Logitech 2014 Annual Report Download - page 75

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 following advisory resolution:
“Resolved, that the compensation paid to Logitech’s named executive officers as disclosed in the
Compensation Report, including the “Compensation Discussion and Analysis,” the Summary
Compensation table and the related compensation tables, notes, and narrative discussion, is
hereby approved.”
Proposal 3
Appropriation of Retained Earnings and Declaration of Dividend
Proposal
The Board of Directors proposes that CHF 458,536,520 (US $516,495,536 based on the exchange rate on
March 31, 2014) of retained earnings be appropriated as follows:
Year ended
March 31, 2014
Retained earnings available at the end of fiscal year 2014 ........................... CHF 458,536,520
Proposed dividends* ...................................................... CHF (42,761,295)
Balance of retained earnings to be carried forward ................................. CHF415,775,225
The Board of Directors proposes distribution of a gross dividend of CHF 0.2625 per share (approximately
US $0.2957 per share based on the exchange rate on March 31, 2014**), or an aggregate amount of approximately
CHF 42,761,295.*
No distribution shall be made on shares held in treasury by the Company and its subsidiaries.
If the proposal of the Board of Directors is approved, the dividend payment of CHF 0.2625 per share (or
approximately CHF 0.1706 per share after deduction of 35% Swiss withholding tax whenever required) will be
made on or about December 30, 2014 to all shareholders on record as of the record date (which will be on or about
December 29, 2014). We expect that the shares will be traded ex dividend as of approximately December 24, 2014.
Explanation
Under Swiss law, the use of retained earnings must be submitted to shareholders for approval or disapproval
at each annual general meeting. The retained earnings at the disposal of Logitech shareholders at the 2014 Annual
General Meeting are the earnings of Logitech International S.A., the Logitech parent holding company.
The proposal of the Board of Directors to distribute a gross dividend of CHF 0.2625 per share represents an
increase of 25% over the prior year, following a year of strong cash flow from operations, and is an indication of the
Board of Directors’ confidence in the future of the Company. Since fiscal year 2013, the Board of Directors decided
on a recurring annual gross dividend and not on an occasional one. As a consequence, the Company expects to
propose such a dividend to the shareholders of the Company every year (subject to the approval of the Company’s
statutory auditors in the applicable year).
Other than the distribution of the dividend, the Board of Directors proposes the carry-forward of retained
earnings based on the Board’s belief that it is in the best interests of Logitech and its shareholders to retain Logitech’s
earnings for future investment in the growth of Logitech’s business, for share repurchases, and for the possible
acquisition of other companies or lines of business.
* Calculated based on a gross dividend of CHF 0.2625 per share and 162,900,170 shares outstanding, net of
treasury shares, as of March 31, 2014. Distribution-bearing shares are all shares issued except for treasury
shares held by Logitech International S.A. on the day preceding the payment of the distribution.
** The actual exchange rate for dividend payments in U.S. dollars will be fixed closer to the record date.
ENglISH
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