Cimpress PLC

1. 1

   Reappoint Sophie A. Gasperment to the Board of Directors

   ManagementBoard: FOR

   Reappoint Sophie A. Gasperment for a three-year term ending at the conclusion of the 2029 annual general meeting.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Cimpress’s named executive officers as described in the Compensation Discussion and Analysis, executive compensation tables, and related disclosures.

   More detail

   Proposal 2 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Cimpress’s named executive officers for fiscal year 2026. The proposal is submitted under Section 14A of the U.S. Securities Exchange Act and is commonly referred to as a say-on-pay vote. The proxy directs shareholders to evaluate the compensation through the Compensation Discussion and Analysis, executive compensation tables, and accompanying narrative disclosures. Cimpress states that the advisory nature of the vote means the result will not legally bind the company. Nevertheless, the Compensation Committee says it will take shareholder feedback into account when designing future executive compensation programs. The fiscal 2026 program consisted principally of base salary and performance share units, with FY26 PSU performance tied to variable gross profit and adjusted EBITDA. The company retained the same base salaries and long-term incentive grant values as in fiscal 2025, resulting in no change in target compensation. The FY26 PSUs were subject to performance multipliers and four-year service-based vesting, and final multipliers of 92% for Cimpress-based awards and 93% for VistaPrint-based awards were approved after year-end. The Board recommends a vote FOR, while noting that the Compensation Committee will consider the shareholder vote and broader compensation disclosures in future program design.

3. 3

   Renew Authority to Issue Ordinary Shares

   ManagementBoard: FOR

   Renew the Board’s authority, until June 8, 2028, to allot and issue authorized but unissued ordinary shares and grant rights to acquire shares up to 4,923,762 shares, equal to 20% of issued and outstanding share capital excluding treasury shares.

   More detail

   Proposal 3 asks shareholders to renew the Board’s statutory authority under Irish law to issue ordinary shares and grant rights to acquire ordinary shares. The authority would cover up to 4,923,762 shares, representing 20% of Cimpress’s issued and outstanding ordinary share capital excluding treasury shares as of October 12, 2026. The authorization would expire on June 8, 2028, approximately 18 months after the annual meeting, unless earlier renewed, varied, or revoked. Cimpress explains that Irish public companies generally need shareholder authorization to issue shares or grant rights to acquire them, subject to an employee share-scheme exception. Management seeks the authority to retain flexibility for acquisitions, financings, other general corporate purposes, and equity compensation for non-employee directors. The company argues that requiring separate shareholder approval for each issuance could create delay and uncertainty that would impair timely transactions. The proposal also acknowledges potential dilution and therefore limits the authority to 20% and a defined period. Because Cimpress is Nasdaq-listed, any issuance remains subject to Nasdaq shareholder-approval rules, including rules concerning issuances above 20% or below the applicable minimum price. The Board recommends voting FOR because it views the limited authority as a balance between transaction flexibility and shareholder dilution protections.

4. 4

   Renew Authority to Opt Out of Statutory Preemption Rights

   ManagementBoard: FOR

   Renew the Board’s authority, until June 8, 2028, to issue ordinary shares for cash without applying Irish statutory preemption rights, subject to specified limits and the approval of Proposal 3.

   More detail

   Proposal 4 asks shareholders to renew the Board’s power to issue equity securities for cash without applying Ireland’s statutory preemption rights. Under Irish law, those rights generally require cash issuances to be offered first to existing shareholders pro rata unless shareholders authorize an opt-out. The proposed authority is expressly conditional on approval of Proposal 3, which supplies the underlying share-issuance authority. It would permit proportional rights offerings and other cash issuances up to 4,923,762 shares, or 20% of issued and outstanding ordinary shares excluding treasury shares. The authority would expire on June 8, 2028 unless earlier renewed, varied, or revoked. Cimpress argues that preserving the opt-out is important for efficient capital raising because pro rata rights could delay transactions and discourage potential purchasers of securities. Management also notes that such preemption rights are uncommon for publicly traded companies domiciled in the United States, although Cimpress is an Irish public limited company. The resolution includes limits and customary provisions addressing treasury shares, fractional entitlements, record dates, and legal or regulatory requirements. Unlike the other proposals, Proposal 4 requires a special resolution and at least 75% of votes cast for approval. The Board recommends voting FOR because it believes the authority preserves financing flexibility while remaining capped and time-limited.

5. 5

   Reappoint PricewaterhouseCoopers Ireland as Statutory Auditor

   ManagementBoard: FOR

   Reappoint PricewaterhouseCoopers Ireland as Cimpress’s Irish statutory auditor to serve until the conclusion of the 2027 annual general meeting.

6. 6

   Authorize the Board or Audit Committee to Determine Statutory Auditor Remuneration

   ManagementBoard: FOR

   Authorize the Board or its Audit Committee to determine PricewaterhouseCoopers Ireland’s remuneration as Irish statutory auditor for the duration of its term.

   More detail

   Proposal 6 asks shareholders to authorize the Board or the Audit Committee to determine the remuneration of PricewaterhouseCoopers Ireland during its term as Cimpress’s Irish statutory auditor. The request arises from the Irish Companies Act 2014, which requires statutory auditor remuneration to be fixed by shareholders or in a manner determined at a general meeting. The proposal would avoid requiring shareholders to set a specific fee amount at the annual meeting. Cimpress states that the authority would apply for the duration of PricewaterhouseCoopers Ireland’s term of office. The Board has delegated the practical authority to determine the auditor’s remuneration to the Audit Committee under Board procedures and applicable law. The Audit Committee is also responsible for evaluating and retaining the independent registered public accounting firm and approving its compensation in the U.S. reporting context. The proxy identifies PricewaterhouseCoopers Ireland as the Irish statutory auditor and notes its affiliation with PricewaterhouseCoopers LLP, Cimpress’s U.S. independent registered public accounting firm. The proposal is administrative and intended to satisfy Irish statutory requirements while allowing the appropriate Board committee to negotiate and approve fees. The Board recommends voting FOR the authorization.

7. 7

   Other Business Properly Presented at the Meeting

   ManagementBoard: FOR

   Transact any other business that may properly come before the annual general meeting or any adjournment.

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When is the Cimpress PLC 2026 annual meeting?

Cimpress PLC (CMPR) holds its 2026 annual shareholder meeting on Tuesday, December 8, 2026.

What is the record date for the Cimpress PLC 2026 meeting?

The record date for the Cimpress PLC 2026 meeting is Monday, October 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cimpress PLC's 2026 meeting?

The board is presenting 1 director nominee at the Cimpress PLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cimpress PLC 2026 meeting?

Shareholders will vote on 7 proposals at the Cimpress PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.