Cimpress plc

12/19/2023 | Press release | Distributed by Public on 12/19/2023 08:03

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders
Cimpress plc held an Annual General Meeting of Shareholders on December 14, 2023. There were 26,582,811 ordinary shares, nominal value per share of €0.01, issued, outstanding, and eligible to vote at the record date of October 12, 2023. The voting results for each proposal are as follows:

Proposal Votes FOR Votes AGAINST Abstentions Broker Non-Votes
1. Reappoint Sophie S. Gasperment to our Board of Directors 17,739,252 4,485,255 8,243 3,042,053
2. Approve executive compensation (non-binding) 19,107,904 3,117,808 7,038 3,042,053
3. Renew authority of Board of Directors to issue authorized but unissued ordinary shares 25,029,281 232,612 12,906 0
4. Renew authority of Board of Directors to opt out of statutory preemption rights 24,962,250 294,880 17,671 0
5. Reappoint PricewaterhouseCoopers Ireland 25,222,487 40,506 11,809 0
6. Authorize Board of Directors or Audit Committee to determine remuneration of PricewaterhouseCoopers Ireland 25,259,873 6,948 7,982 0
7. Frequency of executive compensation votes (non-binding):
•Every 1 year: 21,628,680
•Every 2 years: 6,856
•Every 3 years: 593,237
3,978 3,042,053

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

(1) Our shareholders reappointed Sophie A. Gasperment to our Board of Directors to serve for a term of three years ending at the conclusion of our annual general meeting of shareholders in 2026.

(2) 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 26, 2023.

(3) Our shareholders renewed the authority of our Board of Directors, until June 14, 2025, to issue authorized but unissued ordinary shares of Cimpress plc up to a maximum of 20% of our issued share capital.

(4) Our shareholders renewed the authority of our Board of Directors, until June 14, 2025, to opt out of statutory preemption rights under Irish law with respect to the issuance of ordinary shares for cash, up to a maximum of 20% of our issued share capital.

(5) Our shareholders reappointed PricewaterhouseCoopers Ireland as our statutory auditor under Irish law to hold office until the conclusion of our annual general meeting of shareholders in 2024.

(6) Our shareholders authorized our Board of Directors or Audit Committee to determine the remuneration of PricewaterhouseCoopers Ireland in its capacity as our statutory auditor under Irish law.

(7) For our non-binding "say on frequency" proposal, a majority of votes were cast in favor of holding future advisory votes on executive compensation every year.

Because a majority of votes were cast in favor of holding advisory votes on our executive compensation program every year, we will include a non-binding, advisory "say on pay" vote regarding the compensation of our named executive officers annually at our annual general meeting of shareholders.