Logitech 2015 Annual Report Download - page 25

Agenda Proposals and Explanations
15 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
Proposal 2
Advisory Vote to Approve Executive Compensation
Proposal
The Board of Directors proposes that shareholders
approve, on an advisory basis, the compensation
of Logitech’s named executive officers disclosed in
Logitech’s Compensation Report for fiscal year 2015.
Explanation
At Logitech’s 2009 and 2010 Annual General Meetings,
the Logitech Board of Directors voluntarily asked
shareholders to approve Logitech’s compensation
philosophy, policies and practices, as set out in the
“Compensation Discussion and Analysis” section of the
Compensation Report, as a reflection of evolving best
practices in corporate governance in Switzerland and
in the United States. This proposal, commonly known
as a “say-on-pay” proposal, gave our shareholders the
opportunity to express their views on our compensation
as a whole. Shareholders were supportive of our
compensation philosophy, policies and practices in those
years and every year since.
Beginning with the 2011 Annual General Meeting, a
say-on-pay advisory vote was required for all public
companies, including Logitech, that are subject to the
applicable U.S. proxy statement rules. At the 2011 Annual
General Meeting, shareholders approved a proposal to
take this vote annually. Accordingly, the Board of Directors
is asking shareholders to approve, on an advisory basis,
the compensation of Logitech’s named executive officers
disclosed in the Compensation Report, including the
“Compensation Discussion and Analysis,” the Summary
Compensation table and the related compensation
tables, notes, and narrative. This vote is not intended
to address any specific items of compensation or any
specific named executive officer, but rather the overall
compensation of our named executive officers and
the philosophy, policies and practices described in the
Compensation Report.
This say-on-pay vote is advisory and therefore is
not binding. It is carried out as a best practice and to
comply with applicable U.S. proxy statement rules, and
is consequently independent from, and comes in addition
to, the binding vote on the compensation of the Board of
Directors for the 2015 to 2016 Board Year contemplated
in Proposal 8 and the binding vote on the Approval of
Compensation for the Group Management Team for
Fiscal Year 2017 contemplated in Proposal 9 below.
However, the say-on-pay vote will provide information to
us regarding shareholder sentiment about our executive
compensation philosophy, policies and practices,
which the Compensation Committee of the Board will
be able to consider when determining future executive
compensation. The Committee will seek to determine the
causes of any significant negative voting result.
As discussed in the Compensation Discussion and
Analysis section of Logitech’s 2015 Compensation
Report, Logitech has designed its compensation
programs to:
• provide compensation sufficient to attract and retain
the level of talent needed to create and manage an
innovative, high growth global company in highly
competitive and rapidly evolving markets;
• support a performance-oriented culture;
• maintain a balance between fixed and variable
compensation and place a significant portion of
total compensation at risk based on the Logitech’s
performance, while maintaining controls over
inappropriate risk-taking by factoring in both annual
and long-term performance;