanding, and eligible to vote at the record date of September 27, 2019. All three proposals considered by our shareholders were "non-routine," and as a result, there were no broker non-votes. The voting results for each proposal are set forth below. The proposals are described in more detail in the Companys definitive proxy statement, dated September 27, 2019.
Proposal
Votes FOR
Votes AGAINST
Abstentions
1. Adopt the resolution to amend our articles of association
21,681,728
1,935
24,917
2. Subject to the amendment of our articles of association per proposal 1, adopt the resolution to enter into a cross-border merger (the "Merger"), providing for the Company to change its jurisdiction of incorporation from The Netherlands to Ireland through the Merger
21,705,807
2,235
538
3. Approve, subject to the effectiveness of the Merger, the creation of distributable profits of Cimpress plc under Irish law
21,681,521
2,145
24,914
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.
October 29, 2019 Cimpress N.V.
By:
/s/ Sean E. Quinn
Sean E. Quinn
Executive Vice President and Chief Financial Officer
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