Current Report Filing (8-k)
April 03 2020 - 4:22PM
Edgar (US Regulatory)
false0001262976
0001262976
2020-03-31
2020-03-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
Form 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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March 31, 2020
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Cimpress plc
(Exact Name of Registrant as Specified in Its Charter)
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Ireland
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000-51539
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98-0417483
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Building D,
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Xerox Technology Park
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A91 H9N9
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Dundalk, Co. Louth
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Ireland
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: +353 42 938 8500
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Exchange on Which Registered
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Ordinary Shares, nominal value per share of €0.01
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CMPR
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NASDAQ
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Global Select Market
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 31, 2020, Cimpress plc's board of directors approved changes to the compensation of Cimpress' named executive officers other than Robert Keane to reduce the named executive officers' base salaries by 50% effective April 5, 2020 and to grant to each executive, on a quarterly basis, a restricted share unit (RSU) award having the same value as the executive's salary reduction for that quarter. Each RSU award will vest in full on a designated date during the quarter following the quarter in which the award is granted, so long as the executive is still an employee of Cimpress plc or one of its subsidiaries on the vesting date. On the vesting date, each RSU is automatically converted into ordinary shares of Cimpress plc on a one-to-one basis.
Robert Keane, Cimpress' Chief Executive Officer, already receives all of his compensation in the form of performance share units, other than $684 per week paid in cash which is the minimum weekly salary for exempt employees under the U.S. Fair Labor Standards Act, and therefore there is no change to his compensation.
Cimpress expects that the changes in compensation structure described in this report will be temporary.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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No.
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Description
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104
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Cover Page Interactive Data File, formatted in iXBRL
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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.
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April 3, 2020
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Cimpress plc
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By:
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/s/ Sean E. Quinn
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Sean E. Quinn
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Executive Vice President and Chief Financial Officer
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