Logitech 2010 Annual Report Download - page 61

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ENglISH
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 Annual Report, the Compensation Report,
the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal
year 2010.
Proposal 2
Advisory vote on compensation philosophy, policies and practices
Proposal
The Board of Directors proposes that shareholders approve, on an advisory basis, Logitech’s compensation
philosophy, policies and practices as set out in the “Compensation Discussion and Analysis” section of the
Compensation Report for fiscal year 2010.
Explanation
At Logitech’s 2009 Annual General Meeting the Logitech Board of Directors asked shareholders to approve
Logitech’s compensation philosophy, policies and practices, as a reflection of evolving best practices in corporate
governance in Switzerland and in the United States. The shareholders approved the proposal in 2009, and the Board
of Directors is again asking shareholders for their advisory vote. This advisory vote is non-binding; however, the
Board and the Compensation Committee of the Board will consider the voting results and seek to determine the
causes of any significant negative voting result.
As discussed in the Compensation Discussion and Analysis section of Logitech’s 2010 Compensation Report,
Logitech has designed its compensation programs to attract, retain and motivate the high caliber of executives,
managers and staff that is critical to the long-term success of its business. More specifically, Logitech’s executive
compensation programs have been designed to:
• be competitive with comparable companies in the industry and in the region where the executive is
based to attract and retain top talent;
• maintain a balance between fixed and variable compensation and place a significant portion of total
compensation at risk based on Logitech’s performance, while maintaining controls over inappropriate
risk-taking;
• align executive compensation with shareholders’ interests by tying a significant portion of compensation
to increasing share value;
• support a performance-oriented environment that rewards superior performance; and
• reflect the Compensation Committee’s assessment of an executive’s role and past performance through
base salary and short-term incentives, and his or her potential for future contribution to Logitech through
long-term equity incentive awards.
The Compensation Committee of the Board has developed a compensation program that is described more
fully in the Compensation Report included in this Invitation and Proxy Statement. Logitech’s compensation
philosophy, compensation components for employees below the executive level, compensation program risks and
design, and compensation paid during fiscal year 2010 are also set out in the Compensation Report.