Logitech 2015 Annual Report Download - page 35

Agenda Proposals and Explanations
25 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
Proposal 7
Elections to the Compensation Committee
Our Compensation Committee is presently composed of
four members, two of whom are not standing for re-election
to the Board of Directors. Following the amendment to the
Swiss corporate law on January 1, 2014, the members of
the Compensation Committee are to be elected annually
and individually by the shareholders. Only members of
the Board of Directors can be elected as members of the
Compensation Committee.
At the recommendation of the Nominating Committee, the
Board of Directors has nominated the three individuals
below to serve as members of the Compensation
Committee for a term of one year. Two of the nominees
currently serve as members of the Compensation
Committee and, as required by our Compensation
Committee charter, all of the nominees are independent in
accordance with the requirements of the listing standards
of the Nasdaq Stock Market, the outside director definition
of Section 162(m) of the U.S. Internal Revenue Code of
1986, as amended, the definition of a “non-employee
director” for purposes of Rule 16b-3 promulgated by the
U.S. Securities and Exchange Commission, and Rule
10C-1(b)(1) of the U.S. Securities Exchange Act of 1934,
as amended.
The term of office ends at the closing of the next Annual
General Meeting. There will be a separate vote on
each nominee.
7.A Re-election of Ms. Sally Davis
Proposal: The Board of Directors proposes that Ms. Sally
Davis be re-elected to the Compensation Committee for
a one-year term ending at the closing of the 2016 Annual
General Meeting.
For biographical information and qualifications of
Ms. Davis, please refer to “Corporate Governance and
Board of Directors Matters – Members of the Board of
Directors” on page 35.
7.B Re-election of Dr. Neil Hunt
Proposal: The Board of Directors proposes that Dr. Neil
Hunt be re-elected to the Compensation Committee for
a one-year term ending at the closing of the 2016 Annual
General Meeting.
For biographical information and qualifications of
Dr. Hunt, please refer to “Corporate Governance and
Board of Directors Matters – Members of the Board of
Directors” on page 36.
7.C Election of Mr. Dimitri Panayotopoulos
Proposal: The Board of Directors proposes that Mr. Dimitri
Panayotopoulos be elected to the Compensation
Committee for a one-year term ending at the closing of
the 2016 Annual General Meeting.
For biographical information and qualifications of
Mr. Panayotopoulos, please refer to. “Corporate
Governance and Board of Directors Matters –
Members of the Board of Directors” on page 37.
Voting Requirement to Approve Proposals
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
Our Board of Directors recommends a vote “FOR” the
election to the Compensation Committee of each of the
above nominees.