Logitech 2014 Annual Report Download - page 76

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 proposed appropriation of retained
earnings with respect to fiscal year 2014, including the payment of a dividend to shareholders in an amount of CHF
0.2625 per share.
Proposal 4
Amendment of the Articles of Incorporation in order to Comply with the New Swiss Corporate Law
Proposal
The Board of Directors proposes that the Company’s Articles of Incorporation be amended to reflect recent
changes to the Swiss legal framework.
The Board of Directors proposes that the Articles of Incorporation of the Company be amended in the manner
set forth in Appendix A attached at the end of this Invitation and Proxy Statement. The French text of the proposed
changes to the Articles of Incorporation, which is the only one to be legally binding, can be consulted on our
website at http://ir.logitech.com.
Explanation
On January 1, 2014, Swiss corporate law was amended by the entry into force of the Ordinance Against
Excessive Compensation by Listed Companies, commonly referred to as the “Minder Ordinance”.
The “Minder Ordinance” introduces, among other things, the following amendments to Swiss corporate law:
• mandatoryelectionbyshareholders,onanindividualbasis,ofthemembersoftheBoardofDirectors,
the Chairman of the Board, the members of the Compensation Committee and the Independent
Representative of shareholders (Independent Representative) for a term of office ending at the closing
of the following annual general meeting;
• annualbindingshareholdervoteontheaggregatecompensationoftheBoardofDirectorsandExecutive
Officers; and
• prohibition of institutional representation of shareholders at the annual general meeting, other than
through the Independent Representative. Under the new legislation, shareholders have the choice
to attend the shareholders’ meetings in person, appoint a proxy of their choice, or give proxy to the
Independent Representative.
Also, the Minder Ordinance requires that the Articles of Incorporation of Swiss listed companies include,
among other things, provisions regarding the approval of the compensation of the Board of Directors and Executive
Officers, the main powers and duties of the Compensation Committee of the Board, the basic principles of the
compensation of the members of the Board of Directors and Executive Officers, the maximum number of external
mandates of members of the Board of Directors and Executive Officers and the maximum duration of agreements
between the company and members of the Board of Directors and Executive Officers relating to compensation.
Therefore, the Board of Directors proposes to amend the Articles of Incorporation of the Company to satisfy
the requirements set forth in the new legislation.
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 of the Board
The Board of Directors recommends a vote “FOR” approval of the proposed amendments to the Articles
of Incorporation.
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