CIMPRESS plc 8-K

What Happened

• Cimpress plc announced the final voting results from its Annual General Meeting of Shareholders held on December 17, 2025 (record date October 16, 2025). There were 24,671,784 ordinary shares issued and eligible to vote.
• Shareholders reappointed Robert S. Keane and Scott J. Vassalluzzo to the Board for three-year terms ending at the 2028 annual meeting; approved an advisory (non‑binding) vote on executive compensation; renewed board authority to issue ordinary shares and to opt out of statutory preemption rights; and reappointed PricewaterhouseCoopers Ireland as statutory auditor.

Key Details

• Shares eligible to vote: 24,671,784 (record date Oct 16, 2025). AGM date: Dec 17, 2025.
• Director votes: Robert S. Keane — 19,531,973 FOR / 2,197,044 AGAINST / 29,306 abstentions (1,814,831 broker non‑votes). Scott J. Vassalluzzo — 17,181,673 FOR / 4,547,066 AGAINST / 29,583 abstentions (1,814,831 broker non‑votes).
• Share-authority renewals: Approved to allow the Board, until June 17, 2027, to issue up to 20% of issued and outstanding share capital and to opt out of Irish statutory preemption rights for cash issuances up to 20%.
• Auditor: PricewaterhouseCoopers Ireland reappointed as statutory auditor until the 2026 AGM; the Board or Audit Committee was authorized to set PwC’s remuneration.

Why It Matters

• Board continuity: Reappointment of two directors maintains current leadership and strategy oversight for the next three years. The advisory approval of executive compensation signals shareholder sentiment on pay (non‑binding).
• Potential dilution and financing flexibility: Renewing authority to issue up to 20% of share capital and to opt out of preemption rights gives the Board flexibility to raise capital or use shares for acquisitions without offering them first to existing shareholders — this can affect share dilution and should be watched by investors.
• Auditor stability: Reappointing PwC Ireland keeps the company’s audit arrangements unchanged through 2026.

(Report filed on Form 8‑K on Dec 22, 2025.)