Logitech 2010 Annual Report Download - page 59

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ENglISH
Proxy Solicitation
We will bear the expense of soliciting proxies, and we have retained Georgeson, Inc. to solicit proxies for a
fee of $15,000 plus a reasonable amount to cover expenses. Certain of our directors, officers and other employees,
without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail or otherwise,
or we may ask our proxy solicitor to solicit votes and proxies on our behalf by telephone for a fee of $5.00 per phone
call, plus reasonable expenses. In the United States we are required to request that brokers and nominees who hold
shares in their names furnish our proxy material to the beneficial owners of the shares, and we must reimburse such
brokers and nominees for the expenses of doing so in accordance with certain U.S. statutory fee schedules.
Tabulation of Votes
Representatives of at least two Swiss banks will serve as scrutineers of the vote tabulations at the meeting. As
is typical for Swiss companies, our Share Registrar will tabulate the voting instructions of registered shareholders
that are provided in advance of the meeting.
Shareholder Proposals and Nominees
Shareholder Proposals for 2010 Annual General Meeting
Under our Articles of Incorporation, one or more registered shareholders who together represent shares
representing at least the lesser of (i) one percent of our issued share capital or (ii) an aggregate par value of one million
Swiss francs may demand that an item be placed on the agenda of a meeting of shareholders. Any such proposal must
be included by the Board in our materials for the meeting. A request to place an item on the meeting agenda must be
in writing, describe the proposal and be received by our Board of Directors at least 60 days prior to the date of the
meeting. The deadline to receive proposals for the agenda for the September 8, 2010 Annual General Meeting was
July 9, 2010. However, under Swiss law registered shareholders, or persons holding a valid proxy from a registered
shareholder, may propose alternatives to items on the 2010 Annual General Meeting agenda before or at the meeting.
Shareholder Proposals for 2011 Annual General Meeting
A registered shareholder that satisfies the minimum shareholding requirements in the Company’s Articles of
Incorporation may demand that an item be placed on the agenda for our 2011 meeting of shareholders by delivering
a written request describing the proposal to the Secretary of Logitech at our principal executive office in either
Switzerland or the United States no later than July 8, 2011. In addition, if you are a registered shareholder and
satisfy the shareholding requirements under Rule 14a-8 of the U.S. Securities Exchange Act of 1934 (the “Exchange
Act”), you may submit a proposal for consideration by the Board of Directors for inclusion in the 2011 Annual
General Meeting agenda by delivering a request and a description of the proposal to the Secretary of Logitech at our
principal executive office in either Switzerland or the United States no later than March 29, 2011. The proposal will
need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of shareholder
proposals in company-sponsored proxy materials under U.S. securities laws. Under the Company’s Articles of
Incorporation only registered shareholders are recognized as Logitech shareholders. As a result, if you are not a
registered shareholder you may not make proposals for the 2011 Annual General Meeting.
Nominations of Director Candidates
Nominations of director candidates by registered shareholders must follow the rules for shareholder proposals
above.
Provisions of Articles of Incorporation
The relevant provisions of our Articles of Incorporation regarding the right of one or more registered
shareholders who together represent shares representing at least the lesser of (i) one percent of our issued share
capital or (ii) an aggregate par value of one million Swiss francs to demand that an item be placed on the agenda of a
meeting of shareholders are available on our website at http://ir.logitech.com. You may also contact the Secretary of
Logitech at our principal executive office in either Switzerland or the United States to request a copy of the relevant
provisions of our Articles of Incorporation.