Logitech 2013 Annual Report Download - page 15

Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast in person or by proxy at the Annual General
Meeting, not counting abstentions.
Recommendation
The Board of Directors recommends a vote “FOR” approval of the following advisory resolution:
“Resolved, that the compensation paid to Logitech’s named executive officers as disclosed in the
Compensation Report, including the “Compensation Discussion and Analysis,” the Summary
Compensation table and the related compensation tables, notes, and narrative discussion, is
hereby approved.”
Proposal 3
Appropriation of Retained Earnings and Declaration of Dividend
Proposal
The Board of Directors proposes that CHF 354,602,000 (US $372,332,100 based on the exchange rate on
March 31, 2013) of retained earnings be appropriated as follows:
Year ended
March 31, 2013
Retained earnings available at the end of fiscal year 2013 ............................ CHF 354,602,000
Proposed dividends* ....................................................... CHF (33,442,749)
Balance of retained earnings to be carried forward .................................. CHF321,159,251
The Board of Directors proposes distribution of a gross dividend of CHF 0.21 per share (US $0.22 per share
based on the exchange rate on March 31, 2013), or an aggregate amount of approximately CHF 33,442,749.*
No distribution shall be made on shares held in treasury by the Company and its subsidiaries.
If the proposal of the Board of Directors is approved, the dividend payment of CHF 0.21 per share (or
CHF 0.1365 per share after deduction of 35% Swiss withholding tax whenever required) will be made on or about
September 17, 2013 to all shareholders on record as of the record date (which will be on or about September 16,
2013). We expect that the shares will be traded ex dividend as of approximately September 12, 2013.
Explanation
Under Swiss law, the use of retained earnings must be submitted to shareholders for approval or disapproval
at each annual general meeting. The retained earnings at the disposal of Logitech shareholders at the 2013 Annual
General Meeting are the earnings of Logitech International S.A., the Logitech parent holding company.
The proposal of the Board of Directors to distribute a gross dividend of CHF 0.21 per share is an indication
of the Board of Directors’ confidence in the future of the Company. The Board of Directors decided on a recurring
annual gross dividend of CHF 0.21 per share and not on an occasional one. As a consequence, the Company expects
to propose such a dividend to the shareholders of the Company every year since fiscal year 2013 (subject to the
approval of the Company’s statutory auditors in the applicable year).
Other than the distribution of the dividend, the Board of Directors proposes the carry-forward of retained
earnings based on the Board’s belief that it is in the best interests of Logitech and its shareholders to retain Logitech’s
earnings for future investment in the growth of Logitech’s business, for share repurchases, and for the possible
acquisition of other companies or lines of business.
* Calculated based on a gross dividend of CHF 0.21 per share and 159,251,184 shares outstanding, net of
treasury shares, as of March 31, 2013. Distribution-bearing shares are all shares issued except for treasury
shares held by Logitech International S.A. on the day preceding the payment of the distribution.
PROX Y STATEMENT
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