Logitech 2012 Annual Report Download - page 98

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 decrease of the term of office for members
of the Board of Directors from three years to one year, and the related amendment of Article 14, Paragraph 1 of the
Company’s Articles of Incorporation.
Proposal 9
Elections to the Board of Directors
Our Board of Directors is presently composed of nine members. Each director currently serves a three-year
term, with the terms of the directors staggered so that not all directors are up for election in any one year. Under
Proposal 8, the Board of Directors proposes a reduction of the term of office from three years to one year in the
interest of flexibility.
At the recommendation of the Nominating Committee, the Board has nominated the three individuals below
to serve as directors for a one-year term if Proposal 8 is approved by shareholders and for a three-year term if
Proposal 8 is not approved, beginning in each case as of the Annual General Meeting on September 5, 2012. Two
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 September 5, 2012. The third nominee was identified and recommended by
the Nominating Committee of the Board and approved by the Board in June 2012 as a nominee for election to
the Board.
There will be a separate vote on each nominee.
If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual General
Meeting, registered shareholders at the meeting or represented at the meeting by the Independent Representative
or third parties may vote either for: (1) a substitute nominee designated by the present Board to fill the vacancy;
or (2) another substitute nominee. Under Swiss law, Board members may only be appointed by shareholders; and
so if there is no substitute nominee and the individuals below are elected, the Board will consist 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.
For further information on the Board of Directors, including the current members of the Board, the Committees
of the Board, the means by which the Board exercises supervision of Logitech’s executive officers, and other
information, please see “Corporate Governance and Board of Directors Matters” below.
9.1 Re-election of Mr. Erh-Hsun Chang
Proposal: The Board of Directors proposes that Mr. Erh-Hsun Chang be re-elected to the Board for a further
one-year term if Proposal 8 is approved or a further three-year term if Proposal 8 is not approved.
Erh-Hsun Chang has been a member of the Board of Directors since June 2006. Until April 2006 Mr. Chang
was the Company’s Senior Vice President, Worldwide Operations and General Manager, Far East. Mr. Chang first
joined Logitech in 1986 to establish its operations in Taiwan. After leaving the Company in 1988, he returned in
1995 as Vice President, General Manager, Far Eastern Area and Worldwide Operations. In April 1997, Mr. Chang
was named Senior Vice President, General Manager, Far Eastern Area and Worldwide Operations. Mr. Chang’s
other business experience includes tenure as Vice President, Manufacturing Consulting at KPMG Peat Marwick, a
global professional services firm, between 1991 and 1995, and as Vice President, Sales and Marketing, Power Supply
Division, of Taiwan Liton Electronics Ltd., a Taiwanese electronics company, in 1995. Mr. Chang holds a BS degree
in Civil Engineering from Chung Yuang University, Taiwan, an MBA degree in Operations Management from the
University of Dallas, and an MS degree in Industrial Engineering from Texas A&M University. Mr. Chang is also
Vice Chairman of the Company’s subsidiary in Taiwan. He is 63 years old and is a Taiwan citizen.
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