Logitech 2013 Annual Report Download - page 27

Proposal 7
Release of the Board of Directors and Executive Officers from Liability for Activities during
Fiscal Year 2013
Proposal
The Board of Directors proposes that shareholders release the members of the Board of Directors and
Executive Officers from liability for activities during fiscal year 2013.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss
Code of Obligations, shareholders are requested to release the members of the Board of Directors and the Executive
Officers from liability for their activities during fiscal year 2013 that have been disclosed to shareholders. This
release from liability exempts members of the Board of Directors or Executive Officers from liability claims
brought by the Company or its shareholders on behalf of the Company against any of them for activities carried out
during fiscal year 2013 relating to facts that have been disclosed to shareholders. Shareholders that do not vote in
favor of the proposal, or acquire their shares after the vote without knowledge of the approval of this resolution, are
not bound by the result for a period ending six months after the vote.
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 and not counting the votes of any member of the Board of Directors, any Logitech
executive officers or any votes represented by Logitech.
Recommendation
The Board of Directors recommends a vote “FOR” the proposal to release the members of the Board of
Directors and Executive Officers from liability for activities during fiscal year 2013.
Proposal 8
Elections to the Board of Directors
Our Board of Directors is presently composed of nine members. Until last year, each director was elected for
a term of three years. At the Company’s 2012 Annual General Meeting, shareholders approved a change such that
each director, starting with the directors elected last year, will be subject to a term of one year. The members of the
Board elected at the 2011 Annual General Meeting will remain in office until the expiry of their three-year term.
At the recommendation of the Nominating Committee, the Board has nominated the eight individuals
below to serve as directors for a one-year term, beginning in each case as of the Annual General Meeting on
September 4, 2013. Seven 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 4, 2013. The eighth nominee, our new Chief
Executive Officer as January 1, 2013, was recommended by the Nominating Committee of the Board and approved
by the Board in June 2013 as a nominee for election to the Board. Mr. Erh-Hsun Chang, having served the Company
in an officer and executive role for thirteen years and as a member of the Board for an additional seven years, has
decided to retire and not to stand for re-election. Mr. Matthew Bousquette was elected for a three-year term at the
2011 Annual General Meeting and consequently will remain in office until the 2014 Annual General Meeting.
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
PROX Y STATEMENT
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