Logitech 2011 Annual Report Download - page 187

ANNUAl REPORT
175
Under our Articles of Incorporation one or more shareholders who represent together at least 10% of the share
capital of the Company may demand that the Board of Directors convene a meeting. Such demands must be made
in writing and received by the Board of Directors at least 60 days before the date of the proposed meeting.
The Company has received an exemption from compliance with a Nasdaq listing standard that requires that
the quorum for shareholder meetings be at least 33 1/3% of the outstanding voting shares. Under Swiss law, public
companies do not have specific quorum requirements for shareholder meetings. Accordingly, Logitech, like most
other Swiss public companies, does not observe quorum requirements with respect to its shareholder meetings.
In compliance with Swiss law, Logitech sends an invitation to all of its registered shareholders and publishes the
notice of the meeting in the Swiss financial press. It also sends a proxy statement, or a notice of availability of the
proxy statement, in either case prepared in accordance with U.S. securities laws, to all registered shareholders and
all beneficial shareholders where requested by the registered shareholder or required by law. Logitech has combined
the invitation required under Swiss law and the proxy statement required under U.S. law into one document, titled
Invitation and Proxy Statement, for its 2011 Annual General Meeting, and combined it with its Annual Report
required under Swiss law and U.S. law to create one convenient document for shareholders. Also, to encourage
attendance, Logitech holds its Annual General Meeting close to its operations in Switzerland.
6.4 Shareholders’ Right to Place Items on the Agenda of a Meeting
Under the Company’s Articles of Incorporation, one or more registered shareholders who together represent
shares representing at least the lesser of (i) one percent of the Company’s 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.
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. Demands by registered shareholders to
place an item on the agenda of a meeting of shareholders should be sent to: Secretary to the Board of Directors,
Logitech International S.A., Rue du Sablon 2-4, CH-1110 Morges, or c/o Logitech Inc., 6505 Kaiser Drive, Fremont,
CA 94555, USA.
6.5 Registration in the Company’s Share Register
Registration into the Company’s share register, or the sub-register maintained by the Company’s U.S. transfer
agent, The Bank of New York Mellon, occurs upon request and is not subject to any condition. The Company’s
share register closes before a general meeting of shareholders on a date designated by the Board of Directors. Only
those shareholders who are registered in the share register on the day the share register is closed have the right to
vote at the meeting.
7. Mandatory Offer and Change of Control Provisions
7.1 Mandatory Offer
Under Swiss law any shareholder who acquires more than 33 1/3% of the voting rights of a Swiss company
whose shares are listed in whole or in part in Switzerland is required to make an offer to acquire all listed equity
securities of the company at a minimum price. Logitech International S.A.’s Articles of Incorporation do not
remove this requirement. The Articles do not increase the participation threshold above which an offer must be
made. Consequently, any person having acquired more than a third of the Company’s voting rights will be required
to make an offer for all outstanding shares of the Company.
7.2 Change of Control Provisions
Please refer to our Compensation Report at pages 91 to 126 of our Annual Report, Invitation and Proxy
Statement for the 2011 Annual General Meeting, of which this Report is a part, for information on the severance
and change of control agreements in place with Logitech’s executive officers, and regarding the potential payments
in the event of termination of service of an executive officer or a change-in-control of Logitech.