Logitech 2014 Annual Report Download - page 78

Proposal 6
Release of the Board of Directors and Executive Officers from Liability for Activities during
Fiscal Year 2014
Proposal
The Board of Directors proposes that shareholders release the members of the Board of Directors and
Executive Officers from liability for activities during fiscal year 2014.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss
Code of Obligations, shareholders are requested to release the members of the Board of Directors and the Executive
Officers from liability for their activities during fiscal year 2014 that have been disclosed to shareholders. This
release from liability exempts members of the Board of Directors or Executive Officers from liability claims
brought by the Company or its shareholders on behalf of the Company against any of them for activities carried out
during fiscal year 2014 relating to facts that have been disclosed to shareholders. Shareholders that do not vote in
favor of the proposal, or acquire their shares after the vote without knowledge of the approval of this resolution, are
not bound by the result for a period ending six months after the vote.
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 and not counting the votes of any member of the Board of Directors or any
Logitech executive officers.
Recommendation
The Board of Directors recommends a vote “FOR” the proposal to release the members of the Board of
Directors and Executive Officers from liability for activities during fiscal year 2014.
Proposal 7
Elections to the Board of Directors
Our Board of Directors is presently composed of nine members. Until 2012, each director was elected for a
term of three years. At the Company’s 2012 Annual General Meeting, shareholders approved a change such that
each director, starting with the directors elected last year, will be subject to a term of one year.
At the recommendation of the Nominating Committee, the Board has nominated the ten individuals
below to serve as directors for a one-year term, beginning in each case as of the Annual General Meeting on
December 18, 2014. Nine of the nominees currently serve as members of the Board of Directors. Their current terms
expire on the date of the Annual General Meeting on December 18, 2014. The tenth nominee was recommended
by the Nominating Committee of the Board and approved by the Board in October 2014 as a nominee for election
to the Board.
The term of office ends at the closing of the next Annual General Meeting. There will be a separate vote on
each nominee.
Under Swiss law, Board members may only be appointed by shareholders. If the individuals below are elected,
the Board will be composed of ten members. The Board has no reason to believe that any of our nominees will be
unwilling or unable to serve if elected as a director.
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