Logitech 2013 Annual Report Download - page 146

2.5 Non-Voting Shares and Bonus Certificates
The Company has not issued non-voting shares (“bons de participation,” “Partizipationsscheine”). The
Company has not issued certificates or equity securities that provide financial rights in consideration for services
rendered or claims waived (referred to as “bonus certificates,” “bons de jouissance,” or “Genussscheine”).
2.6 Limitations on Transferability and Nominee Registration
The Company and its agent, The Bank of New York Mellon, as U.S. transfer agent, maintain a share register
that lists the names of the registered owners of the Company’s shares. Registration in the share register occurs upon
request and is not subject to any conditions. Nominee companies and trustees can be entered into the share register
with voting rights. There are no restrictions on transfers of shares under the Company’s Articles of Incorporation
or Swiss law. However, only holders of shares that are recorded in the share register are recognized as shareholders,
and a transfer of shares reflected in the share register is recognized by the Company only to the extent we are
notified of the transfer.
Refer to section 6.1 for the conditions for exercise of shareholders’ voting rights.
2.7 Conversion and Option Rights
Logitech does not have any outstanding bonds or other publicly traded securities with conversion rights and
has not issued warrants on its shares.
Logitech has issued stock options, including performance-based stock options and premium-priced stock
options, and restricted stock units, including performance-based restricted stock units, to its employees and
directors. Please refer to Logitech’s Compensation Report included with this Annual Report, Invitation and Proxy
Statement, under the heading “Equity Compensation Plan Information” at pages 86 to 87, for details on option
rights and restricted stock units issued under our employee equity incentive plans, as well as other information
regarding those plans, and to Note 4 – Employee Benefit Plans – included in our Consolidated Financial Statements.
3. The Board of Directors
For the current members of our Board of Directors, further information regarding the Board of Directors,
Board Committees, and the allocation of responsibility between the Board of Directors and executive officers,
please see our Annual Report, Invitation and Proxy Statement for the 2013 Annual General Meeting, under the
heading “Corporate Governance and Board of Directors Matters” at pages 28 to 42.
4. Senior Management
4.1 Members of Senior Management
The members of our senior management, referred to by Logitech as our “executive officers,” are set out below.
Guerrino De Luca .................
60 Years Old
Director since 1998
Chairman of the Board of Directors
Italian and U.S. national
Guerrino De Luca has served as Chairman of the Logitech Board of
Directors since January 2008. Mr. De Luca served as Logitech’s Chief
Executive Officer from April 2012 to January 2013 and as acting
President and Chief Executive Officer from July 2011 to April 2012.
Previously Mr. De Luca served as Logitech’s President and Chief
Executive Officer from February 1998, when he joined the Company,
to January 2008. Prior to joining Logitech, Mr. De Luca served as
Executive Vice President of Worldwide Marketing for Apple Computer,
Inc., a consumer electronics and computer company, from February
1997 to September 1997, and as President of Claris Corporation, a U.S.
personal computing software vendor, from May 1994 to February 1997.
Prior to joining Claris, Mr. De Luca held various positions with Apple
in the United States and in Europe. Mr. De Luca holds a Laurea degree
in Electronic Engineering from the University of Rome, Italy.
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