UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than
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Check the appropriate
box: |
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Preliminary Proxy
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy
Statement |
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Definitive Additional
Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Logitech International S.A. |
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(Name of Registrant as
Specified In Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |
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Payment of Filing Fee (Check
the appropriate box): |
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No fee required. |
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
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July 24, 2015
To our shareholders:
You are cordially invited to attend Logitechs
2015 Annual General Meeting. The meeting will be held on Wednesday,
September 9, 2015 at 2:00 p.m. at the SwissTech Convention Center, EPFL,
in Lausanne, Switzerland.
Enclosed is the Invitation and Proxy Statement
for the meeting, which includes an agenda and discussion of the items to
be voted on at the meeting, instructions on how you can exercise your
voting rights, information concerning Logitechs compensation of its Board
members and executive officers, and other relevant information.
Whether or not you plan to attend the Annual
General Meeting, your vote is important.
Thank you for your continued support of
Logitech.
Guerrino De Luca Chairman of the
Board
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LOGITECH INTERNATIONAL
S.A.
Invitation to the Annual General
Meeting
Wednesday, September 9, 2015
2:00 p.m. (registration starts at
1:30 p.m.)
SwissTech Convention Center, EPFL
Lausanne, Switzerland
*****
AGENDA
A. |
Reports |
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Report on Operations for the
fiscal year ended March 31, 2015 |
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B. |
Proposals |
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1. |
Approval of the Annual Report,
the consolidated financial statements and the statutory financial
statements of Logitech International S.A. for fiscal year
2015 |
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2. |
Advisory vote to approve
executive compensation |
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3. |
Appropriation of retained
earnings and declaration of dividend |
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4. |
Release of the Board of Directors
and Executive Officers from liability for activities during fiscal year
2015 |
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5. |
Elections to the Board of
Directors |
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5. A. Re-election of Mr. Kee-Lock Chua |
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5. B. Re-election of Mr. Bracken Darrell |
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5. C. Re-election of Ms. Sally Davis |
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5. D. Re-election of Mr. Guerrino De Luca |
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5. E. Re-election of Mr. Didier Hirsch |
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5. F. Re-election of Dr. Neil Hunt |
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5. G. Re-election of Mr. Dimitri Panayotopoulos |
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5. H. Election of Dr. Edouard Bugnion |
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5. I. Election of Ms. Sue Gove |
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5. J. Election of Dr. Lung Yeh |
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6. |
Election of the Chairman of the
Board |
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7. |
Elections to the Compensation
Committee |
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7. A. Re-election of Ms. Sally Davis |
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7. B. Re-election of Dr. Neil Hunt |
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7. C. Election of Mr. Dimitri Panayotopoulos |
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8. |
Approval of Compensation for the
Board of Directors for the 2015 to 2016 Board Year |
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9. |
Approval of Compensation for the
Group Management Team for Fiscal Year 2017 |
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10. |
Re-election of KPMG AG as
Logitechs auditors and ratification of the appointment of KPMG LLP as
Logitechs independent registered public accounting firm for fiscal year
2016 |
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11. |
Re-election of Ms. Béatrice
Ehlers as Independent Representative |
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Apples, Switzerland, July 24, 2015 |
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The Board of
Directors |
Questions
and Answers about The Logitech 2015 Annual General
Meeting |
General Information for
All Shareholders
WHY AM I RECEIVING THIS INVITATION
AND PROXY STATEMENT? |
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This document is designed to comply
with both Swiss corporate law and U.S. proxy statement rules. Outside of
the U.S. and Canada this Invitation and Proxy Statement will be made
available to registered shareholders with certain portions translated into
French and German. We made copies of this Invitation and Proxy Statement
available to shareholders beginning on July 24, 2015.
The Response Coupon is solicited on
behalf of the Board of Directors of Logitech for use at Logitechs Annual
General Meeting. The meeting will be held on Wednesday, September 9, 2015
at 2:00 p.m. at the SwissTech Convention Center, EPFL, in Lausanne,
Switzerland. |
WHO IS ENTITLED TO VOTE AT
THE MEETING? |
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Shareholders registered in the Share
Register of Logitech International S.A. (including in the sub-register
maintained by Logitechs U.S. transfer agent, Computershare) on Thursday,
September 3, 2015 have the right to vote. No shareholders will be entered
in the Share Register between September 3, 2015 and the day following the
meeting. As of June 30, 2015, there were 102,572,279 shares registered and
entitled to vote out of a total of 164,430,567 Logitech shares
outstanding. The actual number of registered shares that will be entitled
to vote at the meeting will vary depending on how many more shares are
registered, or deregistered, between June 30, 2015 and September 3, 2015.
For information on the criteria for
the determination of the U.S. and Canadian street name beneficial owners
who may vote with respect to the meeting, please refer to Further
Information for U.S. and Canadian Street Name Beneficial Owners
below. |
WHO IS A
REGISTERED SHAREHOLDER? |
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If your shares are registered
directly in your name with us in the Share Register of Logitech
International S.A., or in our sub-register maintained by our U.S. transfer
agent, Computershare, you are considered a registered shareholder, and
this Invitation and Proxy Statement and related materials are being sent
or made available to you by Logitech. |
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Proxy Statement |
Questions
and Answers about The Logitech 2015 Annual General
Meeting |
WHO IS A BENEFICIAL OWNER
WITH SHARES REGISTERED IN THE NAME OF A CUSTODIAN, OR STREET
NAME OWNER? |
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Shareholders that have not requested
registration on our Share Register directly, and hold shares through a
broker, trustee or nominee or other similar organization that is a
registered shareholder, are beneficial owners of shares registered in the
name of a custodian. If you hold your Logitech shares through a U.S. or
Canadian broker, trustee or nominee or other similar organization (also
called holding in street name), which is the typical practice of our
shareholders in the U.S. and Canada, the organization holding your account
is considered the registered shareholder for purposes of voting at the
meeting, and this Invitation and Proxy Statement and related materials are
being sent or made available to you by them. You have the right to direct
that organization on how to vote the shares held in your
account. |
WHY IS IT IMPORTANT FOR ME TO
VOTE? |
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Logitech is a public company and key
decisions can only be made by shareholders. Whether or not you plan to
attend, your vote is important so that your shares are
represented. |
HOW MANY REGISTERED
SHARES MUST BE PRESENT OR REPRESENTED TO CONDUCT BUSINESS AT
THE MEETING? |
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There is no quorum requirement for
the meeting. Under Swiss law, public companies do not have specific quorum
requirements for shareholder meetings, and our Articles of Incorporation
do not otherwise provide for a quorum requirement. |
WHERE ARE LOGITECHS PRINCIPAL EXECUTIVE OFFICES? |
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Logitechs principal executive
office in Switzerland is at EPFL Quartier de
lInnovation, Daniel Borel Innovation Center 1015 Lausanne, Switzerland,
and our principal executive office in the United States is at 7700 Gateway
Boulevard, Newark, California 94560. Logitechs main telephone number in
Switzerland is +41-(0)21-863-5111 and our main telephone number in the
United States is +1-510-795-8500. |
HOW CAN I OBTAIN LOGITECHS
PROXY STATEMENT, ANNUAL REPORT AND OTHER ANNUAL
REPORTING MATERIALS? |
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A copy of our 2015 Annual Report to
Shareholders, this Invitation and Proxy Statement and our Annual Report on
Form 10-K for fiscal year 2015 filed with the U.S. Securities and Exchange
Commission (the SEC) are available on our website at http://ir.logitech.com.
Shareholders also may request free copies of these materials at our
principal executive offices in Switzerland or the United States, at the
addresses and phone numbers above. |
WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING? |
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We intend
to announce voting results at the meeting and issue a press release
promptly after the meeting. We will also file the results on a Current
Report on Form 8-K with the SEC by Tuesday, September 15, 2015. A copy of the Form 8-K will be available on
our website at http://ir.logitech.com. |
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Proxy
Statement |
2 |
Questions
and Answers about The Logitech 2015 Annual General
Meeting |
IF I
AM NOT A REGISTERED SHAREHOLDER, CAN
I ATTEND AND VOTE AT THE MEETING? |
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You may not attend the meeting and
vote your shares in person at the meeting unless you either become a
registered shareholder by September 3, 2015 or you obtain a legal proxy
from the broker, trustee or nominee that holds your shares, giving you the
right to vote the shares at the meeting. If you hold your shares through a
non-U.S. or non-Canadian broker, trustee or nominee, you may become a
registered shareholder by contacting our Share Registrar at Logitech
International S.A., c/o Devigus Shareholder Services, Birkenstrasse 47,
CH-6343 Rotkreuz, Switzerland, and following their registration
instructions or, in certain countries, by requesting registration through
the bank or brokerage through which you hold your shares. If you hold your
shares through a U.S. or Canadian broker, trustee or nominee, you may
become a registered shareholder by contacting your broker, trustee or
nominee, and following their registration
instructions. |
Further Information for
Registered Shareholders |
HOW CAN I VOTE IF I DO NOT
PLAN TO ATTEND THE MEETING? |
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If you do not plan to attend the
meeting, you may appoint the Independent Representative, Ms. Béatrice
Ehlers, to represent you at the meeting. Please provide your voting
instructions by marking the applicable boxes beside the agenda items on
the Internet voting site for registered shareholders,
gvmanager.ch/logitech for shareholders on the Swiss share register
or www.proxyvote.com for shareholders on the U.S. share register,
or on the Response Coupon or Proxy Card, as applicable. |
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SWISS SHARE REGISTER
INTERNET VOTING Go to the Internet
voting site gvmanager.ch/logitech and log in with your one-time
code on the Response Coupon. Please use the menu item Grant
Procuration and submit your instructions by clicking on the Send
button. Your code is only valid once; it expires once you have submitted your voting or any other instructions and signed off the portal. As long as you remain signed in to the portal,
you may change your voting instructions at your discretion.
SWISS SHARE
REGISTER RESPONSE COUPON
Mark the box under Option 3 on the enclosed Response Coupon. Please sign,
date and promptly mail your completed Response Coupon to Ms. Béatrice
Ehlers using the appropriate enclosed postage-paid
envelope. |
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U.S. SHARE REGISTER
INTERNET VOTING Go to the Internet
voting site www.proxyvote.com and log in with your 16-digit voting
control number printed in the box marked by the arrow on the Notice of
Internet Availability of Proxy Materials that you received from us. Please
follow the menus to select the Independent Representative, Ms. Béatrice
Ehlers, to represent you at the meeting.
U.S. SHARE
REGISTER PROXY
CARD If you have requested a Proxy Card, mark the box
Yes on the Proxy Card to select the Independent Representative, Ms.
Béatrice Ehlers, to represent you at the meeting. Please sign, date and
promptly mail your completed Proxy Card to Broadridge using the enclosed
postage-paid envelope. |
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Proxy Statement |
Questions
and Answers about The Logitech 2015 Annual General
Meeting |
HOW CAN I ATTEND THE MEETING? |
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If you wish to attend the meeting,
you will need to obtain an admission card. You may order your admission
card on the Internet voting site for registered shareholders,
www.gvmanager.ch/logitech for shareholders on the Swiss share
register or www.proxyvote.com for shareholders on the U.S. share
register, or on the Response Coupon or Proxy Card, as applicable, and we
will send you an admission card for the meeting. If an admission card is
not received by you prior to the meeting and you are a registered
shareholder as of September 3, 2015, you may attend the meeting by
presenting proof of identification at the meeting. |
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SWISS SHARE REGISTER
INTERNET VOTING Go to the Internet
voting site gvmanager.ch/logitech and log in with your one-time
code on the Response Coupon. Please use the menu item Order
Admission Card. Your code is only valid once; it expires as soon as you have ordered an admission card by clicking on the “Send” button or submitted any other instructions and signed off the portal.
SWISS SHARE REGISTER
RESPONSE COUPON Mark the box under
Option 1 on the enclosed Response Coupon. Please send the completed,
signed and dated Response Coupon to Logitech using the enclosed
postage-paid envelope by Thursday, September 3, 2015. |
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U.S. SHARE REGISTER
INTERNET VOTING Go to the Internet voting site
www.proxyvote.com and log in with your 16-digit voting control
number printed in the box marked by the arrow on the Notice of Internet
Availability of Proxy Materials that you received from us. Please follow
the menus to indicate that you will personally attend the
meeting.
U.S. SHARE
REGISTER PROXY CARD If you have
requested a Proxy Card, mark the box Yes on the Proxy Card to indicate
that you will personally attend the meeting. Please sign, date and
promptly mail your completed Proxy Card to Broadridge using the enclosed
postage-paid envelope by Thursday, September 3,
2015. |
CAN I HAVE ANOTHER PERSON REPRESENT ME AT THE
MEETING? |
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Yes. If you would like someone other
than the Independent Representative to
represent you at the meeting, please mark Option 2 on the Response Coupon
(for shareholders on the Swiss share register) or, if you requested a
Proxy Card (for shareholders on the U.S. share register), mark the box on
the Proxy Card to authorize the person you name on the reverse side of the
Proxy Card. On either the Response Coupon or the Proxy Card, please
provide the name and address of the person you want to represent you.
Please return the completed, signed and dated Response Coupon to Logitech
or Proxy Card to Broadridge, using the enclosed postage-paid envelope by
September 3, 2015. We will send an admission card for the meeting to your
representative. If the name and address instructions you provide are not
clear, Logitech will send the admission card to you, and you must forward
it to your representative.
If you requested and received an admission
card to attend the meeting, you can also authorize someone other than the Independent
Representative to represent you at the meeting on the admission card and provide
that signed, dated and completed admission card to your representative, together
with your voting instructions.
You do not have the option to order
an admission card for your representative on the Internet voting
sites. |
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Proxy
Statement |
4 |
Questions
and Answers about The Logitech 2015 Annual General
Meeting |
CAN I SELL MY
SHARES BEFORE THE MEETING IF I HAVE VOTED? |
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Logitech does not block the transfer
of shares before the meeting. However, if you sell your Logitech shares
before the meeting and Logitechs Share Registrar is notified of the sale,
your votes with those shares will not be counted. Any person who purchases
shares after the Share Register closes on Thursday, September 3, 2015 will
not be able to register them until the day after the meeting and so will
not be able to vote the shares at the meeting. |
IF I VOTE BY
PROXY, CAN I CHANGE MY VOTE AFTER I HAVE VOTED? |
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You may change your vote by Internet
or by mail through September 3, 2015. You may also change your vote by
attending the meeting and voting in person. For shareholders on the Swiss
share register, you may revoke your vote by requesting a new one-time code
and providing new voting instructions at gvmanager.ch/logitech,
or by requesting and submitting a new Response Coupon from our Swiss Share Register at
Devigus Shareholder Services (by telephone at +41-41-798-48-33 or by
e-mail at logitech@devigus.com). For shareholders on the U.S. share register, you may revoke your
vote by providing new voting instructions at www.proxyvote.com, if
you voted by Internet, or by requesting and submitting a new Proxy Card.
Your attendance at the meeting will not automatically revoke your vote or
Response Coupon or Proxy Card unless you vote again at the meeting or
specifically request in writing that your prior voting instructions be
revoked. |
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SWISS SHARE REGISTER
INTERNET VOTING After you receive the
new one-time code, go to the Internet voting site gvmanager.ch/logitech
and log in. Please use the menu item Grant Procuration. Follow the
directions on the site to complete and submit your new instructions until
Thursday, September 3, 2015, 23:59 (Central European Time), or you may
attend the meeting and vote in person.
SWISS SHARE REGISTER
RESPONSE COUPON If you request a
new Response Coupon and wish to vote again, you may complete the new
Response Coupon and return it to us by September 3, 2015, or you may
attend the meeting and vote in person. |
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U.S. SHARE REGISTER
INTERNET VOTING Go to the Internet voting
site www.proxyvote.com and log in with your 16-digit voting control
number printed in the box marked by the arrow on the Notice of Internet
Availability of Proxy Materials that you received from us. Please follow
the menus to submit your new instructions until Thursday, September 3,
2015, 11:59 p.m. (U.S. Eastern Daylight Time), or you may attend the
meeting and vote in person.
U.S. SHARE
REGISTER PROXY CARD If you
request a new Proxy Card and wish to vote again, you may complete the new
Proxy Card and return it to Broadridge by September 3, 2015, or you may
attend the meeting and vote in
person. |
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Proxy Statement |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
IF I VOTE BY
PROXY, WHAT HAPPENS IF I DO NOT GIVE SPECIFIC
VOTING INSTRUCTIONS? |
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SWISS SHARE REGISTER INTERNET VOTING If you
are a registered shareholder and vote using the Internet voting site, you
have to give specific voting instructions for all agenda items before you
can submit your instructions.
SWISS SHARE REGISTER RESPONSE COUPON If you
are a registered shareholder and sign and return a Response Coupon without
giving specific voting instructions for some or all agenda items, you
thereby give instructions to the Independent Representative to vote your
shares in accordance with the recommendations of the Board of Directors
for such agenda items as well as for new and amended proposals that could
be formulated during the course of the meeting.
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U.S. SHARE REGISTER INTERNET VOTING If you
are a registered shareholder and vote using the Internet voting site
without giving specific voting instructions for some or all agenda items,
you thereby give instructions to the Independent Representative to vote
your shares in accordance with the recommendations of the Board of
Directors for such agenda items as well as for new and amended proposals
that could be formulated during the course of the
meeting.
U.S. SHARE REGISTER PROXY CARD If you
are a registered shareholder and sign and return a Proxy Card without
giving specific voting instructions for some or all agenda items, you
thereby give instructions to the Independent Representative to vote your
shares in accordance with the recommendations of the Board of Directors
for such agenda items as well as for new and amended proposals that could
be formulated during the course of the meeting. |
WHO CAN I
CONTACT IF I HAVE QUESTIONS? |
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If you have any questions or need
assistance in voting your shares, please call us at +1-510-713-4220 or
e-mail us at logitechIR@logitech.com.
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Proxy
Statement |
6 |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
Further Information for U.S. or Canadian
Street Name Beneficial Owners
WHY DID I RECEIVE
A ONE-PAGE NOTICE IN THE MAIL REGARDING THE
INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET
OF PROXY MATERIALS? |
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We have provided access to our proxy
materials over the Internet to beneficial owners holding their shares in
street name through a U.S. or Canadian broker, trustee or nominee.
Accordingly, such brokers, trustees or nominees are forwarding a Notice of
Internet Availability of Proxy Materials (the Notice) to such beneficial
owners. All such shareholders will have the ability to access the proxy
materials on a website referred to in the Notice or request to receive a
printed set of the proxy materials. Instructions on how to access the
proxy materials over the Internet or to request a printed copy may be
found on the Notice. In addition, beneficial owners holding their shares
in street name through a U.S. or Canadian broker, trustee or nominee may
request to receive proxy materials in printed form by mail or
electronically by email on an ongoing basis. |
HOW CAN I
GET ELECTRONIC ACCESS TO THE PROXY MATERIALS? |
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The Notice will provide you with
instructions regarding how to:
●View our proxy materials for the meeting on the Internet;
and
●Instruct us to send our future proxy materials to you
electronically by email.
Choosing to receive your future
proxy materials by email will save us the cost of printing and mailing
documents to you and will reduce the impact of our annual shareholders
meetings on the environment. If you choose to receive future proxy
materials by email, you will receive an email next year with instructions
containing a link to those materials and a link to the proxy voting site.
Your election to receive proxy materials by email will remain in effect
until you terminate it. |
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Proxy Statement |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
WHO MAY
PROVIDE VOTING INSTRUCTIONS FOR THE MEETING? |
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For purposes of U.S. or Canadian
beneficial shareholder voting, shareholders holding shares through a U.S.
or Canadian broker, trustee or nominee organization on July 10, 2015 may
direct the organization on how to vote. Logitech has made arrangements
with a service company to U.S. and Canadian brokers, trustees and nominee
organizations for that service company to provide a reconciliation of
share positions of U.S. and Canadian street name beneficial owners
between July 10, 2015 and August 24, 2015, which Logitech determined is
the last practicable date before the meeting for such a reconciliation.
These arrangements are intended to result in the following adjustments: If
a U.S. or Canadian street name beneficial owner as of July 10, 2015
votes but subsequently sells their shares before August 24, 2015, their
votes will be cancelled. A U.S. or Canadian street name beneficial owner
as of July 10, 2015 that has voted and subsequently increases or decreases
their shareholdings but remains a beneficial owner as of August 24, 2015
will have their votes increased or decreased to reflect their
shareholdings as of August 24, 2015.
If you acquire Logitech shares in
street name after July 10, 2015 through a U.S. or Canadian broker,
trustee or nominee, and wish to vote at the meeting or provide voting
instructions by proxy, you must become a registered shareholder. You may
become a registered shareholder by contacting your broker, trustee or
nominee, and following their registration instructions. In order to allow
adequate time for registration, for proxy materials to be sent or made
available to you, and for your voting instructions to be returned to us
before the meeting, please begin the registration process as far before
September 3, 2015 as possible. |
IF I AM A U.S.
OR CANADIAN STREET NAME BENEFICIAL OWNER, HOW DO I VOTE?
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If you are a beneficial owner of
shares held in street name and you wish to vote in person at the
meeting, you must obtain a valid proxy from the organization that holds
your shares.
If you do not wish to vote in
person, you may vote by proxy. You may vote by proxy over the Internet, by mail or by telephone by following the instructions provided in the
Notice or on the Proxy Card. |
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Proxy
Statement |
8 |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
WHAT HAPPENS IF
I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS? |
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If you are a beneficial owner of
shares held in street name in the United States or Canada and do not
provide your broker, trustee or nominee with specific voting instructions,
then under the rules of various national and regional securities
exchanges, your broker, trustee or nominee may generally vote on routine
matters but cannot vote on non-routine matters. If the organization that
holds your shares does not receive instructions from you on how to vote
your shares on a non-routine matter, your shares will not be voted on such
matter and will not be considered votes cast on the applicable Proposal.
We encourage you to provide voting instructions to the organization that
holds your shares by carefully following the instructions provided in the
Notice. We believe the following Proposals will be considered non-routine:
Proposal 2 (Advisory vote to approve executive compensation), Proposal 3
(Appropriation of retained earnings and declaration of dividend), Proposal
4 (Release of the Board of Directors and Executive Officers from liability
for activities during fiscal year 2015), Proposal 5 (Elections to the
Board of Directors), Proposal 6 (Election of the Chairman), Proposal 7
(Elections to the Compensation Committee), Proposal 8 (Approval of
Compensation for the Board of Directors for the 2015 to 2016 Board Year),
Proposal 9 (Approval of Compensation for the Group Management Team for
Fiscal Year 2017), Proposal 11 (Election of the Independent
Representative). All other Proposals involve matters that we believe will
be considered routine. Any broker non-votes on any Proposals will not be
considered votes cast on the Proposal. |
WHAT IS
THE DEADLINE FOR DELIVERING MY VOTING INSTRUCTIONS?
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If you hold your shares through a
U.S. or Canadian bank or brokerage or other custodian, you have until
11:59 pm (U.S. Eastern Daylight Time) on Thursday, September 3, 2015 to
deliver your voting instructions. |
CAN I CHANGE MY
VOTE AFTER I HAVE VOTED? |
|
You may revoke your proxy and change
your vote at any time before the final vote at the meeting. You may vote
again on a later date on the Internet or by telephone (only your latest
Internet or telephone proxy submitted prior to the meeting will be
counted), or by signing and returning a new proxy card with a later date,
or by attending the meeting and voting in person, if you have a legal
proxy that allows you to attend the meeting and vote. However, your
attendance at the Annual General Meeting will not automatically revoke
your proxy unless you vote again at the meeting or specifically request in
writing that your prior proxy be revoked.
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9 |
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Proxy Statement |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
HOW DO I OBTAIN
A SEPARATE SET OF PROXY MATERIALS OR REQUEST A SINGLE SET FOR
MY HOUSEHOLD IN THE UNITED STATES? |
|
We have adopted a procedure approved
by the SEC called householding for shareholders in the United States.
Under this procedure, shareholders who have the same address and last name
and do not participate in electronic delivery of proxy materials will
receive only one copy of our proxy statement and annual report unless one
or more of these shareholders notifies us that they wish to continue
receiving individual copies. This procedure reduces our printing costs and
postage fees. Each U.S. shareholder who participates in householding will
continue to be able to access or receive a separate proxy card.
If you wish to receive a separate
proxy statement and annual report at this time, please request the
additional copy by contacting our mailing agent, Broadridge, by telephone
at +1-866-540-7095 or by e-mail at sendmaterial@proxyvote.com. If
any shareholders in your household wish to receive a separate proxy
statement and annual report in the future, they may call our investor
relations group at +1-510-713-4220 or write to Investor Relations, 7700
Gateway Boulevard, Newark, California 94560. They may also send an email
to our investor relations group at logitechIR@logitech.com. Other
shareholders who have multiple accounts in their names or who share an
address with other stockholders can authorize us to discontinue mailings
of multiple proxy statements and annual reports by calling or writing to
investor relations. |
Further Information for Shareholders with Shares
Registered Through a Bank or Brokerage as Custodian (Outside the U.S. or
Canada) |
HOW DO I VOTE
BY PROXY IF MY SHARES ARE REGISTERED THROUGH MY BANK OR
BROKERAGE AS CUSTODIAN? |
|
Your broker, trustee or nominee
should have enclosed or provided voting instructions for you to use in
directing the broker, trustee or nominee how to vote your shares. If you
did not receive such instructions you must contact your bank or brokerage
for their voting instructions. |
WHAT IS
THE DEADLINE FOR DELIVERING MY VOTING INSTRUCTIONS IF
MY LOGITECH SHARES ARE REGISTERED THROUGH MY BANK OR BROKERAGE
AS CUSTODIAN? |
|
Banks and brokerages typically set
deadlines for receiving instructions from their account holders. Outside
of the U.S. and Canada, this deadline is typically two to three days
before the deadline of the company holding the general meeting. This is so
that the custodians can collect the voting instructions and pass them on
to the company holding the meeting. If you hold Logitech shares through a
bank or brokerage outside the U.S. or Canada, please check with your bank
or brokerage for their specific voting deadline and submit your voting
instructions to them as far before that deadline as possible.
|
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Proxy
Statement |
10 |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
Other Meeting Information
Meeting Proposals
There are no other matters that the Board
intends to present, or has reason to believe others will present, at the Annual
General Meeting.
If you are a registered
shareholder:
SWISS SHARE
REGISTER |
|
INTERNET VOTING If you are
a registered shareholder and vote using the Internet voting site, you have
to give specific voting instructions to all agenda items before you can
submit your instructions.
RESPONSE COUPON If you
are a registered shareholder and sign and return a Response Coupon without
giving specific voting instructions for some or all agenda items, you
thereby give instructions to the Independent Representative to vote your
shares in accordance with the recommendations of the Board of Directors
for such agenda items as well as for new and amended proposals that could
be formulated during the course of the meeting. |
U.S. SHARE
REGISTER |
|
INTERNET VOTING
If you are a registered shareholder and vote using the Internet
voting site without giving specific voting instructions for some or all
agenda items, you thereby give instructions to the Independent
Representative to vote your shares in accordance with the recommendations
of the Board of Directors for such agenda items as well as for new and
amended proposals that could be formulated during the course of the
meeting.
PROXY CARD If you are
a registered shareholder and sign and return a Proxy Card without giving
specific voting instructions for some or all agenda items, you thereby
give instructions to the Independent Representative to vote your shares in
accordance with the recommendations of the Board of Directors for such
agenda items as well as for new and amended proposals that could be
formulated during the course of the
meeting. |
If you are a beneficial owner of shares
held in street name in the United States or Canada, if other matters are
properly presented for voting at the meeting and you have provided discretionary
voting instructions on a voting instruction card or through the Internet or
other permitted voting mechanisms or have not provided voting instructions, your
shares will be voted in accordance with the recommendations of the Board of
Directors at the meeting on such matters.
Proxy Solicitation
We do not expect to retain a proxy
solicitation firm. Certain of our directors, officers and other employees,
without additional compensation, may also solicit proxies personally or in
writing, by telephone, e-mail or otherwise. In the United States, we are
required to request that brokers and nominees who hold shares in their names
furnish our proxy material to the beneficial owners of the shares, and we must
reimburse such brokers and nominees for the expenses of doing so in accordance
with certain U.S. statutory fee schedules.
11 |
|
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Proxy Statement |
Questions and Answers about
The Logitech 2015 Annual General Meeting |
Tabulation of Votes
Representatives of at least two Swiss
banks will serve as scrutineers of the vote tabulations at the meeting. As is
typical for Swiss companies, our Share Registrar will tabulate the voting
instructions of registered shareholders that are provided in advance of the
meeting.
Shareholder Proposals and Nominees
Shareholder Proposals for 2015 Annual
General Meeting
Under our Articles of Incorporation, one
or more registered shareholders who together represent shares representing at
least the lesser of (i) one percent of our issued share capital or (ii) an
aggregate par value of one million Swiss francs may demand that an item be
placed on the agenda of a meeting of shareholders. Any such proposal must be
included by the Board in our materials for the meeting. A request to place an
item on the meeting agenda must be in writing and describe the proposal. With
respect to the 2015 Annual General Meeting, the deadline to receive proposals
for the agenda was July 9, 2015. In addition, under Swiss law registered
shareholders, or persons holding a valid proxy from a registered shareholder,
may propose alternatives to items on the 2015 Annual General Meeting agenda
before or at the meeting.
Shareholder Proposals for 2016 Annual
General Meeting
We anticipate holding our 2016 Annual
General Meeting on or about September 7, 2016, and therefore mailing the
Invitation and Proxy Statement for the 2016 Annual General Meeting on or about
July 22, 2016. A registered shareholder that satisfies the minimum shareholding
requirements in the Companys Articles of Incorporation may demand that an item
be placed on the agenda for our 2016 Annual General Meeting of shareholders by
delivering a written request describing the proposal to the Secretary of
Logitech at our principal executive office in either Switzerland or the United
States no later than July 8, 2016. In addition, if you are a registered
shareholder and satisfy the shareholding requirements under Rule 14a-8 of the
U.S. Securities Exchange Act of 1934 (the Exchange Act), you may submit a
proposal for consideration by the Board of Directors for inclusion in the 2016
Annual General Meeting agenda by delivering a request and a description of the
proposal to the Secretary of Logitech at our principal executive office in
either Switzerland or the United States no later than March 26, 2016. The
proposal will need to comply with Rule 14a-8 of the Exchange Act, which lists
the requirements for the inclusion of shareholder proposals in company-sponsored
proxy materials under U.S. securities laws. Under the Companys Articles of
Incorporation only registered shareholders are recognized as Logitech
shareholders. As a result, if you are not a registered shareholder you may not
make proposals for the 2016 Annual General Meeting.
Nominations of Director Candidates
Nominations of director candidates by
registered shareholders must follow the rules for shareholder proposals above.
Provisions of Articles of Incorporation
The relevant provisions of our Articles of
Incorporation regarding the right of one or more registered shareholders who
together represent shares representing at least the lesser of (i) one percent of
our issued share capital or (ii) an aggregate par value of one million Swiss
francs to demand that an item be placed on the agenda of a meeting of
shareholders are available on our website at http://ir.logitech.com. You may also
contact the Secretary of Logitech at our principal executive office in either
Switzerland or the United States to request a copy of the relevant provisions of
our Articles of Incorporation.
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Proxy
Statement |
12 |
Agenda Proposals and
Explanations |
A. Reports
Report on Operations for the Fiscal
Year Ended March 31, 2015
Senior management of Logitech
International S.A. will provide the Annual General Meeting with a presentation
and report on operations of the Company for fiscal year 2015.
13 |
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Proxy Statement |
Agenda Proposals and
Explanations |
B. Proposals
Proposal 1
Approval of the Annual Report, the Consolidated Financial
Statements and the Statutory Financial Statements of Logitech International S.A.
for Fiscal Year 2015
Proposal
The Board of Directors proposes that the
Annual Report, the consolidated financial statements and the statutory financial
statements of Logitech International S.A. for fiscal year 2015 be
approved.
Explanation
The Logitech consolidated financial
statements and the statutory financial statements of Logitech International S.A.
for fiscal year 2015 are contained in Logitechs Annual Report, which was made
available to all registered shareholders on or before the date of this
Invitation and Proxy Statement. The Annual Report also contains the report of
Logitechs auditors, the report of the statutory auditors, Logitechs
Remuneration Report prepared in compliance with the Swiss Ordinance Against
Excessive Compensation by Public Corporations (the so-called Minder Ordinance)
as well as the report of the statutory auditors on the Remuneration Report,
additional information on the Companys business, organization and strategy, and
information relating to corporate governance as required by the SIX Swiss
Exchange directive on corporate governance. Copies of the Annual Report are
available on the Internet at ir.logitech.com.
Under Swiss law, the annual report and
financial statements of Swiss companies must be submitted to shareholders for
approval or disapproval at each annual general meeting. In the event of a
negative vote on this proposal by shareholders, the Board of Directors will call
an extraordinary general meeting of shareholders for re-consideration of this
proposal by shareholders.
Approval of this proposal does not constitute
approval or disapproval of any of the
individual matters referred to in the Annual Report or the consolidated or
statutory financial statements for fiscal year 2015.
KPMG AG, as Logitech auditors, issued an
unqualified recommendation to the Annual General Meeting that the consolidated
and statutory financial statements of Logitech International S.A. be approved.
KPMG AG expressed their opinion that the consolidated financial statements for
the year ended March 31, 2015 present fairly, in all material respects, the
financial position, the results of operations and the cash flows in accordance
with accounting principles generally accepted in the United States of America
(U.S. GAAP) and comply with Swiss law. They further expressed their opinion and
confirmed that the financial statements and the proposed appropriation of
available earnings comply with Swiss law and the Articles of Incorporation of
Logitech International S.A. and the Remuneration Report contains the information
required by Swiss law.
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 Annual Report, the consolidated financial statements and the
statutory financial statements of Logitech International S.A. for fiscal year
2015.
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Proxy
Statement |
14 |
Agenda Proposals and
Explanations |
Proposal 2
Advisory Vote to Approve Executive Compensation
Proposal
The Board of Directors proposes that
shareholders approve, on an advisory basis, the compensation of Logitechs named
executive officers disclosed in Logitechs Compensation Report for fiscal year
2015.
Explanation
At Logitechs 2009 and 2010 Annual General
Meetings, the Logitech Board of Directors voluntarily asked shareholders to
approve Logitechs 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 Logitechs
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 Logitechs 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 Logitechs performance, while
maintaining controls over inappropriate risk-taking by factoring in both
annual and long-term performance; |
15 |
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|
Proxy Statement |
Agenda Proposals and
Explanations |
● |
provide a balance between short-term
and long-term objectives and results; |
|
|
● |
align executive compensation with
shareholders interests by tying a significant portion of compensation to
increasing share value; and |
|
|
● |
reflect the Compensation Committee's
assessment of an executive's role and past performance through base salary
and short-term cash incentives, and his or her potential for future
contribution through long-term equity incentive
awards. |
The Compensation Committee of the Board
has developed a compensation program that is described more fully in the
Compensation Report included in this Invitation and Proxy Statement. Logitechs
compensation philosophy, compensation program risks and design, and compensation
paid during fiscal year 2015 are also set out in the Compensation
Report.
While compensation is a central part of
attracting, retaining and motivating the best executives and employees, we
believe it is not the sole or exclusive reason why exceptional executives or
employees choose to join and stay at Logitech, or why they work hard to
achieve
results for shareholders. In this regard, both the Compensation Committee and
management believe that providing a working environment and opportunities in
which executives and employees can develop, express their individual potential,
and make a difference, are also a key part of Logitechs success in attracting,
motivating and retaining executives and employees.
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
Logitechs 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.
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Proxy
Statement |
16 |
Agenda
Proposals and Explanations |
Proposal
3
Appropriation of
Retained Earnings and Declaration of Dividend
Proposal
The Board of Directors proposes that CHF
449,500,812 (approximately USD 462,221,685) based on the exchange rate on March
31, 2015) of retained earnings be appropriated as follows:
|
Year ended March 31,
2015 |
|
Retained earnings available at |
|
|
|
the end of fiscal year
2015 |
CHF |
449,500,812 |
|
Proposed dividends* |
CHF |
(82,661,493 |
) |
Balance of retained earnings |
|
|
|
to be carried
forward* |
CHF |
366,839,319 |
|
The Board of Directors proposes
distribution of a gross aggregate dividend of approximately CHF 82,661,493,
based on the Board-approved gross aggregate dividend of USD 85,000,000 and the
exchange rate on March 31, 2015, or approximately CHF 0.5025 per share
(approximately USD 0.5167).*
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 approximately CHF 0.5025 per share (or
approximately CHF 0.3266 per share after deduction of 35% Swiss withholding tax
whenever required) will be made on or about September 22, 2015 to all
shareholders on record as of the record date (which will be on or about
September 21, 2015). We expect that the shares will be traded ex dividend as
of approximately September 17, 2015.
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 2015 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 approximately CHF 0.5025 per share represents an
increase of approximately 91% over the prior year, following another 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
Companys 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 Boards belief that it is in the best interests of Logitech and its
shareholders to retain Logitechs earnings for future investment in the growth
of Logitechs business, for share repurchases, and for the possible acquisition
of other companies or lines of business.
17 |
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Proxy Statement |
Agenda
Proposals and Explanations |
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 proposed appropriation of retained earnings with respect to
fiscal year 2015, including the payment of a dividend to shareholders in an
amount of approximately CHF 0.5025 per share.*
* |
|
Calculated based on a
gross aggregate dividend of USD 85,000,000 (approximately CHF 82,661,493
based on the exchange rate of CHF 1 = USD 1.0283 as of March 31, 2015), or
approximately USD 0.5167 per share (approximately CHF 0.5025 per share
based on the exchange rate as of March 31, 2015), subject to a maximum
gross aggregate dividend equal to the retained earnings available at the
end of fiscal year 2015. The per share approximations are based on
164,481,799 shares outstanding, net of treasury shares, as of March 31,
2015. Subject to the maximum gross aggregate dividend, the proposed
dividend in Swiss Francs presented at Logitechs 2015 Annual General
Meeting will be based on USD 85,000,000 and the currency exchange rate
effective on the date of Logitechs 2015 Annual General Meeting.
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. |
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Proxy
Statement |
18 |
Agenda
Proposals and Explanations |
Proposal
4
Release of the Board of
Directors and Executive Officers from Liability for Activities during Fiscal
Year 2015
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 2015.
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 2015 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 2015
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 or of any Logitech executive officers.
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 2015.
19 |
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Proxy Statement |
Agenda
Proposals and Explanations |
Proposal
5
Elections to the Board
of Directors
Our Board of Directors is presently
composed of ten members. Each director was elected for a one-year term ending at
the closing of the 2015 Annual General Meeting.
At the recommendation of the Nominating
Committee, the Board has nominated the ten individuals below to serve as
directors for a one-year term, beginning in each case as of the Annual General
Meeting on September 9, 2015. Seven of the nominees currently serve as members
of the Board of Directors. Their current terms expire upon the closing of the
Annual General Meeting on September 9, 2015. The other three nominees were
recommended by the Nominating Committee of the Board and approved by the Board
in June 2015 as nominees for election to the Board. Dr. Bugnions candidacy as a
nominee was recommended by our director, Mr. Daniel Borel, and Korn Ferry in
Switzerland, an executive search firm. Ms. Sue Goves candidacy as a nominee was
recommended by Russell Reynolds, an executive search firm. Dr. Lung Yehs
candidacy as a nominee was recommended by our director and Chair of the
Nominating Committee, Mr. Kee-Lock Chua. Ms. Monika Ribar and Mr. Matthew
Bousquette, having served the Company as members of the Board for eleven and ten
years, respectively, have decided to retire and not to stand for re-election.
Mr. Daniel Borel, the co-founder and former Chief Executive Officer and Chairman
of the Company and a member of the Board for 27 years, has decided to retire and
not to stand for re-election.
The term of office ends at the closing of
the next Annual General Meeting. There will be a separate vote on each
nominee.
Under Swiss law, Board members may only be
appointed by shareholders. If the individuals below are elected, the Board will
be composed of ten members. The Board has no reason to
believe that any of our nominees will be unwilling or unable to serve if elected
as a director.
For further information on the Board of
Directors, including the current members of the Board, the Committees of the
Board, the means by which the Board exercises supervision of Logitechs
executive officers, and other information, please see Corporate Governance and
Board of Directors Matters below.
5.A Re-election of Mr. Kee-Lock
Chua
Proposal: The Board of Directors proposes that Mr. Kee-Lock Chua be re-elected to
the Board for a one-year term ending at the closing of the 2016 Annual General
Meeting.
For biographical information and
qualifications of Mr. Chua, please refer to Corporate Governance and Board of
Directors Matters Members of the Board of Directors on page 34.
5.B Re-election of Mr. Bracken
Darrell
Proposal: The Board of Directors proposes that the Companys President and Chief
Executive Officer, Mr. Bracken Darrell, be re-elected to the Board for a
one-year term ending at the closing of the 2016 Annual General
Meeting.
For biographical information and
qualifications of Mr. Darrell, please refer to Corporate Governance and Board
of Directors Matters Members of the Board of Directors on page 34.
5.C Re-election of Ms. Sally
Davis
Proposal: The Board of Directors proposes that Ms. Sally Davis be re-elected to
the Board 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.
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Proxy
Statement |
20 |
Agenda
Proposals and Explanations |
5.D Re-election of Mr. Guerrino De Luca
Proposal: The Board of Directors proposes that Mr. Guerrino De Luca be re-elected
to the Board for a one-year term ending at the closing of the 2016 Annual
General Meeting.
For biographical information and
qualifications of Mr. De Luca, please refer to Corporate Governance and Board
of Directors Matters Members of the Board of Directors on page 35.
5.E Re-election of Mr. Didier
Hirsch
Proposal: The Board of Directors proposes that Mr. Didier Hirsch be re-elected to
the Board for a one-year term ending at the closing of the 2016 Annual General
Meeting.
For biographical information and
qualifications of Mr. Hirsch, please refer to Corporate Governance and Board of
Directors Matters Members of the Board of Directors on page 36.
5.F Re-election of Dr. Neil
Hunt
Proposal: The Board of Directors proposes that Dr. Neil Hunt be re-elected to the
Board 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.
5.G Re-election of Mr. Dimitri
Panayotopoulos
Proposal: The Board of Directors proposes that Mr. Dimitri Panayotopoulos be
re-elected to the Board 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.
5.H Election of Dr. Edouard
Bugnion
Proposal: In accordance with the recommendation of the Nominating Committee, the
Board of Directors proposes that Dr. Edouard Bugnion be elected to the Board for
a one-year term ending at the closing of the 2016 Annual General Meeting.
Edouard Bugnion is a Professor in the School of Computer and Communication
Sciences at the École Polytechnique Fédérale de Lausanne (EPFL). Prior to
joining the EPFL in August 2012, Dr. Bugnion was a Founder and Chief Technology
Officer of Nuova Systems, Inc., a developer of enterprise data center solutions,
from October 2005 to May 2008. Nuova Systems was funded by and acquired by Cisco
Systems, Inc., a worldwide leader in Internet Protocol-based networking products
and services. He joined Cisco as a Vice President and Chief Technology Officer
of Ciscos Server Access and Virtualization Business Unit from May 2008 to June
2011. Prior to Nuova, Dr. Bugnion was a Founder of VMware, a leading provider of
cloud and virtualization software and services, where he held many positions,
including Chief Technology Officer, from 1998 to 2005. Dr. Bugnion holds an
Engineering Diplom from ETH Zürich, a Masters degree from Stanford University
and a Ph.D. from Stanford University, all in Computer Science. He is 45 years
old and is a Swiss and U.S. national.
Dr. Bugnions significant expertise in
technology, software and cloud computing, and his experience founding technology
companies and as a member of the senior leadership of leading technology
companies, provides the Board with technology and product strategy expertise as
well as senior leadership.
The Board of Directors has determined that
he will be an independent Director.
21 |
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Proxy Statement |
Agenda
Proposals and Explanations |
5.I Election of Ms. Sue
Gove
Proposal: In accordance with the recommendation of the Nominating Committee, the
Board of Directors proposes that Ms. Sue Gove be elected to the Board for a
one-year term ending at the closing of the 2016 Annual General Meeting.
Sue Gove is the President of Excelsior Advisors, LLC, a retail consulting and
advisory firm. Prior to founding Excelsior Advisors in August 2014, Ms. Gove was
the President and Chief Executive Officer of Golfsmith International, a
multi-channel specialty golf retailer, from October 2012 to April 2014 and
President from February 2012 to April 2014. She also served Golfsmith as Chief
Operating Officer from September 2008 to October 2012, as Chief Financial
Officer from March 2009 to July 2012 and as Executive Vice President from
September 2008 to February 2012. Prior to joining Golfsmith, Ms. Gove was an
independent consultant, serving specialty retail and private equity clients from
2006 to 2008, which included consultancy for Prentice Capital Management, LP
from April 2007 to March 2008 and for Alvarez and Marsal Business Consulting,
L.L.C. from April 2006 to March 2007. Ms. Gove served Zale Corporation, a
leading specialty jewelry retailer, from 1980 to 2006, including as Chief
Operating Officer from August 2002 to March 2006, as Chief Financial Officer
from December 1997 to February 2003 and as a Board member from September 2004 to
March 2006. She currently serves on the Boards of Iconix Brand Group, a consumer
brand licensing and marketing company, and AutoZone, Inc., a leading retailer
and distributor of automotive replacement parts and accessories. Ms. Gove holds
a BBA degree in Accounting from the University of Texas at Austin. She is 56
years old and is a U.S. national.
Ms. Gove has significant executive
experience with international retail, marketing, merchandising and global
operations, and brings to our Board senior leadership,
strategic and financial
experience. As a member of other public company boards, Ms. Gove also provides
cross-board experience.
The Board of Directors has determined that
she will be an independent Director and qualifies as an audit committee financial expert.
5.J Election of Dr. Lung
Yeh
Proposal: In accordance with the recommendation of the Nominating Committee, the
Board of Directors proposes that Dr. Lung Yeh be elected to the Board for a
one-year term ending at the closing of the 2016 Annual General Meeting.
Lung Yeh is the Managing Director of Enspire Capital, a Singapore-based venture
capital and private equity firm focusing on technology, media and
telecommunications, internet and mobile investments in Silicon Valley, China,
Taiwan, Hong Kong and Singapore. Prior to joining Enspire Capital in 2004, Dr.
Yeh was the Vice President of Business Development at Centrality Communications,
Inc., a leading provider of GPS semiconductor platforms for high-functional
mobile devices, from 2003 to 2004, a Founder and Chief Executive Officer of Pico
Communications Inc., a provider of integrated Bluetooth and mobile Internet
access and networking solutions, from 1999 to 2003, Vice President of the
Communication and Internet Division of Creative Labs Ltd., a leader in digital
entertainment products, from 1993 to 1998, a Founder and Chief Executive Officer
of ShareVision Technology, Inc., a desktop videoconferencing technology company,
from 1991 to 1993, and served in various management and technical positions at
Apple Inc., NYNEX and Kodak, from 1985 to 1991. Dr. Yeh holds a BSEE in
Communication Engineering from National Chiao-Tung University and a Ph.D. in
Electrical Engineering from the University of Wisconsin Madison. He is 59
years old and a U.S. national.
|
Proxy
Statement |
22 |
Agenda
Proposals and Explanations |
Dr. Yeh has extensive investment and
senior leadership experience, as a venture capitalist in Asia and the United
States focused on multimedia, wireless and communications, and also as the
founder and former Chief Executive Officer of several technology companies. He
brings to the Board senior leadership, business development and global
expertise.
The Board of Directors has determined that
he will be an independent Director.
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
The Board of Directors recommends a vote
FOR the
election to the Board of each of the above nominees.
23 |
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Proxy Statement |
Agenda
Proposals and Explanations |
Proposal
6
Election of the
Chairman of the Board
Pursuant to the so-called Minder
Ordinance, Swiss law requires that the Chairman of the Board of Directors be
elected on the occasion of each Annual General Meeting for a one-year term
ending at the closing of the following Annual General Meeting.
Proposal
The Board of Directors proposes that Mr.
Guerrino De Luca be re-elected as Chairman of the Board of Directors for a
one-year term ending at the closing of the 2016 Annual General
Meeting.
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 the
election of Mr. Guerrino De Luca as Chairman of the Board of
Directors.
|
Proxy
Statement |
24 |
Agenda
Proposals and Explanations |
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.
25 |
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|
Proxy Statement |
Agenda
Proposals and Explanations |
Proposal
8
Approval of
Compensation for the Board of Directors for the 2015 to 2016 Board
Year
Proposal
The Board of Directors proposes that the
shareholders approve a maximum aggregate amount of the compensation of the Board
of Directors of CHF 4,600,000 for the term of office from the Annual General
Meeting 2015 until the Annual General Meeting 2016 (the 2015 2016 Board
Year), subject to adjustment for certain changes in the applicable currency
exchange rate.*
Explanation
Pursuant to the so-called Minder
Ordinance, the compensation of the Board of Directors must be subject each year
to a binding shareholder vote, in the manner contemplated by Logitechs Articles
of Incorporation. Article 19 quarter, paragraph 1(a) of Logitechs Articles of
Incorporation allows shareholders to approve the maximum aggregate amount of the
compensation of the Board of Directors for the period up to the next Annual
General Meeting. This required, binding vote on the compensation of the Board of
Directors is independent from, and comes in addition to, the non-binding,
advisory say-on-pay vote contemplated in Proposal 2.
Under the Companys Articles of
Incorporation, the compensation of the members of the Board of Directors who do
not have management responsibilities consists of cash payments and shares or
share equivalents. The value of cash compensation and shares or share
equivalents corresponds to a fixed amount, which reflects
the functions and responsibilities assumed.
The value of shares or share equivalents is calculated at market value at the
time of grant.
Pursuant to Article 19 bis, paragraph 2 of
the Companys Articles of Incorporation, the compensation of the members of the
Board of Directors who have management responsibilities (i.e., executive members
of the Board of Directors) is structured similarly to the compensation of the
members of the Group Management Team.
The proposed maximum amount of CHF
4,600,000 has been determined based on the following non-binding
assumptions:
With respect to the eight non-executive
members of the Board of Directors:
● |
Cash payments of a maximum of approximately CHF 900,000. Cash
payments for non-executive members of the Board of Directors include
annual retainers for Board and committee service and travel
fees. |
● |
Share or share equivalent awards of a maximum of approximately
CHF 1,200,000. The value of share or share equivalent awards corresponds
to a fixed amount and the number shares granted will be calculated at
market value at the time of their grant. |
● |
Other payments, including the
Companys contributions to social security, of a maximum of approximately
CHF 300,000. |
*
|
For each increase of
0.01 in the exchange rate of the Swiss Franc against the U.S. Dollar above
the assumed level of USD 1.0784 to CHF 1.00, if any, the maximum aggregate
amount of the compensation of the Board of Directors will increase by CHF
21,000 for the 2015 2016 Board Year. This adjustment reflects the fact
that the compensation of our Chairman, which is included in the maximum
aggregate amount of the compensation for the Board of Directors, is set in
U.S. Dollars. |
|
Proxy
Statement |
26 |
Agenda
Proposals and Explanations |
With respect to executive members of the
Board of Directors:
● |
Gross base compensation of a maximum of CHF 490,000.** |
● |
Performance-based cash compensation of a maximum of CHF 980,000.** Performance-based cash compensation
in the form of incentive cash payments may
be earned under the Logitech Management
Performance Bonus Plan (the Bonus Plan)
or other cash bonuses approved by the
Compensation Committee. Payout under the
Bonus Plan is variable, and is based on the
achievement of the Companys, individual
employees or other performance goals. The
proposed maximum amount of the
performance-based bonus assumes full achievement of all performance goals. |
● |
Equity incentive awards of a maximum of CHF 650,000.** Long-term
equity incentive awards are generally
granted in the form of performance-based
restricted stock units, or PSUs, time-based
restricted stock units, or RSUs, or other
financial instruments contemplated in the
applicable equity plans. The value of PSUs,
RSUs or other financial instruments granted
as equity incentive awards is calculated at
market value at the time of their grant.
The proposed maximum amount of the equity
incentive awards assumes full achievement
of all performance goals and full vesting
of all time-based equity incentive
awards. |
● |
Other compensation of a
maximum of CHF 80,000.** Other compensation
may include car allowances, tax preparation
services, 401(k) savings plan matching
contributions, employee stock purchase plan |
|
discounts,
premium for group term life insurance, relocation expenses, travel costs
in lieu of relocation allowances, defined benefit pension plan employment
contributions and other awards. The Company generally does not provide all
of these components of other compensation to all executives each year, but
the proposed maximum amount of compensation has been formulated to provide
flexibility to cover these compensation components as
applicable. |
The executive member of the Board of
Directors to whom the proposed compensation referred to above applies is Mr.
Guerrino De Luca, the Companys Chairman. In his capacity as a member of the
Group Management Team, Mr. Bracken Darrell is not entitled to compensation for
his services on the Companys Board of Directors.
In the event of a negative vote on this
proposal by shareholders, the Board of Directors will submit an alternative
proposal to the same or a subsequent general meeting.
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 the approval of the maximum aggregate amount of the compensation of the
members of the Board of Directors of CHF 4,600,000 for the term of office from
the Annual General Meeting 2015 until the Annual General Meeting 2016, subject
to adjustment as set forth in the proposal.
**
|
Mr. De Lucas
compensation is set in U.S. Dollars. The estimated amounts in U.S. Dollars
used in these assumptions were converted using an assumed exchange rate of
1 Swiss Franc to 1.0784 U.S. Dollar based on the 12 month (April 2014 to
March 2015) average exchange rate. |
27 |
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|
Proxy Statement |
Agenda
Proposals and Explanations |
Proposal
9
Approval of
Compensation for the Group Management Team for Fiscal Year 2017
Proposal
The Board of Directors proposes that the
shareholders approve a maximum aggregate amount of the compensation of the Group
Management Team of USD 19,200,000 for fiscal year 2017, subject to adjustment
for certain changes in the applicable currency exchange
rate.*
Explanation
Pursuant to the so-called Minder
Ordinance, the compensation of the Companys Group Management Team must be
subject each year to a binding shareholder vote, in the manner contemplated by
Logitechs Articles of Incorporation. Article 19 quarter, paragraph 1(b) of
Logitechs Articles of Incorporation allows shareholders to approve the maximum
aggregate amount of the compensation of the Group Management Team for the next
fiscal year. As a new requirement arising at the 2015 Annual General Meeting,
taking place in the middle of Logitechs fiscal year 2016, the applicable next
fiscal year is fiscal year 2017. This required, binding vote on the compensation
of the Group Management Team is independent from, and comes in addition to, the
non-binding, advisory say-on-pay vote contemplated in Proposal 2.
Logitechs
Group Management Team currently consists of Messrs. Bracken Darrell, President
and Chief Executive Officer, Vincent Pilette, Chief Financial Officer, Marcel
Stolk, Senior Vice President, Consumer Computing Platforms Business Group, and
L. Joseph Sullivan, Senior Vice President, Worldwide
Operations.
Logitechs compensation philosophy,
compensation program risks and design, and compensation paid during fiscal year
2015 are set forth in the Compensation Report.
The proposed maximum amount of USD
19,200,000 has been determined based on the following non-binding assumptions
for Logitechs Group Management Team as an aggregate group:
● |
Gross base salary of a maximum of USD 2,450,000. |
● |
Performance-based cash compensation of a maximum of USD
4,900,000. Performance-based cash compensation in the form of incentive
cash payments may be earned under the Logitech Management Performance
Bonus Plan (the Bonus Plan) or other cash bonuses approved by the
Compensation Committee. Payout under the Bonus Plan is variable, and is
based on the achievement of the Companys, individual executives or other
performance goals, and for fiscal year 2017 is expected to continue to
range from 0% to 200% of the executives target incentive. The proposed
maximum amount of the performance-based bonus for fiscal year 2017 assumes
full achievement of all performance goals. |
● |
Equity incentive awards of a
maximum of USD 11,300,000. Long-term equity incentive awards are generally
granted in the form of performance-based restricted stock units, or PSUs,
time-based restricted stock units, or RSUs, or other financial instruments
contemplated in the applicable equity plans. The value
|
*
|
For each reduction of 0.01 in the
exchange rate of the Swiss Franc against the U.S. Dollar below the assumed
level of USD 1.0784 to CHF 1.00, if any, the maximum aggregate amount of
the compensation of the Group Management Team will increase by USD 27,000
for fiscal year 2017. This adjustment reflects the fact that the
compensation of one member of our Group Management Team is set in Swiss
Francs. |
|
Proxy
Statement |
28 |
Agenda
Proposals and Explanations |
|
of PSUs, RSUs or other financial instruments granted
as equity incentive awards is calculated at market value at the time of
their grant. The proposed maximum amount of the equity incentive awards
assumes full achievement of all performance goals and full vesting of all
time-based equity incentive awards. |
● |
Other compensation of a
maximum of USD 550,000. Other compensation includes car allowances, tax
preparation services, 401(k) savings plan matching contributions, employee
stock purchase plan discounts, premium for group term life insurance,
relocation expenses, travel costs in lieu of relocation allowances,
defined benefit pension plan employment contributions and other awards.
The Company generally does not provide all of these components of other
compensation to all executives each year, but the proposed maximum amount
of compensation has been formulated to provide flexibility to cover these
compensation components as applicable. |
The
actual pay-out to the members of the Group Management Team for fiscal year 2017
will be disclosed in the Compensation Report in the Invitation and Proxy
Statement for the 2017 Annual General Meeting.
In the event of a negative vote on this
proposal by shareholders, the Board of Directors will submit an alternative
proposal to the same or a subsequent general meeting.
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 the approval of the maximum aggregate amount of the compensation of the
Group Management Team of USD 19,200,000 for fiscal year 2017, subject to
adjustment as set forth in the proposal.
29 |
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|
Proxy Statement |
Agenda
Proposals and Explanations |
Proposal
10
Re-election of KPMG AG
as Logitechs Auditors and Ratification of the Appointment of KPMG LLP as
Logitechs Independent Registered Public Accounting Firm for Fiscal Year
2016
Proposal
The Board of Directors proposes that KPMG
AG be re-elected as auditors of Logitech International S.A. for a one-year term
and that the appointment of KPMG LLP as Logitechs independent registered public
accounting firm for fiscal year 2016 be ratified.
Explanation
KPMG AG, upon recommendation of the Audit
Committee of the Board, is proposed for re-election for a further year as
auditors for Logitech International S.A. KPMG AG assumed its first audit mandate
for Logitech during fiscal year 2015.
The Audit Committee has also appointed
KPMG LLP, the U.S. affiliate of KPMG AG, as the Companys independent registered
public accounting firm for the fiscal year ending March 31, 2016 for purposes of
U.S. securities law reporting. Logitechs Articles of Incorporation do not
require that shareholders ratify the appointment of KPMG LLP as the Companys
independent registered public accounting firm. However, Logitech is submitting
the appointment of KPMG LLP to shareholders for ratification as a matter of good
corporate governance. If shareholders do not ratify the appointment, the Audit
Committee will reconsider whether to retain KPMG LLP. Even if the appointment is
ratified, the Audit Committee may, in its discretion, change the appointment during
the year if the Committee determines that such a
change would be in the best interests of Logitech and its
shareholders.
Information on the fees paid by Logitech
to KPMG AG and KPMG LLP, the Companys auditors and independent registered
public accounting firm for fiscal year 2015, respectively, as well as further
information regarding KPMG AG and KPMG LLP, is set out below under the heading
Independent Auditors and Report of the Audit Committee.
Members of KPMG AG will be present at the
Annual General Meeting, will have the opportunity to make a statement, and will
be available to respond to appropriate questions you may ask.
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
Our Board of Directors recommends a vote
FOR the
re-election of KPMG AG as auditors of Logitech International S.A. and the
ratification of the appointment of KPMG LLP as Logitechs independent registered
public accounting firm, each for the fiscal year ending March 31,
2016.
|
Proxy
Statement |
30 |
Agenda
Proposals and Explanations |
Proposal
11
Re-election of Ms.
Béatrice Ehlers as Independent Representative
Pursuant to the so-called Minder
Ordinance, Swiss law requires that the independent representative of the
shareholders (Independent Representative) be elected on the occasion of each
Annual General Meeting for a one-year term ending at the closing of the
following Annual General Meeting.
Proposal
The Board of Directors proposes that Ms.
Béatrice Ehlers be re-elected as Independent Representative for a one-year term
ending at the closing of the 2016 Annual General Meeting.
Explanation
Shareholders may either represent their
shares themselves or have them represented by a third party, whether or not a
shareholder, if the latter is given a written proxy. In accordance with Swiss
law, each shareholder may be represented at the general meeting by the
Independent Representative, Ms. Béatrice Ehlers, or by a third-party proxy. Ms.
Ehlers is a notary public and has served as the Independent Representative at
previous annual general meetings.
Under Swiss corporate law, the Independent
Representative must satisfy strict independence requirements. In the absence of
instructions, the Independent Representative must abstain from voting. General
voting instructions can be given with respect to a particular general meeting of
shareholders with respect to proposals and agenda items that have not been
disclosed in the invitation to the general meeting.
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
Our Board of Directors recommends a vote
FOR the
re-election of Ms. Béatrice Ehlers as Independent
Representative.
31 |
|
|
Proxy Statement |
Corporate
Governance and Board of Directors Matters |
The Board of Directors is elected by the
shareholders and holds the ultimate decision-making authority within Logitech,
except for those matters reserved by law or by Logitechs Articles of
Incorporation to its shareholders or those that are delegated to the executive
officers under the organizational regulations (also known as by-laws). The Board
makes resolutions through a majority vote of
the members present at
the meetings. In the event of a tie, the vote of the Chairman
decides.
Logitechs Articles of Incorporation set
the minimum number of directors at three. We had ten members of the Board of
Directors as of June 30, 2015. If all of the nominees to the Board presented in
Proposal 5 are elected, the Board will have ten members.
Board of Directors
Independence |
The Board of Directors has determined that
each of our directors and director nominees, other than Daniel Borel, Bracken
Darrell and Guerrino De Luca, qualifies as independent in accordance with the
published listing requirements of the Nasdaq Stock Market and Swiss corporate
governance best practices guidelines. The Companys independent directors and
director nominees include Matthew Bousquette, Kee-Lock Chua, Sally Davis, Didier
Hirsch, Neil Hunt, Dimitri Panayotopoulos, Monika Ribar, Edouard Bugnion, Sue
Gove and Lung Yeh. The Nasdaq independence definition includes a series of
objective tests, such as that the director is not an employee
of the company and has not
engaged in various types of business dealings with the company. In addition, as
further required by Nasdaq rules, the Board has made a subjective determination
as to each independent director that no relationships exist which, in the
opinion of the Board, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director. In making these
determinations, the directors reviewed and discussed information provided by the
directors and the Company with regard to each directors business and personal
activities as they may relate to Logitech and Logitechs
management.
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Proxy
Statement |
32 |
Corporate
Governance and Board of Directors Matters |
Members of the Board of
Directors
The members of the Board of Directors,
including their principal occupation, business experience, and qualifications,
are set out below.
Daniel Borel 65 Years Old Director since 1988 |
Co-Founder and former Chief
Executive Officer and Chairman, Logitech International S.A. Swiss
national |
|
Daniel Borel is a Logitech founder and served from May 1988 until
January 1, 2008 as the Chairman of the Board. From July 1992 to February
1998, he also served as Chief Executive Officer. He has held various other
executive positions with Logitech. He serves on the Board of Nestlé S.A.
In addition, he serves on the Board of Fondation Defitech, a Swiss
foundation which contributes to research and development projects aimed at
assisting the disabled, is the Chairman of the Board of SwissUp, a Swiss
educational foundation promoting higher learning, and serves as President
of EPFL Plus, a Swiss foundation which raises funds for the Ecole
Polytechnique Fédérale de Lausanne. Mr. Borel holds an MS degree in
Computer Science from Stanford University in California and a BE degree in
Physics from the Ecole Polytechnique Fédérale, Lausanne,
Switzerland.
As a Logitech co-founder, and its
former Chairman and Chief Executive Officer, Mr. Borel brings deep
knowledge of and a passion for Logitech, its people and its products, as
well as senior leadership, industry, technical, and global experience. As
a director for Nestlé, Mr. Borel also provides cross-board experience.
Mr. Borel has decided to retire and
not to stand for re-election at the 2015 Annual General
Meeting. |
Matthew Bousquette 56 Years Old Director since
2005 |
Former Chairman, EGI Holdings
LLC U.S. national |
|
Matthew Bousquette
is the former Chairman of the Board of
EGI Holdings LLC, a U.S.-based producer of giftware and home and garden
décor products, a position he held from 2007 through 2012. He is the
former president of the Mattel Brands business unit of Mattel, Inc. Mr.
Bousquette joined Mattel as senior vice president of marketing in December
1993, and was promoted to successively more senior positions at Mattel,
including general manager of Boys Toys in July 1995, executive vice
president of Boys Toys in May 1998, president of Boys/Entertainment in
March 1999, and president of Mattel Brands from February 2003 to October
2005. Mr. Bousquettes previous experience included various positions at
Lewis Galoob Toys, Inc., Teleflora and the Procter & Gamble Company.
He serves on the Board and as President of the District 181 Foundation, a
foundation supporting initiatives that benefit local district students.
Mr. Bousquette earned a BBA degree from the University of Michigan.
Mr. Bousquette brings senior
leadership, strategic, financial and marketing expertise to the Board from
his former positions as chairman of a consumer products company and as a
senior executive at Mattel.
Mr. Bousquette currently serves on
the Audit Committee, Compensation Committee and Nominating Committee. He
is also the Companys Lead Independent Director. The Board of Directors
has determined that he is an independent Director.
Mr. Bousquette has decided to retire
and not to stand for re-election at the 2015 Annual General
Meeting. |
33 |
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|
Proxy Statement |
Corporate
Governance and Board of Directors Matters |
Kee-Lock Chua 54 Years Old Director since 2000 |
President and Chief
Executive Officer, Vertex
Group Singapore national |
|
Kee-Lock Chua
is president and chief executive
officer of the Vertex Group, a Singapore-headquartered venture capital
group. Prior to joining the Vertex Group in September 2008, Mr. Chua was
the president and an executive director of Biosensors International Group,
Ltd., a developer and manufacturer of medical devices used in
interventional cardiology and critical care procedures, from 2006 to 2008.
Previously, from 2003 to 2006, Mr. Chua was a managing director of Walden
International, a U.S.-headquartered venture capital firm. From 2001 to
2003, Mr. Chua served as deputy president of NatSteel Ltd., a Singapore
industrial products company active in Asia Pacific. From 2000 until 2001,
Mr. Chua was the president and chief executive officer of Intraco Ltd., a
Singapore-listed trading and distribution company. Prior to joining
Intraco, Mr. Chua was the president of MediaRing.com Ltd., a
Singapore-listed company providing voice-over-Internet services. He serves
on the Board of Yongmao Holdings Limited (where he is lead independent
director), a publicly traded company in Singapore, and IGG Inc., a
Singapore-based online gaming company publicly traded on the Stock
Exchange of Hong Kong Growth Enterprise Market. Mr. Chua holds a BS degree
in Mechanical Engineering from the University of Wisconsin, and an MS
degree in Engineering from Stanford University in California.
Mr. Chua has
extensive investment and senior leadership experience, as a venture
capitalist in Asia and the United States, and also as the former Chief
Executive Officer of publicly-traded companies in Asia. He brings to the
Board senior leadership, and financial and global expertise. As a director
of public companies in Asia, and of private companies, he also provides
cross-board experience.
Mr. Chua currently
is Chair of the Nominating Committee and serves on the Audit Committee.
The Board of Directors has determined that he is an independent
Director. |
Bracken Darrell 52 Years Old Director since
2013 |
President and Chief
Executive Officer, Logitech International S.A. U.S.
national |
|
Bracken Darrell
joined Logitech as President in April
2012 and became Chief Executive Officer in January 2013. Prior to joining
Logitech, Mr. Darrell served as President of Whirlpool EMEA and Executive
Vice President of Whirlpool Corporation, a home appliance manufacturer and
marketing company, from January 2009 to March 2012. Previously, Mr.
Darrell had been Senior Vice President, Operations of Whirlpool EMEA from
May 2008 to January 2009. From 2002 to May 2008, Mr. Darrell was with
P&G (The Procter & Gamble Company), a consumer brand company, most
recently as the President of its Braun GmbH subsidiary. Prior to rejoining
P&G in 2002, Mr. Darrell served in various executive and managerial
positions with General Electric Company from 1997 to 2002, with P&G
from 1991 to 1997, and with PepsiCo Inc. from 1987 to 1989. Mr. Darrell
holds a BA degree from Hendrix College and an MBA from Harvard University.
In addition to
being the President and Chief Executive Officer of the Company, Mr.
Darrell brings senior leadership, consumer brand marketing and global
experience to the Board. |
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Sally Davis 61 Years Old Director since 2007 |
Former
Chief Executive Officer, BT Wholesale British
national |
|
Sally
Davis is the former Chief Executive
Officer of BT Wholesale, a division of BT Group responsible for providing
telecommunications services and bandwidth to carriers and service
providers globally, a position she held from 2007 until she retired in
August 2011. She was the Chief Portfolio Officer of British Telecom from
2005 to 2007. She had previously held senior executive roles within BT
since joining the company in 1999, including President, Global Products,
Global Services from 2002 to 2005, President, BT Ignite Applications
Hosting from 2001 to 2002 and Director, Group Internet and Multimedia from
1999 to 2001. Before joining BT, Ms. Davis held leading roles in several
major communications companies, including Bell Atlantic in the United
States and Mercury Communications in the United Kingdom. Ms. Davis is a
member of the Board of Telenor Group, a global mobile communications
services company, and a member of the Board of CityFibre Infrastructure
Holdings PLC, a fibre optic infrastructure company. She holds a BA degree
from and is a Fellow of University College, London.
Ms. Davis
experience as a Chief Executive of a leading European telecommunications
company, and her significant technology product strategy and product
portfolio knowledge, provides the Board with expertise in senior
leadership, technology, product strategy, and financial
management.
Ms. Davis currently
is Chair of the Compensation Committee and serves on the Audit Committee
and the Nominating Committee. The Board of Directors has determined that
she is an independent Director. |
Guerrino De Luca 62 Years Old Director since
1998 |
Chairman, Logitech International S.A. 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
Logitechs 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 Logitechs 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.
As Logitechs
Chairman and former Chief Executive Officer, Mr. De Luca brings
significant senior leadership, industry, strategy, marketing and global
experience to the Board and a deep knowledge of, passion for and
commitment to Logitech, its people and its products.
Mr. De Luca
currently is Chairman of the
Board. |
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Didier Hirsch 64 Years Old Director since 2012 |
Senior Vice President
and Chief Financial Officer,
Agilent Technologies, Inc. French national |
|
Didier Hirsch is the Senior Vice President and Chief Financial
Officer of Agilent Technologies, Inc., a global leader in life sciences,
diagnostics and applied chemical markets. He has served in his current
position since July 2010 and served in various senior finance positions
with Agilent since 1999. Mr. Hirsch had joined Hewlett-Packard Company in
1989, and served as Director of Finance and Administration of
Hewlett-Packard Europe, Middle East and Africa (EMEA) from 1996 to 1999,
Director of Finance and Administration of Hewlett-Packard Asia Pacific
from 1993 to 1996, and Director of Finance and Administration of
Hewlett-Packard France from 1989 to 1993. Prior to Hewlett-Packard, Mr.
Hirsch worked in finance positions with Valeo Inc., Gemplus S.C.A.,
SGS-Thomson Microelectronics, I.B.H. Holding S.A., Bendix Corporation and
Ford Motor Company. He serves on the Board of Knowles Corporation, a New
York Stock Exchange (NYSE)-listed global supplier of advanced
micro-acoustic solutions and specialty components serving the mobile
communications, consumer electronics, medical technology, military,
aerospace and industrial markets. Mr. Hirsch holds an MS degree in
Computer Sciences from Toulouse University and an MS degree in Industrial
Administration from Purdue University.
As Chief Financial Officer of a
leading public technology company, and with significant finance expertise
developed over several decades at technology and manufacturing companies
in the U.S.A., EMEA and Asia Pacific, Mr. Hirsch brings senior leadership,
finance (including U.S. GAAP), technology and global experience to the
Board.
Mr. Hirsch currently is Chair of the
Audit Committee. The Board of Directors has determined that he is an
independent Director. |
Neil Hunt 53 Years Old Director since 2010 |
Chief
Product Officer, Netflix, Inc. U.K. and U.S.
national |
|
Neil Hunt is the Chief Product Officer of Netflix, Inc.,
a California-based company offering the worlds largest Internet TV
service operating in more than 50 countries worldwide. He has been with
Netflix since 1999, and is responsible for the design, implementation and
operation of the technology at Netflix. Prior to his current position, he
served as Vice President, Internet Engineering at Netflix from 1999 to
2002. From 1997 to 1999, Dr. Hunt was Director of Engineering for Rational
Software, a California-based maker of software development tools, and he
served in engineering roles at predecessor companies from 1991 to 1997.
Dr. Hunt is a member of the Board of Directors of Simply Hired, Inc., a
private online job listings company. Dr. Hunt holds a Doctorate in
Computer Science from the University of Aberdeen, U.K. and a Bachelors
degree from the University of Durham, U.K.
Dr. Hunts significant expertise in technology, product
development leadership and strategy, and his experience as a member of the
senior leadership of a leading digital delivery company, provides the
Board with technology, product strategy and global expertise as well as
senior leadership.
Dr. Hunt currently serves on the Compensation Committee. The
Board of Directors has determined that he is an independent
Director. |
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Dimitri Panayotopoulos 63 Years Old Director since 2014 |
Senior Advisor, The
Boston Consulting Group U.K. national |
|
Dimitri
Panayotopoulos is a Senior Advisor at
The Boston Consulting Group, a global management consulting firm. Prior to
joining The Boston Consulting Group in April 2014, Mr. Panayotopoulos
served with The Procter & Gamble Company (P&G), a consumer brand
company, from 1977 to 2014. At P&G, he served as Vice Chairman and
Advisor to the Chairman & Chief Executive Officer at P&G from July
2013 to January 2014, Vice Chairman of Global Business Units from May 2011
to July 2013, Vice Chairman of Global Household Care Group from July 2007
to May 2011, Group President of Global Fabric Care from July 2004 to July
2007, President of Central and Eastern Europe, Middle East and Africa from
July 2001 to July 2004, and President-Greater China from 1999 to July
2001. Mr. Panayotopoulos served in various executive, managerial and other
positions with P&G in sales, brand management and advertising in
Europe (including Switzerland), Egypt and the Far East from 1977 to 1999.
He serves on the Board of British American Tobacco p.l.c., a London Stock
Exchange (LSE)-listed global tobacco company. Mr. Panayotopoulos holds a
BA degree from Sussex University, U.K.
Mr. Panayotopoulos brings senior
leadership, strategic, financial, consumer brand marketing and global
experience to the Board from his former leadership positions with P&G
in a broad spectrum of regions.
The Board of Directors has
determined that he is an independent Director. |
Monika Ribar
55 Years Old Director since
2004 |
Former President and Chief
Executive Officer, Panalpina Group Swiss national |
|
Monika Ribar is the former
President and Chief Executive Officer of the Panalpina Group, a Swiss
freight forwarding and logistics services provider, a position she held
from October 2006 until she retired in May 2013. Ms. Ribar was a member of
Panalpinas Executive Board from February 2000 to May 2013, serving as
Panalpinas Chief Financial Officer from June 2005 to October 2006, and as
its Chief Information Officer from February 2000 to June 2005. From June
1995 to February 2000, she served as Panalpinas Corporate Controller, and
from 1991 to 1995 served in project management positions at Panalpina.
Prior to joining Panalpina, Ms. Ribar worked at Fides Group (now KPMG
Switzerland), a professional services firm, serving as Head of Strategic
Planning, and was employed by the BASF Group, a German chemical products
company. She also serves on the Boards of the Lufthansa Group, an aviation
group with global operations, Rexel SA, a French distributor of electrical
supplies to professional users, SIKA AG, a SIX Swiss Exchange-listed
supplier of specialty chemical products and industrial materials, and
Swiss International Air Lines Ltd., the flag carrier airline of
Switzerland and a subsidiary of the Lufthansa Group, and is the Vice
Chairman of the Swiss Railway SBB, the Swiss rail carrier fully-owned by
the Swiss government. Ms. Ribar holds a Masters degree in Economics and
Business Administration from the University of St. Gallen,
Switzerland.
Ms. Ribar has significant executive
experience with the strategic, financial, and operational requirements of
companies with global operations, and brings to our Board senior
leadership, logistics industry, global and financial experience. As a
member of other public company boards, Ms. Ribar also provides cross-board
experience.
Ms. Ribar currently serves on the
Audit Committee and the Compensation Committee. The Board of Directors has
determined that she is an independent Director.
Ms. Ribar has decided to retire and
not to stand for re-election at the 2015 Annual General
Meeting. |
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Other than the current employment and
involvement noted above, no other Logitech Board member currently has material
supervisory, management, or advisory
functions outside
Logitech. None of the Companys directors holds any official functions or
political posts.
Elections
to the Board of Directors |
Directors are elected at the Annual
General Meeting of Shareholders, upon proposal of the Board of Directors. The
proposals of the Board of Directors are made following recommendations of the
Nominating Committee.
Shareholder Recommendations and
Nominees
Under our Articles of Incorporation, one
or more registered shareholders who together represent shares representing at
least the lesser of (i) one percent of our issued share capital or (ii) an
aggregate par value of one million Swiss francs may demand that an item be
placed on the agenda of a meeting of shareholders, including a nominee for
election to the Board of Directors. A request to place an item on the meeting
agenda must be in writing, describe the proposal and be received by our Board of
Directors at least 60 days prior to the date of the meeting. Demands by
registered shareholders to place an item on the agenda of a meeting of
shareholders should be sent to: Secretary to the Board of Directors, Logitech
International S.A., EPFL - Quartier de lInnovation, Daniel Borel Innovation
Center, 1015 Lausanne, Switzerland, or c/o Logitech Inc., 7700 Gateway
Boulevard, Newark, CA 94560, USA.
Under the Companys Articles of
Incorporation only registered shareholders are recognized as shareholders of the
company. As a result, beneficial shareholders do not have a right to place an
item on the agenda of a meeting, regardless of the number of shares they hold.
For information on how beneficial shareholders may become registered
shareholders, see Questions and Answers about the Logitech 2015 Annual General
Meeting - If I am not a registered shareholder, can I attend and vote at the
meeting?
If the agenda of a general meeting of
shareholders includes an item calling for the election of directors, any
registered shareholder may propose a candidate for election to the Board of
Directors before or at the meeting.
The Nominating Committee does not have a
policy on consideration of recommendations for candidates to the Board of
Directors from registered shareholders. The Nominating Committee considers it
appropriate not to have a formal policy for consideration of such
recommendations because the evaluation of potential members of the Board of
Directors is by its nature a case-by-case process, depending on the composition
of the Board at the time, the needs and status of the business of the Company,
and the experience and qualification of the individual. Accordingly, the
Nominating Committee would consider any such recommendations on a case-by-case
basis in their discretion, and, if accepted for consideration, would evaluate
any such properly submitted nominee in consideration of the membership criteria
set forth under Board Composition below. Shareholder recommendations to the
Board of Directors should be sent to the above address.
Board Composition
The Nominating Committee is responsible
for reviewing and assessing with the Board the appropriate skills, experience,
and background sought of Board members in the context of our business and the
then-current membership on the Board. The Nominating Committee has not formally
established any specific, minimum qualifications that must be met by each
candidate for the Board of Directors or specific qualities or skills that
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are necessary for one or more
of the members of the Board of Directors to possess. Similarly, the Nominating
Committee does not have a formal policy on considering diversity in identifying
candidates for election or re-election to the Board of Directors. However, we do
not expect or intend that each director will have the same background, skills,
and experience; we expect that Board members will have a diverse portfolio of
backgrounds, skills, and experiences. One goal of this diversity is to assist
the Board as a whole in its oversight and advice concerning our business and
operations.
The review and assessment of Board
candidates and the current membership of the Board by the Nominating Committee
and the Board includes numerous diverse factors, such as: independence;
understanding of and experience in technology, finance, and marketing;
international experience; age; and gender and ethnic diversity.
The priorities and emphasis of the
Nominating Committee and of the Board with regard to these factors change from
time to time to take into account changes in Logitechs business and other
trends, as well as the portfolio of skills and experience of current and
prospective Board members.
Listed below are key skills and experience
that we currently consider important for our directors to have in light of our
current business and structure. We do not expect each director to possess every
attribute. The directors biographies note each directors relevant experience,
qualifications, and skills relative to this list.
● |
Senior
Leadership Experience. Directors who have served in senior leadership
positions are important to Logitech, because they bring experience and
perspective in analyzing, shaping, and overseeing the execution of
important operational and policy issues at a senior
level. |
● |
Financial Expertise. Knowledge
of financial markets, financing and funding operations, and accounting and
financial reporting processes is important because it assists our
directors in understanding, advising, and overseeing Logitechs structure,
financial reporting, and internal control of such
activities. |
● |
Industry and Technical
Expertise. Because we develop and
manufacture hardware and software products, ship them worldwide, and sell
to both major computer manufacturers and consumer electronics distributors
and retailers, expertise in hardware and software, and experience in
supply chain, manufacturing and consumer products is useful in
understanding the opportunities and challenges of our business and in
providing insight and oversight of management. |
● |
Brand Marketing
Expertise. Because we are a consumer
products company, directors who have brand marketing experience can
provide expertise and guidance as we seek to maintain and expand brand and
product awareness and a positive reputation. |
● |
Global Expertise. Because we are a global organization with research and
development, and sales and other offices in many countries, directors with
global expertise, particularly in Europe and Asia, can provide a useful
business and cultural perspective regarding many significant aspects of
our business. |
Identification and Evaluation of
Nominees for Directors
Our Nominating Committee uses a variety of
methods for identifying and evaluating nominees for director. Our Nominating
Committee regularly assesses the appropriate size and composition of the Board
of Directors, the needs of the Board of Directors and the respective Committees
of the Board of Directors and
39 |
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the qualifications of candidates in light of these needs.
Candidates may come to the attention of the Nominating Committee through
shareholders, management, current members of the Board of Directors or search
firms. The evaluation of these candidates may be based solely
upon information
provided to the Committee or may also include
discussions with persons familiar with the candidate, an interview of the
candidate or other actions the Committee deems appropriate, including the use of
paid third parties to review candidates.
Terms of
Office of Directors |
Each director is elected individually by a
separate vote of shareholders. Until 2012, each director was elected for a term
of three years. At the Companys 2012 Annual General Meeting, shareholders
approved a change such that each director, starting with the directors elected
at the 2012 Annual General Meeting, will be subject to a term of one year. Eight
of our ten directors are being presented for re-election to the Board of
Directors at the 2015 Annual General Meeting, with two directors deciding to
retire and not stand for re-election. Each director is eligible for re-election
until his or her seventieth birthday. Directors
may not seek reelection after they have reached 70 years of age, unless
the Board of Directors adopts a resolution to the contrary. A member of the
Board who reaches 70 years of age during the term of his or her directorship may
remain a director until the expiration of the term. A directors term of office
as Chairman coincides with his or her term of office as a director. A director
may be indefinitely re-elected as Chairman, subject to the age limit mentioned
above.
The year of appointment and remaining term
of office as of March 31, 2015 for each director are as follows:
Name |
Year First Appointed |
|
Year Current Term Expires |
Daniel Borel(1) |
1988 |
|
Annual General Meeting 2015 |
Matthew Bousquette(1) |
2005 |
|
Annual General Meeting 2015 |
Kee-Lock Chua(1) |
2000 |
|
Annual General Meeting 2015 |
Bracken Darrell(2) |
2013 |
|
Annual General Meeting 2015 |
Sally Davis(1) |
2007 |
|
Annual General Meeting 2015 |
Guerrino De Luca(2) |
1998 |
|
Annual General Meeting 2015 |
Didier Hirsch(1) |
2012 |
|
Annual General Meeting 2015 |
Neil Hunt(1) |
2010 |
|
Annual General Meeting 2015 |
Dimitri Panayotopoulos(1) |
2014 |
|
Annual General Meeting 2015 |
Monika Ribar(1) |
2004 |
|
Annual General Meeting
2015 |
(1) |
|
Non-executive member of the Board of
Directors. |
|
(2) |
|
Executive member of the Board of
Directors. |
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Board Responsibilities and Structure
The Board of Directors is responsible for
supervising the management of the business and affairs of the Company. In
addition to the non-transferable powers and duties of boards of directors under
Swiss law, the Logitech Board of Directors also has the following
responsibilities:
● |
the signatory power of its
members; |
● |
the approval of the budget submitted
by the Chief Executive Officer; |
● |
the approval of investments or
acquisitions of more than USD 10 million in the aggregate not included in
the approved budgets; |
● |
the approval of any
expenditure of more than USD10 million not specifically identified in the
approved budgets; and |
● |
the approval of the sale or
acquisition, including related borrowings, of the Companys real
estate. |
The Board of Directors has delegated the
management of the Company to the Chief Executive Officer and the executive
officers, except where Swiss law or the Companys Articles of Incorporation or
Organizational Regulations (By-Laws) provide differently.
Board Leadership
Structure
The Board has since 1997 had a general
practice that the positions of Chairman of the Board and Chief Executive Officer
should be held by separate persons as an aid in the Boards oversight of
management. Since 1997, the Chairman has been a former Chief Executive Officer
of the Company and has served as a full-time senior executive. Logitech believes
that there are advantages to having a former Chief Executive Officer as
Chairman, for matters such as: leadership continuity; day-to-day assistance to
and oversight of the Chief Executive Officer and other executive officers; and
facilitating communications and relations between the Board, the Chief Executive
Officer, and other senior management.
Mr. De Luca, the Companys former Chief
Executive Officer and current Chairman, has served in that role since January
2008. On July 27, 2011, Mr. De Luca assumed the role of acting President and
Chief Executive Officer, in addition to continuing his duties as Chairman, at
the request of the Board of Directors. The Board appointed Bracken Darrell as
President as of April 9, 2012, and he became the Chief Executive Officer as of
January 1, 2013. The Board considered the holding of both the Chairman and Chief
Executive Officer positions by Mr. De Luca as a temporary arrangement, and
returned to its general practice of the positions being held by separate persons
upon the appointment of Mr. Darrell as Chief Executive Officer.
The Chairman of the Board is elected by
the shareholders on an annual basis, at the Annual General Meeting of
Shareholders. The Secretary of the Board of Directors is appointed at the Board
meeting coinciding with the Annual General Meeting of Shareholders. As of June
30, 2015, the Secretary was Mr. Bryan Ko, the Companys General
Counsel.
Role of the Chairman and of the Chief
Executive Officer
The Chairman assumes a leading role in
mid- and long-term strategic planning and the selection of top-level management,
and he supports major transaction initiatives of Logitech.
The Chief Executive Officer manages the
day-to-day operations of Logitech, with the support of the other executive
officers. The Chief Executive Officer has, in particular, the following powers
and duties:
● |
defining and implementing short and
medium term strategies; |
● |
preparing the budget, which must be
approved by the Board of Directors; |
● |
reviewing and certifying the
Companys annual report; |
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● |
appointing, dismissing and promoting
any employees of Logitech other than executive officers and the head of
the internal audit function; |
● |
taking immediate measures to protect
the interests of the Company where a breach of duty is suspected from
executive officers until the Board has decided on the matter;
|
● |
carrying out Board resolutions;
|
● |
reporting regularly to the Chairman
of the Board of Directors on the activities of the business;
|
● |
preparing supporting documents for
resolutions that are to be passed by the Board of Directors; and
|
● |
deciding on issues brought to his
attention by executive officers. |
The detailed authorities and
responsibilities of the Board of Directors, the Chief Executive Officer and the
executive officers are set out in the Companys Articles of Incorporation and
Organizational Regulations. Please refer to http://ir.logitech.com for copies of
these documents.
Lead Independent
Director
As appointed by the Board, Mr. Bousquette
serves as Lead Independent Director. The responsibilities of the Lead
Independent Director include chairing meetings of the non-executive directors
and serving as the presiding director in performing such other functions as the
Board may direct. The Lead Independent Director is elected annually by the
Independent Directors.
Means by Which the Board of Directors
Supervises Executive Officers
The Board of Directors is regularly
informed on developments and issues in Logitechs business, and monitors the
activities and responsibilities of the executive officers in various
ways.
● |
At each regular Board meeting the
Chief Executive Officer reports to the Board of Directors on developments
and important issues. The Chief Executive Officer also provides regular
updates to the Board members regarding Logitechs business between the
dates of regular Board meetings. |
● |
The offices of Chairman and Chief
Executive Officer are generally separated, to help ensure balance between
leadership of the Board and leadership of the day-to-day management of
Logitech. |
● |
Executive officers and other members
of senior management, at the invitation of the Board, attend portions of
meetings of the Board and its Committees to report on the financial
results of Logitech, its operations, performance and outlook, and on areas
of the business within their responsibility, as well as other business
matters. For further information on participation by executive officers
and other members of senior management in Board and Committee meetings
please refer to Board Committees below. |
● |
There are regular quarterly closed
sessions of the non-executive, independent members of the Board of
Directors, led by the Lead Independent Director, where Logitech issues are
discussed without the presence of executive or non-independent members of
the Board or executive officers. |
● |
The Board holds quarterly closed
sessions, where all Board members meet without the presence of non-Board
members, to discuss matters appropriate to such sessions, including
organizational structure and the hiring and mandates of executive
officers. |
● |
There are regularly scheduled
reviews at Board meetings of Logitech strategic and operational issues,
including discussions of issues placed on the agenda by the non-executive
members of the Board of Directors.
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● |
The Board reviews and approves
significant changes in Logitechs structure and organization, and is
actively involved in significant transactions, including acquisitions,
divestitures and major investments. |
● |
All non-executive Board members have
access, at their request, to all internal Logitech information.
|
● |
The head of the Internal Audit
function reports to the Audit
Committee. |
The Boards Role in Risk
Oversight
One of the Boards functions is oversight
of risk management at Logitech. Risk is inherent in business, and the Board
seeks to understand and advise on risk in conjunction with the activities of the
Board and the Boards Committees.
The largest risk in any business typically
is that the products and services it offers will not be met by customer demand,
because of poor strategy, poor execution, lack of competitiveness, or some
combination of these or other factors. The Board implements its risk oversight
responsibilities, at the highest level, through regular reviews of the Companys
business, product strategy and competitive position, and through management and
organizational reviews, evaluations and succession planning.
Within the broad strategic framework
established by the Board, management is responsible for identifying risk and
risk controls related to significant business activities; mapping the risks to
company strategy; and developing programs and recommendations to determine the
sufficiency of risk identification, the balance of potential risk to potential
reward and the appropriate manner in which to control risk.
The Boards risk oversight role is
implemented at the full Board level, and also in individual Board Committees.
The full Board receives specific reports on enterprise risk management, in which
the identification and control of risk are the primary topics of the discussion.
Presentations and other information for the Board and
Board Committees generally identify and discuss relevant risk and risk control;
and the Board members assess and oversee the risks as a part of their review of
the related business, financial, or other activity of the Company. The
Compensation Committee oversees issues related to the design and risk controls
of compensation programs. The Audit Committee oversees issues related to
internal control over financial reporting and Logitechs risk tolerance in
cash-management investments. The Boards role in oversight does not have a
direct impact on the Boards leadership structure, which is discussed
above.
Board Meetings
The Chairman sets the agenda for Board
meetings, in coordination with the Chief Executive Officer. Any member of the
Board of Directors may request that a meeting of the Board be convened. The
directors receive materials in advance of Board meetings allowing them to
prepare for the handling of the items on the agenda.
The Chairman and Chief Executive Officer
recommend executive officers or other members of senior management who, at the
invitation of the Board, attend portions of each quarterly Board meeting to
report on areas of the business within their responsibility. Infrequently, the
Board may also receive reports from external consultants such as executive
search or succession experts or outside legal experts to assist the Board on
matters it is considering.
The Board typically holds regularly
scheduled Board meetings twice each quarter: once for a review and discussion of
the Company, its strategy or both, which lasts a full day to a day-and-a-half
and in which all directors participate in person except in special individual
circumstances; and once for a quarterly earnings-related meeting, which lasts
for approximately one to two hours and in which directors participate in person
or by teleconference or video conference. Additional meetings of the Board may
be held by teleconference or video conference and
the duration of such meetings varies depending on the subject matters
considered.
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Emergency Resolutions
In case of emergency, the Chairman of the
Board may have the power to pass resolutions which would otherwise be the
responsibility of the Board. Decisions by the Chairman of the Board made in this
manner are subject to ratification by the Board of Directors at its next meeting
or by way of written consent. No such emergency resolutions were passed during
fiscal year 2015.
Independent Director
Sessions
The Board of Directors has adopted a
policy of regularly scheduled sessions of Board meetings where the
independent
directors meet to consider matters without management or non-independent
directors present. During fiscal year 2015, separate sessions of the independent
directors were held at six separate meetings.
Board Effectiveness
Our Board of Directors performs an annual
self-assessment to evaluate its effectiveness in fulfilling its
obligations.
The Board has standing Audit,
Compensation, and Nominating Committees to assist the Board in carrying out its
duties. Each of the Board committees is composed entirely of directors that are
independent in accordance with the published listing requirements of the Nasdaq
Stock Market and Swiss corporate governance best practices guidelines. At each
quarterly Board meeting, each applicable Board Committee reports to the full
Board on the substance of the Committees meetings, if any, during the
quarter.
Each Committee has a written charter
approved by the Board. The chair of each Committee determines the Committees
meeting agenda. The Board Committee members receive materials in advance of
Committee meetings allowing them to prepare for the meeting. The Charters of
each Board Committee are available on Logitechs Investor Relations website at
http://ir.logitech.com. Each of the Audit, Compensation and Nominating Committees
has the authority to engage outside experts, advisors and counsel to the extent
it considers appropriate to assist the Committee in its work. The members of the
Committees are identified in the following table.
Director |
Audit |
|
Compensation |
|
Nominating |
Daniel Borel |
|
|
|
|
|
Matthew Bousquette |
X |
|
X |
|
X |
Kee-Lock Chua |
X |
|
|
|
Chair |
Bracken Darrell |
|
|
|
|
|
Sally Davis |
X |
|
Chair |
|
X |
Guerrino De Luca |
|
|
|
|
|
Didier Hirsch |
Chair |
|
|
|
|
Neil Hunt |
|
|
X |
|
|
Dimitri Panayotopoulos |
|
|
|
|
|
Monika Ribar |
X |
|
X |
|
|
|
Proxy
Statement |
44 |
Corporate Governance and Board of Directors
Matters |
Attendance at Board, Committee and
Annual Shareholders Meetings
In fiscal year 2015 the Board met eleven
times, nine of which were regularly scheduled meetings. In addition, the Audit
Committee met 17 times, the Compensation Committee met ten times, and the
Nominating Committee met six times. The Board also met or held conference calls
at least 13 times during fiscal year 2015 with respect to the Audit Committees
independent investigation of certain accounting matters related to Logitechs
previously issued financial statements. In addition to its meetings,
the Board took six actions for approval by written consent during fiscal year
2015. We expect each director to attend each meeting of the Board and the
Committees on which he or she serves, and also expect them to attend the Annual
General Meeting of shareholders. Nine of our ten directors attended the 2014
Annual General Meeting. All of the incumbent directors attended at least 75% of
the meetings of the Board and the Committees on which he or she served. Detailed
attendance information for Board and Board Committee meetings during fiscal year
2015 is as follows:
|
|
Board
of Directors |
|
Audit Committee |
|
Compensation Committee |
|
Nominating Committee |
# of meetings held |
|
11 |
|
17 |
|
10 |
|
6 |
Daniel Borel |
|
10 |
|
|
|
|
|
|
Matthew Bousquette |
|
11 |
|
17 |
|
10 |
|
6 |
Kee-Lock Chua |
|
10 |
|
16 |
|
|
|
6 |
Bracken Darrell |
|
11 |
|
|
|
|
|
|
Sally Davis |
|
9 |
|
16 |
|
9 |
|
6 |
Guerrino De Luca |
|
10 |
|
|
|
|
|
|
Didier Hirsch |
|
11 |
|
17 |
|
|
|
|
Neil Hunt |
|
11 |
|
|
|
10 |
|
|
Dimitri Panayotopoulos(1) |
|
4 |
|
|
|
|
|
|
Monika Ribar |
|
9 |
|
15 |
|
7 |
|
|
(1) |
|
Mr. Panayotopoulos was elected
to the Board as of the Annual General Meeting on December 18, 2014, and
attended all four of the Board meetings that were held on or after that
date. |
Audit Committee
The Audit Committee is appointed by the
Board to assist the Board in monitoring the Companys financial accounting,
controls, planning and reporting. It is composed of only non-executive,
independent Board members. Among its duties, the Audit Committee:
● |
reviews the adequacy of the
Companys internal controls and disclosure controls and
procedures; |
● |
reviews the independence, fee
arrangements, audit scope, and performance of the Companys independent
auditors, and recommends the appointment or replacement of independent
auditors to the Board of Directors; |
● |
reviews and approves all
non-audit work to be performed by the independent
auditors; |
● |
reviews the scope of
Logitechs internal auditing and the adequacy of the organizational
structure and qualifications of the internal auditing
staff; |
45 |
|
|
Proxy Statement |
Corporate Governance
and Board of Directors Matters |
● |
reviews, before release, the
quarterly results and interim financial data; |
● |
reviews with management and
the independent auditors the Companys major financial risk exposures and
the steps management has taken to monitor and control those exposures,
including the Companys guidelines and policies with respect to risk
assessment and risk management; and |
● |
reviews, before release, the
audited financial statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in the Companys
annual reporting, and recommends that the Board of Directors submit these
items to the shareholders meeting for
approval. |
The Audit Committee currently consists of
Mr. Hirsch, Chairperson, Mr. Bousquette, Mr. Chua, Ms. Davis and Ms. Ribar. The
Board of Directors has determined that each member of the Audit Committee meets
the independence requirements of the Nasdaq Stock Market listing standards and
the applicable rules and regulations of the SEC. In addition, the Board has
determined that Mr. Hirsch, Mr. Bousquette and Ms. Ribar are audit committee
financial experts as defined by the applicable rules and regulations of the
SEC.
The Audit Committee met 17 times in fiscal
year 2015. Four meetings were held in person on the day prior to the regularly
scheduled quarterly Board meeting, for approximately two to three hours, and
thirteen were held by teleconference, for approximately half-an-hour to
two-and-a-half hours preceding the Companys quarterly report of financial
results, preceding the filing of the Companys quarterly report on Form 10-Q or
in special circumstances. The Committee received reports and presentations
before the meetings in order to allow them time to prepare adequately. At the
Committees invitation, the Companys Chief Financial Officer, Corporate
Controller, Vice President of Internal Audit and General Counsel or Associate
General Counsel attended each meeting, and representatives from the Companys then-current
independent registered public accounting firm, PwC LLP or KPMG LLP, also
attended fifteen of the seventeen meetings. Other members of management
also
participated in certain meetings. Five meetings also included a separate session
with representatives of the independent registered public accounting firm and
separate sessions with the Chief Financial Officer, with the head of Internal
Audit or both. In addition to its regular and special meetings, the Audit
Committee met or held conference calls at least 32 times during fiscal year 2015
with respect to the Committees independent investigation of certain accounting
matters related to Logitechs previously issued financial statements.
Compensation Committee
The Compensation Committee reviews and
approves, or recommends to the Board for approval, the compensation of executive
officers and non-executive Board members and Logitechs compensation policies
and programs, including share-based compensation programs and other
incentive-based compensation. Within the guidelines established by the Board and
the limits set forth in the Companys employee equity incentive plans, the
Compensation Committee also has the authority to grant equity incentive awards
to employees without further Board approval. The Committee is composed of only
non-executive, independent Board members.
The Compensation Committee currently
consists of Ms. Davis, Chairperson, Mr. Bousquette, Dr. Hunt and Ms. Ribar. The
Board of Directors has determined that each member of the Committee meets the
independence requirements of the Nasdaq Stock Market listing
standards.
The Compensation Committee met ten times
in fiscal year 2015. At the Committees invitation, the Companys Vice President
of People & Culture and the Vice President, Total Rewards (formerly
Worldwide Compensation & Benefits) attended each meeting, and the
Committees independent advisors from Radford Consulting, Compensia or Agnes
Blust Consulting attended five meetings.
Four of the meetings were held in person
and each meeting lasted for approximately half-an-hour to three-and-a-half
hours. In addition to its meetings, the Committee took nine actions for approval
by written consent during fiscal year 2015.
|
Proxy
Statement |
46 |
Corporate Governance and Board of Directors
Matters |
Please refer to the Companys Compensation
Report for further information on the Compensation Committees criteria and
process for evaluating executive compensation.
Nominating Committee
The Nominating Committee is composed of at
least three members, with each of the members being non-executive, independent
directors. Among its duties, the Nominating Committee:
● |
evaluates the composition of
the Board of Directors and its Committees, determines future requirements
and makes recommendations to the Board of Directors for
approval; |
● |
determines on an annual basis
the desired Board qualifications and expertise and conducts searches for
potential directors with these attributes; |
● |
evaluates and makes
recommendations of nominees for election to the Board of Directors;
and |
● |
evaluates and makes
recommendations to the Board concerning the appointment of directors to
Board Committees and the selection of Board Committee
chairs. |
The Nominating Committee may and typically
does retain an executive search firm to assist with the identification and
evaluation of prospective Board nominees based on criteria established by the
Committee. For information on the Nominating Committees policies with respect
to director nominations please see Elections to the Board of Directors
above.
The Nominating Committee currently
consists of Mr. Chua, Chairperson, Mr. Bousquette and Ms. Davis. The Board of
Directors has determined that Mr. Chua, Mr. Bousquette and Ms. Davis meet the
independence requirements of the Nasdaq Stock Market listing standards. Upon the
Committees recommendation of nominees for election to the Board of Directors,
the nominees are presented to the full Board. Nominees are then selected by a
majority of the independent members of the Board. The Nominating Committee met
six times in fiscal year 2015. The meetings were held in person or by
teleconference and lasted approximately half-an-hour to one
hour.
47 |
|
|
Proxy Statement |
Corporate Governance and Board of Directors
Matters |
Compensation Committee
Interlocks and Insider Participation
None of the members of the Compensation
Committee has been an officer or employee of Logitech. None of our executive
officers serves on the board of directors or compensation committee of a company
that has an executive officer that serves on our Board of Directors.
Communications with
the Board of Directors |
Shareholders may contact the Board of
Directors about bona fide issues or questions about Logitech by sending an email
to generalcounsel@logitech.com or by writing the Corporate Secretary at the following
address:
Logitech International S.A.
Attn:
Corporate Secretary
EPFL - Quartier de lInnovation
Daniel Borel
Innovation Center
1015 Lausanne, Switzerland
All such shareholder communications will
be forwarded to the appropriate member or members of the Board of Directors or,
if none is specified, to the Chairman of the Board of Directors.
|
Proxy
Statement |
48 |
Security Ownership of
Certain Beneficial Owners and Management as of June 30, 2015
In accordance with the proxy statement
rules under U.S. securities laws, the following table shows the number of our
shares beneficially owned as of June 30, 2015 by:
● |
each person or group known by
Logitech, based on filings pursuant to Section 13(d) or (g) under the U.S.
Securities Exchange Act of 1934 or notifications to the Company under
applicable Swiss laws, to own beneficially more than 5% of our outstanding
shares as of June 30, 2015; |
● |
each director and each nominee
for director; |
● |
the persons named in the
Summary Compensation Table in the Compensation Report (the named
executive officers); and |
● |
all directors and current
executive officers as a group. |
Beneficial Owner(1) |
|
Number of
Shares Owned(2) |
|
Shares that May be
Acquired Within 60 Days(3) |
|
Total Beneficial Ownership |
|
Total as
a Percentage of Shares Outstanding(4) |
5% shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Credit Suisse AG(5) |
|
11,228,056 |
|
|
|
|
|
11,228,056 |
|
|
6.8% |
|
Daniel Borel(6) |
|
9,264,038 |
|
|
|
|
|
9,264,038 |
|
|
5.6% |
|
Director, not including the Chairman
or the CEO: |
|
|
|
|
|
|
|
|
|
|
|
|
Daniel Borel(6) |
|
9,264,038 |
|
|
|
|
|
9,264,038 |
|
|
5.6% |
|
Matthew Bousquette |
|
51,148 |
|
|
15,000 |
|
|
66,148 |
|
|
* |
|
Kee-Lock Chua |
|
82,487 |
|
|
15,000 |
|
|
97,487 |
|
|
* |
|
Sally Davis |
|
79,798 |
|
|
30,000 |
|
|
109,798 |
|
|
* |
|
Didier Hirsch |
|
25,230 |
|
|
|
|
|
25,230 |
|
|
* |
|
Neil Hunt |
|
42,128 |
|
|
|
|
|
42,128 |
|
|
* |
|
Dimitri Panayotopoulos(7) |
|
|
|
|
|
|
|
|
|
|
* |
|
Monika Ribar |
|
60,540 |
|
|
15,000 |
|
|
75,540 |
|
|
* |
|
Nominees for Director: |
|
|
|
|
|
|
|
|
|
|
|
|
Edouard Bugnion |
|
|
|
|
|
|
|
|
|
|
* |
|
Sue
Gove |
|
|
|
|
|
|
|
|
|
|
* |
|
Lung Yeh |
|
|
|
|
|
|
|
|
|
|
* |
|
Named Executive Officers: |
|
|
|
|
|
|
|
|
|
|
|
|
Guerrino De Luca |
|
249,844 |
|
|
245,000 |
|
|
494,844 |
|
|
* |
|
Bracken
Darrell |
|
186,922 |
|
|
775,000 |
|
|
961,922 |
|
|
* |
|
Vincent Pilette |
|
293,800 |
|
|
|
|
|
293,800 |
|
|
* |
|
Marcel Stolk |
|
49,473 |
|
|
112,500 |
|
|
161,973 |
|
|
* |
|
L.
Joseph Sullivan |
|
73,173 |
|
|
172,500 |
|
|
245,673 |
|
|
* |
|
Current Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
as a
Group(13) |
|
10,458,581 |
|
|
1,380,000 |
|
|
11,838,581 |
|
|
7.1% |
|
49 |
|
|
Proxy Statement |
* |
|
Less than 1% |
|
(1) |
|
Unless otherwise indicated,
the address for each beneficial owner listed in this table is c/o Logitech
International S.A., EPFL, Quartier de lInnovation, Daniel Borel
Innovation Center, 1015 Lausanne, Switzerland / 7700 Gateway Boulevard,
Newark, California 94560. |
|
(2) |
|
To Logitechs knowledge,
except as otherwise noted in the footnotes to this table, each director
and executive officer has sole voting and investment power over the shares
reported as beneficially owned in accordance with SEC rules, subject to
community property laws where applicable. |
|
(3) |
|
Includes shares represented by
vested, unexercised options as of June 30, 2015 and options and restricted
stock units that are expected to vest within 60 days after June 30, 2015.
These shares are deemed to be outstanding for the purpose of computing the
percentage ownership of the person holding the options or restricted stock
units, but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person. |
|
(4) |
|
Based on 164,430,567 shares
outstanding on June 30, 2015 (173,106,620 shares outstanding less
8,676,053 treasury shares outstanding). |
|
(5) |
|
Based on information set forth
in a Schedule 13G filed with the U.S. Securities and Exchange Commission
on February 12, 2015 by Credit Suisse AG, reporting ownership of
Logitechs shares as of December 31, 2014, and indicating shared
investment and voting power with respect to all of the shares. The address
of Credit Suisse AG is Uetlibergstrasse 231, P.O. Box 900, CH 8070,
Zurich, Switzerland. |
|
(6) |
|
The number of shares held by
Mr. Borel includes (a) 53,000 shares held by a charitable foundation, of
which Mr. Borel and other members of his family are board members and (b)
6,500 shares held by Mr. Borels spouse. As of June 30, 2015, Mr. Borels
indicated sole investment and voting power with respect to 9,204,538
shares, shared investment power with respect to 59,500 shares and shared
voting power with respect to 53,000 shares. |
|
(7) |
|
Mr. Panayotopoulos was first
elected as a director of the Company at the Annual General Meeting on
December 18, 2014. |
Share Ownership
Guidelines |
Members of the Board of Directors and
executive officers and other officers who report directly to the Chief Executive
Officer or President are subject to share ownership guidelines.
Directors are required to own Logitech
shares with a market value equal to 3 times the annual Board retainer under
guidelines adopted by the Board in June 2006 and revised in June 2013. Directors
are required to achieve this ownership within five years of joining the Board,
or, in the case of directors serving at the time the guidelines were originally
adopted, within five years of the effective date of adoption of the guidelines.
The guidelines will be adjusted to reflect any capital adjustments, and will
be
re-evaluated by the Board from time to time. As of June 30,
2015, each director had either satisfied these ownership guidelines or had time
remaining to do so.
The Compensation Committee adopted share
ownership guidelines for executive officers and other officers who report
directly to the Chief Executive Officer or President effective September 2008
and revised in September 2013. These guidelines now apply to executive officers
and other officers who report directly to the Chief Executive Officer. These
guidelines require:
● |
the Chief Executive Officer to hold
a number of Logitech shares with a market value equal to 5 times his
annual base salary; |
|
Proxy
Statement |
50 |
● |
the Chief Financial Officer to
hold a number of Logitech shares with a market value equal to 3 time his
annual base salary; |
● |
executive officers, other than
the Chief Executive Officer and Chief Financial Officer, to hold a number
of Logitech shares with a market value equal to 2 times their respective
annual base salaries; and |
● |
remaining officers who report
directly to the Chief Executive Officer to hold a number of Logitech
shares with a market value equal to their respective annual base
salaries. |
Officers subject to the guidelines are
required to achieve the guideline within five years of being appointed to the
position making them subject to the guideline, or, in the case of such officers
serving at the time the guidelines were originally adopted, within five years of
the effective date of adoption of the guidelines. The guidelines will be
adjusted to reflect any capital adjustments, and will be re-evaluated by the Compensation Committee from time
to time. Up to 50% of
the guideline may be met through the net value of vested, unexercised stock
options. If the guideline is not met within five years, the Chief Executive
Officer must hold 100% of his after-tax shares resulting from option exercises
or other equity incentive awards until the guideline is reached, and all other
executive officers and Chief Executive Officer direct reports must hold at least
50% of the net shares resulting from option exercises or other equity incentive
awards until the guideline is reached. In addition, if the guideline is not met,
the officer will have 50% of the after-tax value of any earned bonuses under the
Leadership Team Bonus Program paid in fully vested Logitech shares. This
provision was enforced for two officers in connection with the fiscal year 2014
bonuses. As of June 30, 2015, all of the executive officers and other officers
who report directly to Chief Executive Officer had either satisfied these
ownership guidelines or had time remaining to do so.
51 |
|
|
Proxy Statement |
Certain Relationships and Related Transactions |
Our Policies
It is our policy that all employees must not engage in any activities which could conflict with Logitechs business interests, which could adversely affect its reputation or which could interfere with the
fulfillment of the responsibilities of the employees job, which at all times must be performed in the best interests of Logitech. In addition, Logitech employees may not use their position with Logitech, or Logitechs information or
assets, for their personal gain or for the improper benefit of others. These policies are included in our Business Ethics and Conflict of Interest Policy, which covers our directors,
executive officers and other employees. If in a particular circumstance the Board concludes that there is or may be a perceived conflict of interest, the Board will instruct our Legal department to work with our relevant business units to
determine if there is a conflict of interest. Any waivers to these conflict rules with regard to a director or executive officer require the prior approval of the Board, and any transaction that is a related party transaction under U.S. securities
laws must be approved by the Audit Committee or another independent committee of the Board.
Nasdaq Rules and Swiss Best Corporate Governance Practices |
Nasdaq rules defining independent director status also govern conflict of interest situations, as do Swiss best corporate governance principles published by economiesuisse, a leading Swiss business
organization. As discussed above, the Board of Directors has determined that each of our directors and nominee to be a director, other than Mr. Borel, Mr. Darrell and Mr. De Luca, qualifies as independent in accordance with the Nasdaq
rules. The Nasdaq rules include a series of objective tests that would not allow a director to be considered independent if
the director has or has had certain employment, business or family relationships with the company. The Nasdaq independence definition also includes a requirement that the Board review the relations between each independent director
and the company on a subjective basis. In accordance with that review, the Board has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.
In addition to the Logitech and Nasdaq policies and rules described above, the SEC has specific disclosure requirements covering certain types of transactions involving Logitech and a director or executive officer or
persons and entities affiliated with them. Since April 1, 2014, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed US
$120,000 and in which any current director, director nominee, executive officer, holder of more than 5% of our shares, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest. We have entered into an
indemnification agreement with each of our directors and executive officers. The indemnification agreements require us to indemnify our directors and officers to the fullest extent permitted by Swiss and California law.
None of the following persons has been indebted to Logitech or its subsidiaries at any time since the beginning of fiscal year 2015: any of our directors or executive officers; any nominee for election as a director;
any member of the immediate family of any of our directors, executive officers or nominees for director; any corporation or organization of which any of our directors, executive officers or nominees is an executive officer or partner or is, directly
or indirectly, the beneficial owner of 10% or more of any class of equity securities (except trade debt entered into in the ordinary course of business); and any trust or other estate in which any of the directors, executive officers or nominees for
director has a substantial beneficial interest or for which such person serves as a trustee or in a similar capacity.
|
Proxy
Statement |
52 |
Under Logitechs Articles of
Incorporation, the shareholders elect or re-elect the Companys independent
auditors each year at the Annual General Meeting.
Logitechs independent auditors for fiscal
year 2015 were KPMG AG, Zurich, Switzerland. KPMG AG assumed its first audit
mandate for Logitech in fiscal year 2015. They were elected by the shareholders
as Logitechs auditors at the Annual General Meeting in December 2014. For
purposes of U.S. securities law reporting, KPMG LLP, Santa Clara, California,
served as the Companys independent registered public accounting firm for fiscal
year 2015. Together, KPMG AG and KPMG LLP are referred to as KPMG. As
appointed by the Board, the Audit Committee is responsible for supervising the
performance of the Companys independent auditors, and recommends the election
or replacement of the independent auditors to the Board of Directors.
Representatives of KPMG were invited to
attend all regular meetings of the Audit Committee. During fiscal year 2015,
KPMG representatives attended all of the Audit Committee meetings following the
engagement of KPMG. The Committee met separately two times with representatives
of KPMG in closed sessions of Committee meetings.
On a quarterly basis, KPMG reports on the
findings of their audit and/or review work including their audit of Logitechs
internal control over financial reporting. These reports include their
assessment of critical accounting policies and practices used, alternative
treatments of financial information discussed with management, and other
material written communication between KPMG and management. At each quarterly
Board meeting, the Audit Committee reports to the full Board on the substance of
the Committee meetings during the quarter. On an annual basis, the Audit
Committee approves KPMGs audit plan and evaluates the performance
of KPMG and its senior representatives in
fulfilling its responsibilities. Moreover,
the Audit Committee recommends to the
Board the appointment or replacement of the independent auditors, subject to
shareholder approval. The Audit Committee reviews the annual report provided by
KPMG as to its independence.
Change in Independent
Auditor
As disclosed in a Current Report on Form
8-K filed by the Company on November 13, 2014, PricewaterhouseCoopers S.A. (referred to as “PwC S.A.”) and PricewaterhouseCoopers LLP (referred to as “PwC LLP” and, together with PwC S.A., referred to as “PwC”) declined to
stand for re-election as Logitechs independent auditors and as Logitechs
independent registered public accounting firm, respectively, for the fiscal year
ending March 31, 2015. On November 12, 2014, the Audit Committee of the Board of
Directors (the Audit Committee) of Logitech appointed KPMG LLP as the
Companys independent registered public accounting firm for the fiscal year
ending March 31, 2015 for purposes of U.S. securities law reporting purposes.
Information about
PricewaterhouseCoopers LLP
The reports of PwC on the Companys
financial statements for the fiscal years ended March 31, 2013 and March 31,
2014 did not contain an adverse opinion or a disclaimer of opinion; nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles. In connection with the audits of the Companys financial statements
for the fiscal years ended March 31, 2014 and 2013 and in the subsequent interim
period through November 6, 2014 there were no disagreements (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K) with PwC LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the satisfaction of PwC LLP would
have caused PwC LLP to make reference to the matter in their reports.
|
53 |
|
Proxy
Statement |
There were reportable events (as that
term is defined in Item 304(a)(1)(v) of Regulation S-K) during the fiscal years
ended March 31, 2014 and March 31, 2013 and the subsequent interim period
through November 6, 2014, as follows. On September 2, 2014 (U.S. time), the
Company announced that the Audit Committee concluded that the consolidated
financial statements for the years ended March 31, 2011 and 2012 included in
Logitechs Annual Reports on Form 10-K for the fiscal years ended March 31,
2013, 2012 and 2011 and for the three months ended June 30, 2011 included in
Logitechs Quarterly Report on Form 10-Q for the three months ended June 30,
2011 can no longer be relied on due to an accounting misstatement for inventory
valuation reserves for Logitechs now discontinued Revue product. The restated
fiscal year 2012 consolidated financial statements are included in the Companys
Annual Report on Form 10-K for the fiscal year ended March 31, 2014. In
addition, as previously disclosed in the Companys Annual Report on Form 10-K/A
for the fiscal year ended March 31, 2013, the Companys management concluded
that material weaknesses existed as of March 31, 2013, as follows:
● |
The Company did not design and
maintain effective controls over the review of supporting information to
determine the completeness and accuracy of the consolidated statement of
cash flows, the consolidated statement of comprehensive income (loss) and
disclosures in the notes to the consolidated financial statements;
and |
|
|
● |
The Company did not maintain
effective controls related to developing an appropriate methodology to
accrue the costs of product warranties given to end customers, including
an on-going review of the assumptions within the methodology to determine
the completeness and accuracy of the warranty
accrual. |
In addition to these material weaknesses,
which continued to exist as of March 31, 2014, as a result of the Audit
Committees investigation and the restatement of the Companys financial
statements the Companys management concluded that two additional material
weaknesses existed as of March 31, 2014, including:
● |
The Company did not maintain an
effective control environment as former finance management exercised bad
judgment and failed to provide effective oversight, which resulted in
ineffective information and communication, whereby certain of the
Companys finance personnel did not adequately document and communicate
accounting issues across the organization, including to our independent
registered public accounting firm. Additionally, there was an insufficient
complement of personnel with appropriate accounting knowledge, experience
and competence, resulting in incorrect conclusions in the application of
generally accepted accounting principles; and |
|
|
● |
The Company did not design and
maintain effective controls to consider all relevant information and
document the underlying assumptions in our assessment of the valuation of
finished goods, work in process and components inventory, including
non-cancelable orders for such inventory, related to our now discontinued
Revue product. |
These material weaknesses, as well as the
Companys plans to remediate them, are set forth
in Item 9A of the Companys Annual Report on Form 10-K/A for the fiscal year
ended March 31, 2013 and in Item 9A of the Companys Annual Report on Form 10-K
for the fiscal year ended March 31, 2014. Accordingly, the reports of PwC LLP on
the Companys internal control over financial reporting as of March 31, 2013 and
as of March 31, 2014 as well as managements
reports as of the same date,
|
Proxy
Statement |
54 |
which were included in the Companys Annual Reports
on Form 10-K for Fiscal Years 2013 and 2014, respectively, contained qualified
opinions thereon. The material weaknesses in the Companys internal control over
financial reporting that the Company disclosed in its Annual Report on Form 10-K
for Fiscal Year 2014 continued to exist during the subsequent interim period
through November 6, 2014.
The Audit Committee discussed the subject
matter of the reportable events with PwC. Other than as disclosed above, there
were no reportable events during the fiscal years ended March 31, 2014 and 2013
and through the subsequent interim period through November 6, 2014.
Logitech provided PwC with a copy of the
disclosure set forth in this section, which disclosure was set forth in the
Current Report on Form 8-K filed by the Company on November 13, 2014. PwC
furnished Logitech with a letter addressed to the Securities and Exchange
Commission stating their agreement with such disclosure. A copy of the letter
was filed as Exhibit 16.1 to such Current Report on Form 8-K.
Information about KPMG
LLP
On November 12, 2014, the Audit Committee
appointed KPMG LLP to serve as its new independent registered public accounting
firm to audit the Companys financial
statements for the fiscal year ending March 31, 2015. KPMG LLPs engagement to
serve as the Companys new independent registered public accounting firm became
effective on November 13, 2014.
During the Companys two most recent
fiscal years ended March 31, 2014 and 2013 and prior to engaging KPMG, neither
the Company nor anyone on its behalf consulted KPMG regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Companys financial statements, in connection with which either a written
report or oral advice was provided to the Company that KPMG concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
the subject of a disagreement or reportable event as defined in Regulation S-K,
Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.
The Company authorized PwC to respond
fully and without limitation to all requests of KPMG concerning all matters
related to the audited periods by PwC, including with respect to the subject
matter of the reportable events summarized above.
The following table sets forth the
aggregate fees billed to us for the audit and other services provided by KPMG
during the fiscal year ended March 31, 2015 (in thousands):
|
2015 |
Audit fees(1) |
$2,596 |
(1) |
Audit fees. This
category represent fees for professional services provided in connection
with the audit of our financial statements, the audit of our internal
control over financial reporting, and review of our quarterly financial
statements and audit services provided in connection with other statutory
or regulatory filings. |
|
|
55 |
|
Proxy
Statement |
Pre-Approval Procedures and Policies
The Audit Committee pre-approves all audit and non-audit services provided by KPMG. This pre-approval must occur before the auditor is engaged. The Audit Committee pre-approves categories of non-audit services and a target fee associated with each category. Usage of KPMG fees against the target is presented to the Audit Committee at each in-person quarterly meeting, with additional amounts requested as needed. Services that last longer than a year must be re-approved by the Audit Committee.
The Audit Committee can delegate the pre-approval ability to a single independent member of the Audit Committee. The delegate must communicate all services approved at the next scheduled Audit Committee meeting. The Audit Committee or its delegate can pre-approve types of services to be performed by KPMG with a set dollar limit per type of service. The Vice President, Corporate Controller is responsible for ensuring that the work performed is within the scope and dollar limit as approved by the Audit Committee. Management must report to the Audit Committee the status of each project or service provided by KPMG.
|
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Statement |
56 |
Report of the Audit Committee |
The Audit Committee is responsible for
overseeing Logitechs accounting and financial reporting processes and audits of
Logitechs financial statements. The Audit Committee acts only in an oversight
capacity and relies on the work and assurances of management, which has primary
responsibility for Logitechs financial statements and reports, Logitechs
internal auditors, as well as KPMG, Logitechs independent auditors, which is
responsible for expressing an opinion on the conformity of Logitechs audited
financial statements to generally accepted accounting principles and attesting
to the effectiveness of Logitechs internal control over financial
reporting.
The Board of Directors has adopted a
written charter for the Audit Committee. A copy of the Charter can be found on
our website at http://ir.logitech.com. To view the
charter, select Audit Committee Charter under Corporate Governance.
The Audit Committee has reviewed and
discussed our audited financial statements for the fiscal year ended March 31,
2015, with our management. In addition, the Audit Committee has discussed with
the independent auditors the matters required to be discussed by Auditing
Standard No. 16 as adopted by the Public Company Accounting Oversight
Board.
The Audit Committee has received the
written disclosures and the letter from the independent accountant required by
applicable requirements of the Public Company Accounting Oversight Board
regarding the independent accountants communications with the Audit Committee
concerning independence, and has discussed with the independent accountant the
independent accountants independence.
Based on the reviews and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the audited consolidated financial statements be included in Logitechs
Annual Report on Form 10-K for the fiscal year ended March 31, 2015.
Submitted by the Audit Committee of the
Board
Didier Hirsch, Chairperson
Matthew
Bousquette
Kee-Lock Chua
Sally Davis
Monika Ribar
|
57 |
|
Proxy
Statement |
Section 16(a) Beneficial Ownership Reporting Compliance |
Section 16 of the Exchange Act requires
Logitechs directors, executive officers and any persons who own more than 10%
of Logitechs shares, to file initial reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC regulation
to furnish Logitech with copies of all Section 16(a) forms that they file. As a
matter of practice, our administrative staff assists our executive officers and
directors in preparing initial ownership reports and reporting ownership
changes, and typically files these reports on their behalf.
We believe that all Section 16(a) filing
requirements were met in fiscal year 2015, with the exceptions noted
below:
● |
A late Form 4 report was filed for
L. Joseph Sullivan on May 22, 2014 to report the grant of restricted stock
units on May 14, 2014. |
|
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Statement |
58 |
Compensation Report for Fiscal Year
2015 |
This Compensation Report has been designed
to comply with both the proxy statement rules under U.S. securities laws and
Swiss regulations. This Report is an integrated part of our Annual Report,
Invitation, and Proxy Statement for our 2015 Annual General Meeting.
Compensation Discussion and
Analysis
This Compensation Discussion and Analysis
is intended to assist our shareholders in understanding our executive
compensation program by providing an overview of our executive
compensation-related policies, practices, and decisions for fiscal year 2015. It
also explains how we determined the material elements of compensation for our
Chief Executive Officer, our Chief Financial Officer, and the three executive
officers (other than our Chief Executive Officer and Chief Financial Officer)
who were our most highly-compensated executive officers for fiscal year 2015,
and who we refer to as our Named Executive
Officers. For fiscal
year 2015, our Named Executive Officers were:
● |
Guerrino De Luca, our Executive
Chairman; |
|
|
● |
Bracken Darrell, our President and
Chief Executive Officer; |
|
|
● |
Vincent Pilette, our Chief Financial
Officer; |
|
|
● |
Marcel Stolk, our Senior Vice
President, CCP Business Group; and |
|
|
● |
L. Joseph Sullivan, our Senior
Vice President, Worldwide Operations. |
The Compensation Committee believes the
design of our executive compensation programs has and will continue to meet our
goal of providing our executives with market-competitive compensation packages
that provide for above market rewards when Logitech outperforms both our
internal goals and the overall market, and limited rewards when Logitechs
performance does not meet these objectives. Overall, our Compensation Committee
has developed executive compensation programs that it believes will provide an
incentive to drive the Companys performance and reward both our shareholders
and our executives.
Business Highlights
During fiscal year 2015, Logitech had
strong performance and good momentum in spite of currency headwinds. Excluding
the non-cash goodwill impairment with respect to our video conferencing segment,
we had the best operating income and earnings per share results since fiscal
year 2008. Our performance reflected the many changes made to improve company
sales with a significant increase in revenue in our growth category businesses
while rigorously managing operating expenses to improve profitability. Please
see the section entitled Managements
Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report for a more
detailed discussion of our fiscal year 2015 financial results.
|
59 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
Executive Compensation Highlights
Consistent with our strong performance and
compensation philosophy, the Compensation Committee took the following
compensation actions for our executive officers for fiscal year 2015:
Named Executive Officer |
|
FY 2015 Base
Salary Increase from FY 2014 |
|
FY 2015 Annual Bonus as
a Percentage of Target Bonus |
|
FY 2015
Annual Time-Based Restricted Stock Units Award (# of
shares) |
|
FY 2015
Annual Performance- Based Restricted Stock Units Award (# of
shares at target) |
Guerrino De Luca |
|
0 |
% |
|
113 |
% |
|
13,072 |
|
|
19,608 |
|
Bracken Darrell |
|
10 |
% |
|
113 |
% |
|
134,840 |
|
|
202,260 |
|
Vincent Pilette |
|
0 |
% |
|
140 |
% |
|
110,210 |
|
|
110,210 |
|
Marcel Stolk |
|
2 |
% |
|
121 |
% |
|
25,358 |
|
|
38,037 |
|
L.
Joseph Sullivan |
|
3 |
% |
|
113 |
% |
|
17,090 |
|
|
25,635 |
|
Emphasis on Variable and
Performance-Based Compensation
The annual compensation of our executive
officers varies from year to year based on our corporate financial and
operational results and individual performance. Our executive compensation
program emphasizes variable performance-based pay over fixed pay and seeks
to balance short-term and long-term incentives as well as performance-based and
time-based incentives. In fiscal year 2015, the majority of the target total
direct compensation of our CEO consisted of performance-based pay, including
cash awarded under our annual
bonus plan and long-term incentives in the form of equity awards
for which value is variable. Fixed pay, primarily consisting of base salary,
made up only 13% of our CEOs target total direct compensation in fiscal year
2015, while performance-based pay, consisting of both annual bonus and long-term
equity incentives, made up 87% of his target total direct compensation. This
same philosophy was applied to our other executive officers. The following
charts show the percentages of target variable pay versus target fixed pay for
fiscal year 2015:
|
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Statement |
60 |
Compensation Report for Fiscal Year 2015 |
Executive Compensation Best
Practices
We strive to maintain sound executive
compensation policies and practices, including compensation-related corporate
governance standards, consistent with our executive compensation philosophy. We
have the following executive compensation policies and practices in place,
including both those that we have implemented to drive performance and policies
and practices that either prohibit or minimize behaviors that we do not believe
serve our shareholders long-term interests:
What We Do
✓ |
Compensation Committee
Independence Our Board of
Directors maintains a Compensation Committee comprised solely of
independent directors. |
|
|
✓ |
Compensation Committee
Advisor Independence The
Compensation Committee engages and retains its own advisors. During fiscal
year 2015, the Compensation Committee engaged Radford, an Aon Hewitt
company, Compensia, Inc. and Agnès Blust Consulting to assist with its
responsibilities. |
|
|
✓ |
Annual Compensation Review
The Compensation Committee conducts
an annual review of our executive compensation philosophy and strategy,
including a review of the compensation peer group used for comparative
purposes. |
|
|
✓ |
Compensation-Related Risk
Assessment The Compensation
Committee conducts an annual evaluation of our compensation programs,
policies, and practices, which are designed to ensure that they reflect an
appropriate level of risk-taking but do not encourage our employees to
take excessive or unnecessary risks that could have a material adverse
impact on the Company. |
|
|
✓ |
Emphasize Performance-based
Incentive Compensation The
Compensation Committee designs our executive compensation program to use performance-based short-term
and long- |
|
term incentive compensation awards to align the interests of our
executive officers with the interests of our shareholders.
|
|
|
✓ |
Emphasize Long-Term Equity
Compensation The Compensation
Committee uses equity awards to deliver long-term incentive compensation
opportunities to our executive officers. These equity awards vest or may
be earned over multi-year periods, which better serves our long-term value
creation goals and retention objectives. |
|
|
✓ |
Limited Executive Perquisites
We do not provide perquisites or
other personal benefits to our executive officers. The executive officers
participate in our health and welfare benefit programs on the same basis
as all of our employees. |
|
|
✓ |
Stock Ownership Policy
We maintain a stock ownership
policy for our directors and executive officers which requires each of
them to own a specified amount of our registered shares as a multiple of
their salary or annual board retainer. |
|
|
✓ |
Compensation Recovery Policy
We have adopted a policy that
provides for the recoupment of bonus and other incentive compensation and
equity compensation from our executive officers resulting from fraud or
intentional misconduct of an executive officer or if the executive officer
knew of the fraud or misconduct. |
|
|
✓ |
Double-Trigger Change of
Control Arrangements The
post-employment compensation arrangements for our executive officers are
based on a double-trigger arrangement that provides for the receipt of
payments and benefits only in the event of (i) a change in control of the
Company and (ii) a qualifying termination of employment. To comply with
the Ordinance against excessive compensation in stock exchange listed
companies in Switzerland (the Minder Ordinance) by the end of calendar
year 2015, we will be terminating |
|
61 |
|
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Statement |
Compensation Report for Fiscal Year 2015 |
|
such arrangements
for executive officers that are members of our Group Management Team (Messrs.
Darrell, Pilette, Stolk and Sullivan). |
|
|
✓ |
Reasonable Change of Control
Arrangements
The post-employment compensation
arrangements for our executive officers provide for amounts and multiples
that we believe are within reasonable market norms. |
|
|
✓ |
Prohibition on Hedging and
Pledging Under our Insider
Trading Policy, we prohibit our executive officers from hedging any
Company securities and from pledging any Company securities as collateral
for a loan. |
|
|
✓ |
Succession Planning
Our Board of Directors reviews on
an annual basis our succession strategies and plans for our most critical
positions. |
What We Do Not Do
× |
Retirement Programs Other
than our Section 401(k) plan and our Swiss
Pension plan generally available to all employees in the U.S. and
Switzerland respectively, we do not offer defined benefit or contribution
retirement plans or arrangements for our executive
officers. |
|
|
× |
No Tax Gross-Ups or Payments We do not provide any gross-ups or tax payments in connection
with any compensation element or any excise tax gross-up or tax
reimbursement in connection with any change in control payments or
benefits. |
|
|
× |
No Unearned Dividends We
do not pay dividends or dividend equivalents on unvested or unearned
restricted stock unit or performance-based restricted stock unit awards.
|
× |
No Stock Option Repricing We do not reprice options to purchase our registered shares without
stockholder approval. |
Say-on-Pay
Logitech has been a leader in providing
our shareholders with an opportunity for advisory votes on compensation.
Beginning in 2009, Logitech voluntarily submitted its compensation philosophy,
policies, and procedures to a shareholder advisory vote. Our voluntary practice
is now a requirement under U.S. legislation that provides shareholders the
ability to periodically cast advisory votes on executive compensation, and is
reflected in the proposals for our 2015 Annual General Meeting. We remain
committed to providing clear and thorough disclosure on our executive
compensation practices and actions, and our Compensation Committee will
carefully consider the voting results.
Beginning this year, in compliance with
the Minder Ordinance, we are also instituting binding shareholder votes on the
aggregate compensation amounts for our directors and for members of our Group
Management Team consistent with the compensation structure that shareholders
approved in amendments to our Articles of Incorporation at our 2014 Annual
General Meeting.
At our 2014 Annual General Meeting, more
than 81% of the votes cast on our annual Say-on-Pay proposal supported our named
executive officer compensation program. The Compensation Committee was mindful
of shareholder support for our pay-for-performance compensation philosophy in
maintaining our general compensation practices and setting fiscal year 2015
compensation for our executive officers. For more information regarding our
annual Say-on-Pay proposal for fiscal year 2015, see Proposal 2 Advisory vote to approve executive
compensation.
|
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Compensation Report for Fiscal Year 2015 |
Compensation Philosophy and Guiding
Principles
We have designed our executive
compensation program 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 Companys performance, while maintaining
controls over inappropriate risk-taking by factoring in both annual and
long-term performance; |
|
|
● |
Provide a balance between short-term
and long-term objectives and results; |
|
|
● |
Align executive compensation with
shareholders interests by tying a significant portion of compensation to
increasing share value; and |
|
|
● |
Reflect the executives role and
past performance through base salary and short-term cash incentives, and
his or her potential for future contribution through long-term equity
incentive awards. |
However, while compensation is a central
part of attracting, retaining, and motivating the best executives and employees,
we believe it is not the sole or exclusive
reason why
exceptional executives or employees choose to join and stay at Logitech, or why
they work hard to achieve results for our shareholders. In this regard, both the
Compensation Committee and management believe that providing a working
environment and opportunities in which executives and employees can develop,
express their individual potential, and make a difference are also a key part of
Logitechs success in attracting, motivating, and retaining executives and
employees.
The Compensation Committee periodically
reviews and analyzes market trends and the prevalence of various compensation
delivery vehicles and adjusts the design and operation of our executive
compensation program from time to time as it deems necessary and appropriate. In
designing and implementing the various elements of our executive compensation
program, the Compensation Committee considers market and industry practices, as
well as our compensation structures tax efficiency and its impact on our
financial condition. While the Compensation Committee considers all of these
factors in its deliberations, it places no formal weighting on any one
factor.
The Compensation Committee evaluates our
compensation philosophy and program objectives as circumstances require. At a
minimum, we expect the Compensation Committee to review executive compensation
annually.
Compensation-Setting Process |
Role of the Compensation
Committee
The Compensation Committee, among its
other responsibilities, establishes our overall compensation philosophy and
reviews and approves our executive compensation program, including the specific
compensation of our executive officers. The Compensation Committee has the
authority to
retain special counsel and other advisors, including compensation
consultants, to assist in carrying out its responsibilities. The Compensation
Committees authority, duties, and responsibilities are described in its
charter, which is reviewed annually and updated as warranted. The charter is
available on our Company website at ir.logitech.com.
|
63 |
|
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Compensation Report for Fiscal Year 2015 |
While the Compensation Committee
determines our overall compensation philosophy and approves the compensation of
our executive officers, it relies on its compensation consultants and legal
counsel, as well as our CEO, our CFO, our Vice President of People &
Culture, and our compensation department to formulate recommendations with
respect to specific compensation actions. The Compensation Committee makes all
final decisions regarding executive compensation, including base salary levels,
target annual cash bonus opportunities, actual cash bonus payments, and
long-term incentives in the form of equity awards. The Compensation Committee
meets on a regularly-scheduled basis and at other times as needed. The
Compensation Committee periodically reviews compensation matters with our Board
of Directors. The chair of the Compensation Committee reports to the Board of
Directors on the activities of the Compensation Committee at quarterly board
meeting and the minutes of the Compensation Committee meetings are available to
the members of the Board of Directors.
At the beginning of each year, the
Compensation Committee reviews our executive compensation program to assess
whether our compensation elements, actions, and decisions (i) are properly
coordinated, (ii) are aligned with our vision, mission, values, and corporate
goals, (iii) provide appropriate short-term and long-term incentives for our
executive officers, (iv) achieve their intended purposes, and (v) are
competitive with the compensation of executives in comparable positions at the
companies with which we compete for executive talent. Following this assessment,
the Compensation Committee makes any necessary or appropriate modifications to
our existing plans and arrangements or adopts new plans or arrangements.
The Compensation Committee also conducts
an annual review of our executive compensation strategy to ensure that it is
appropriately aligned with our business strategy and achieving our desired
objectives. Further,
the Compensation Committee reviews market trends and
changes in competitive compensation practices, as further described below.
The factors considered by the Compensation
Committee in determining the compensation of our executive officers for fiscal
year 2015 included:
● |
Each individual executives
performance; |
|
|
● |
Each individual executives skills,
experience, qualifications and marketability; |
|
|
● |
The Companys performance against
financial goals and objectives; |
|
|
● |
The Companys performance relative
to both industry competitors and its compensation peer
group; |
|
|
● |
The positioning of the amount of
each executives compensation in a ranking of peer
compensation; |
|
|
● |
The compensation practices of the
Companys peer group; and |
|
|
● |
The recommendations of our CEO
(except with respect to his own compensation and the compensation of our
Executive Chairman) as described below. |
The Compensation Committee did not weight
these factors in any predetermined or formulaic manner in making its decisions.
The members of the Compensation Committee considered this information in light
of their individual experience, knowledge of the Company, knowledge of each
executive officer, knowledge of the competitive market, and business judgment in
making their decisions regarding executive compensation and our executive
compensation program.
As part of this process, our Executive
Chairman works closely with the Compensation Committee in determining the
compensation of our CEO. The Compensation Committee, in consultation with the
non-employee members of the Board of Directors, also evaluates the performance
of our Executive Chairman and our
|
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64 |
Compensation Report for Fiscal Year 2015 |
CEO each year and makes all decisions
regarding their base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments,
and long-term incentives in the form of equity awards. Our Executive Chairman
and our CEO are not present during any of the deliberations regarding their
compensation.
Role of our CEO
Our CEO works closely with the
Compensation Committee in determining the compensation of our other executive
officers, excluding our Executive Chairman. Typically, our CEO works with the
Compensation Committee to recommend the structure of the annual bonus plan, and
to identify and develop corporate performance objectives for such plan, and to
evaluate actual performance against the selected measures.
At the beginning of each year, our CEO
reviews the prior years performance of our executive officers who report to him
and then makes recommendations to the Compensation Committee for each element of
compensation. Using his evaluation of each executive officers performance and
taking into consideration historical compensation awards to our executive
officers and our corporate performance during the preceding year, these
recommendations cover base salary adjustments, target annual cash bonus
opportunities, actual bonus payments, and long-term incentives in the form of
equity awards for each of our executive officers (other than himself and our
Executive Chairman) based on our results, the individual executive officers
contribution to these results, and his or her performance toward achieving his
or her individual performance goals. The Compensation Committee then reviews
these recommendations and makes decisions as to the target total direct
compensation of each executive officer, as well as each individual compensation
element.
While the Compensation Committee considers
our CEOs recommendations, as well as the competitive market analysis prepared
by its compensation consultant, these
recommendations and market data serve as only two of several factors in making
its decisions with respect to the compensation of our executive officers.
Ultimately, the Compensation Committee applies
its own business judgment and experience to determine the individual
compensation elements and amount of each element for our executive officers.
Moreover, no executive officer participates in the determination of the amounts
or elements of his or her own compensation.
Role of Compensation
Consultants
Pursuant to its charter, the Compensation
Committee has the authority to engage its own legal counsel and other advisors,
including compensation consultants, as it determines in its sole discretion, to
assist in carrying out its responsibilities. The Compensation Committee makes
all determinations regarding the engagement, fees, and services of these
advisors, and any such advisor reports directly to the Compensation Committee.
The Compensation Committee may replace its compensation consultant or hire
additional advisors at any time.
In fiscal year 2015, pursuant to this
authority, the Compensation Committee engaged national compensation consulting
firms Radford for the majority of fiscal year 2015 and Compensia, Inc., in
December 2014. The Compensation Committee also engaged Swiss compensation
consulting firm Agnès Blust Consulting in September 2014. The Compensation
Committee engages compensation consultants to provide information, analysis, and
other assistance relating to our executive compensation program on an ongoing
basis. The nature and scope of the services provided to the Compensation
Committee by the independent compensation consultants in fiscal year 2015 were
as follows:
● |
reviewed and recommended updates to
the compensation peer group; |
|
|
● |
provided advice with respect to
compensation best practices and market trends for executive officers and
members of our Board of Directors; |
|
65 |
|
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Statement |
Compensation Report for Fiscal Year 2015 |
● |
conducted an analysis of the levels
of overall compensation and each element of compensation for of our
executive officers; |
|
|
● |
conducted an analysis of the levels
of overall compensation and each element of compensation for the members
of our Board of Directors; and |
|
|
● |
provided legislative updates and ad
hoc advice and support throughout the year.
|
The independent compensation consultants
attend Compensation Committee meetings as requested and also communicate with
the Compensation Committee outside of meetings. The compensation consultants
report to the Compensation Committee rather than to management, although the
compensation consultants typically meet with members of management, including
our CEO and members of our executive compensation staff, for purposes of
gathering information on proposals that management may make to the Compensation
Committee.
The Compensation Committee has assessed
the independence of the compensation consultants taking into account, among
other things, the six independence related factors as set forth in Exchange Act
Rule 10C-1 issued by the SEC under the Dodd-Frank Act and the enhanced
independence standards and factors set forth in the applicable listing standards
of the Nasdaq Stock Market, and has concluded that its relationship with each
independent compensation consultant and the work of each of them on behalf of
the Compensation Committee has not raised any conflict of interest.
Logitech paid fees of less than $200,000 to various divisions and subsidiaries of Aon Corporation for services not
related to executive compensation
consulting services. The majority of these
additional services consisted of activities Radford or Aon Hewitt have provided
to Logitech for several years, and include the purchase of Radfords industry
compensation surveys, the accounting valuations of equity grants, and the
calculation of PSU grant performance. Compensia and Agnès Blust Consulting have
not provided any other services to us and have received no compensation other
than with respect to the services described above.
Compensation Peer Group
As part of its deliberations, the
Compensation Committee considers competitive market data on executive
compensation levels and practices and a related analysis of such data. This data
is drawn from a select group of peer companies developed by the Compensation
Committee, as well as compensation survey data.
Fiscal Year 2015 Compensation Peer
Group
For fiscal year 2015, the Compensation
Committee directed its compensation consultant to formulate a group of peer
companies to be used as a reference for market positioning and for assessing
competitive market practices. The compensation consultant undertook a detailed
review of the pool of U.S.-based publicly-traded companies, taking into
consideration involvement in the PC-based consumer electronics industry,
revenues approximately equal to Logitechs and a presence near Silicon Valley in
the San Francisco Bay Area. Although we are a Swiss company, we primarily
compete for executive management talent with technology companies in the United
States, and particularly in the high-technology area of Silicon Valley.
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Following this review, the Compensation
Committee approved the following peer group to consist of 15 publicly-traded
companies for fiscal year 2015:
|
Adobe Systems Incorporated |
|
Intuit, Inc. |
|
Plantronics, Inc. |
|
Autodesk, Inc. |
|
Lexmark International, Inc. |
|
Polycom, Inc. |
|
Brocade Communications Systems, Inc. |
|
NETGEAR, Inc. |
|
SanDisk Corporation |
|
Electronic Arts, Inc. |
|
Nuance Communications, Inc. |
|
Trimble Navigation Limited |
|
Garmin Ltd. |
|
NVIDIA Corporation |
|
VeriFone Systems, Inc. |
Following is the peer group financial data
as reflected at the time the fiscal year 2015 executive compensation review was
performed:
(in
millions) |
|
Revenues |
|
Market Capitalization |
75th Percentile |
|
$3,933.9 |
|
|
$10,601.4 |
|
50th Percentile |
|
2,287.0 |
|
|
8,245.8 |
|
25th Percentile |
|
1,804.1 |
|
|
2,790.3 |
|
Logitech |
|
2,093.5 |
|
|
2,520.1 |
|
Percentile Rank |
|
33% |
|
|
22% |
|
Revenue reflects most recently
available four quarters as of March 2014 and market capitalization as of
February 7, 2014, as provided by Radford.
This compensation peer group was used by
the Compensation Committee in connection with its annual review of our executive
compensation program in fiscal year 2015. Specifically, the Compensation
Committee reviewed the compensation data drawn from the compensation peer group,
in combination with industry-specific compensation survey data, to develop a
subjective representation of the competitive market
with respect to current
executive compensation levels and related policies and practices.
The Compensation Committee then evaluated how our pay practices and the
compensation levels of our executive officers compared to the competitive
market. As part of this evaluation, the Compensation Committee also reviewed the
performance measures and performance goals generally used within the competitive
market to reward performance.
Fiscal Year 2016 Compensation Peer
Group
In fiscal year 2015, looking forward to
fiscal year 2016, the compensation consultant evaluated the existing
compensation peer group and used the criteria set forth in the following table
to objectively identify companies for inclusion in our compensation peer group
for fiscal year 2016:
Criteria |
|
Rationale |
Industry |
|
We compete for talent with
companies in the following industries:
●Technology
●Consumer Products |
Financial Scope |
|
Our Named Executive Officer
compensation should be similar to senior managers at companies that have
comparable financial characteristics including revenues and market
capitalization |
Other Factors |
|
As appropriate, utilize additional
refinement criteria (objective or subjective) such as revenue growth,
profitability, valuation, headcount, business
model |
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Based on these criteria, the Compensation
Committee selected the following peer group of 16 publicly-traded companies,
which the Compensation Committee subsequently approved and considered when
making compensation decisions toward the end of fiscal year 2015 and with
respect to setting compensation for fiscal year 2016:
|
Belden Inc. |
|
JDS
Uniphase |
|
Polycom, Inc. |
|
Brocade Communications Systems, Inc. |
|
Knowles Corporation |
|
Synaptics Inc. |
|
Diebold, Incorporated |
|
Lexmark International, Inc. |
|
Trimble Navigation Limited |
|
Garmin Ltd. |
|
NETGEAR, Inc. |
|
VeriFone Systems, Inc. |
|
GoPro, Inc. |
|
Plantronics, Inc. |
|
Zebra Technologies Corporation |
|
Hasbro, Inc. |
|
|
|
|
Following is the fiscal 2016 peer group
financial data as of March 2015:
(in
millions) |
|
Revenues |
|
Market Capitalization |
75th Percentile |
|
$2,514 |
|
|
$5,288 |
|
50th Percentile |
|
1,804 |
|
|
3,384 |
|
25th Percentile |
|
1,325 |
|
|
2,166 |
|
Logitech |
|
2,137 |
|
|
2,423 |
|
Percentile Rank |
|
58% |
|
|
30% |
|
Revenue reflects most recently
available four quarters as of March 3, 2015 and 30-day average market
capitalization as of March 3, 2015, as provided by Compensia.
The Compensation Committee believes that
information regarding the compensation practices at other companies is useful in
at least two respects. First, the Compensation Committee recognizes that our
compensation policies and practices must be competitive in the marketplace.
Second, this information is useful in assessing the
reasonableness and appropriateness of
individual executive compensation elements and of our overall executive
compensation packages. This information is only one of several factors that the
Compensation Committee considers, however, in making its decisions with respect
to the compensation of our executive officers.
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Compensation Elements
The three primary elements of our
executive compensation programs are: (1) base salary, (2) annual cash bonus
opportunities, and (3) long-term incentives in the form of equity awards, as
described below:
Compensation Element |
|
What This Element Rewards |
|
Purpose and Key Features
of Element |
Base salary |
|
●Individual performance, level of experience, expected future
performance and contributions. |
|
●Provides competitive level of fixed compensation determined by the
market value of the position, with actual base salaries established based
on the facts and circumstances of each executive officer and each
individual position. |
Annual cash bonuses |
|
●Achievement of pre-established corporate performance objectives
(for fiscal year 2015, focused on growing revenue and profitability), as
well as management objectives and individual
contributions. |
|
●Motivates executive officers to achieve above target
performance
●Generally, performance levels are established to incentivize our
executive officers to achieve or exceed performance objectives. For fiscal
year 2015, payouts for corporate performance objectives could range from
0% to 200%, depending on actual
achievement. |
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Compensation Element |
|
What This Element Rewards |
|
Purpose and Key Features
of Element |
Long-term incentives/ equity
awards |
|
●Achievement of corporate performance objectives designed to enhance
long-term shareholder value and attract, retain, motivate, and reward
executive officers over extended periods for achieving important corporate
objectives. |
|
●Provide a variable at risk pay opportunity that aligns executive
and shareholder interests through annual equity awards that vest over
multiple years.
●Because the ultimate value of these equity awards is directly
related to the market price of our registered shares, and the awards are
only earned over an extended period of time subject to vesting, they serve
to focus management on the creation and maintenance of long-term
shareholder value.
●Performance-based equity links compensation to key financial
metrics, such as growth and profitability, that requires strong
performance for target or any substantial vesting to occur, and provides
an extraordinary payout if performance significantly exceeds that of the
objective or the benchmark group.
●Vesting requirements promote
retention. |
Our executive officers also participate in
the standard employee benefit plans available to most of our employees. In
addition, during fiscal year 2015, our executive officers were eligible for
post-employment (severance or change in control or both) payments and benefits
under certain circumstances. Each of these compensation elements is discussed in
greater detail below, including a description of the particular elements and how
each element fits into our overall executive compensation and a discussion of
the amounts of compensation paid to our executive officers in fiscal year 2015
under each of these elements.
Base Salary
We believe that a competitive base salary
is a necessary element of our executive compensation program, so that we can
attract and retain a stable management team. Base salaries for our executive
officers are also intended to be competitive with those received by other
individuals in similar positions at the companies with which we compete for
talent, as well as equitable across the executive team.
Generally, we establish the initial base
salaries of our executive officers through arms-length negotiation at the time
we hire the individual executive officer, taking into
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account his or her position, qualifications, experience,
prior salary level, competitive and market considerations, and the base salaries
of our other executive officers.
Thereafter, the Compensation Committee
reviews the base salaries of our executive officers annually and makes
adjustments to base salaries as it determines to be necessary or appropriate.
In fiscal year 2015, the Compensation
Committee reviewed the base salaries of our executive officers, taking into
consideration a competitive market analysis performed by the then current
compensation consultant, the scope of each executive officers role, and the
recommendations of our CEO (except with respect to his own
base salary and the base salary of our Executive Chairman), as well as the other
factors described above. Following this review, the Compensation Committee set
the base salaries of our executive officers at levels that it believed were
appropriate to maintain their competitiveness. In review of Mr. Darrells
compensation, the Compensation Committee decided to provide a base salary
increase to Mr. Darrell to bring his target cash compensation in line with the
CEOs in our compensation peer group. The base salaries of our executive officers
for fiscal year 2015 were as follows:
Named Executive Officer |
|
Fiscal Year 2015 Base
Salary |
|
Fiscal Year 2014 Base
Salary |
|
Percentage Adjustment |
Guerrino De Luca |
|
$500,000 |
|
|
$500,000 |
|
|
0 |
% |
Bracken Darrell |
|
$825,000 |
|
|
$750,000 |
|
|
10 |
% |
Vincent Pilette |
|
$500,000 |
|
|
$500,000 |
|
|
0 |
% |
Marcel Stolk |
|
CHF 523,510 |
|
|
CHF 513,000 |
|
|
2 |
% |
L.
Joseph Sullivan |
|
$427,500 |
|
|
$415,000 |
|
|
3 |
% |
The base salaries of our executive
officers during fiscal year 2015 are set forth in the 2015 Summary Compensation
Table below.
Annual Cash Bonuses
We use annual bonuses to motivate our
executive officers to achieve our short-term financial and operational
objectives while making progress towards our longer-term growth and other goals.
Consistent with our executive compensation philosophy, these annual bonuses are
intended to help us to deliver a competitive total compensation opportunity to
our executive officers. Annual cash bonuses are entirely performance-based, are
not guaranteed, and may vary materially from year-to-year.
Typically, the Compensation Committee
establishes cash bonus opportunities pursuant to a formal cash bonus plan that
measures and rewards our executive officers
for our
actual corporate and their individual performance over our fiscal year. The cash
bonus plan is designed to pay above-target bonuses when we exceed our annual
corporate objectives and below-target bonuses or no bonus when we do not achieve
these objectives.
In fiscal year 2015, the Compensation
Committee determined cash bonus opportunities for our executive officers
pursuant to the cash bonus plan for fiscal year 2015 under the Logitech
Management Performance Bonus Plan (the Bonus Plan). Under the Bonus Plan, the
Compensation Committee had the authority to select the performance measures and
related target levels applicable to the annual cash bonus opportunities for our
executive officers.
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Target Bonus
Opportunities
For fiscal year 2015, the target annual
cash bonus opportunities for each of our executive officers under the Bonus
Plan, expressed as a percentage of his or her annual base salary, were as
follows:
Named Executive Officer |
|
Annual
Base Salary |
|
Target
Bonus Opportunity (as a percentage of base salary) |
|
Target Bonus Opportunity
($) |
Guerrino De Luca |
|
$500,000 |
|
|
100 |
% |
|
$500,000 |
|
Bracken Darrell |
|
$825,000 |
|
|
125 |
% |
|
$1,031,250 |
|
Vincent Pilette |
|
$500,000 |
|
|
80 |
% |
|
$400,000 |
|
Marcel Stolk |
|
CHF 523,510 |
|
|
80 |
% |
|
CHF 418,808 |
|
L.
Joseph Sullivan |
|
$427,500 |
|
|
75 |
% |
|
$320,625 |
|
In setting the amount of the target
incentive, the Compensation Committee takes into account competitive market data
and the individuals role and contribution to performance. In review of Mr.
Darrells compensation, the Compensation Committee decided to increase his bonus
target opportunity for fiscal year 2015 from 100% to 125% of base salary to
bring his target cash compensation in line with the CEOs in our compensation
peer group. No changes were made to target bonus opportunities for the rest of
the executive officers for fiscal year 2015.
Corporate Performance
Objectives
For purposes of the Bonus Plan, the
Compensation Committee selected Revenue and
Non-GAAP Operating Income as the corporate performance measures. Each of these
corporate performance measures was equally weighted. The Compensation Committee
believed these performance measures were appropriate for our business because
they provided a balance between generating revenue, managing our
expenses, increasing profitability, and growing our business, which it believes
most directly
influences long-term shareholder value. The Compensation Committee established
target performance levels for each of these measures at levels that it believed
to be challenging, but attainable, through the successful execution of our Board
approved annual operating plan.
For purposes of the Bonus Plan, the
corporate performance measures were to be calculated as follows:
● |
Revenue meant Net Sales;
and |
|
|
● |
Non-GAAP Operating Income meant
GAAP Operating Income, excluding share-based compensation expense,
amortization of other intangible assets, restructure charges (credits),
other restructuring-related charges, investment impairment (recovery),
benefit from (provision for) income taxes, one-time special charges and
other items. |
The minimum, target, and maximum levels of
achievement for each corporate performance measure and their respective payment
levels were as follows:
Corporate Performance Measure |
|
Threshold Performance Level |
|
Threshold Payment Level |
|
Target Performance Level |
|
Target Payment Level |
|
Maximum Performance Level |
|
Maximum Payment Level |
Revenue |
|
97% |
|
25% |
|
100% |
|
100% |
|
108% |
|
200% |
Non-GAAP Operating Income |
|
95% |
|
50% |
|
100% |
|
100% |
|
146% |
|
200% |
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For any bonus payment to be made under the
fiscal year 2015 Bonus Plan, the minimum performance requirements must both be
met for each of the plan metrics. In the event of actual performance between the
threshold and target, and target and maximum, performance levels, the payment amount was to be calculated
between each designated segment on a linear basis.
The Compensation Committee established the
following target levels for each of the corporate performance measures under the
Bonus Plan:
Corporate Performance Measure |
Weighting |
|
Fiscal Year 2015 Target
Level |
Revenue |
50% |
|
$2.18B |
|
Non-GAAP Operating Income |
50% |
|
$153M |
|
Individual and Business Group
Performance
For executive officers who are business
group or regional leaders we factor in metrics with respect to their areas of
responsibility, all of which the Compensation Committee believes are critical to
driving long-term shareholder value. As a result, Mr. Stolks annual bonus was
based 50% on achievement of the corporate performance measures described above
and 50% on measures specific to the performance of the business group for which
he is responsible.
In addition to the corporate performance
objectives, 25% of the annual cash bonuses for our executive officers, other
than our CEO and our Executive Chairman, could be adjusted based on each
executive officers individual performance and other exogenous factors as
reviewed and assessed by our CEO.
2015 Performance Results and Bonus
Decisions
For fiscal year 2015, the Compensation
Committee determined that our actual achievement with respect to the corporate
financial objectives under the Bonus Plan was as follows:
Corporate Performance Measure |
|
Weighting |
|
Fiscal Year 2015 Target
Level |
|
Fiscal Year 2015 Actual
Result |
|
Fiscal Year
2015 Funding Percentage |
Revenue |
|
50% |
|
$2.18B |
|
|
$2.16B |
(1) |
|
72% |
|
Non-GAAP Operating Income |
|
50% |
|
$153.0M |
|
|
$191.1M |
|
|
154% |
|
Weighted Result |
|
|
|
|
|
|
|
|
|
113% |
|
(1) |
Measured in
constant currency sales, which excludes the impact of currency exchange
rate fluctuations. Constant currency sales are calculated by translating
sales in each local currency at the current periods average exchange rate
for that currency. For additional information regarding constant
currency sales, please refer to the section entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations
in our Annual Report. |
Historically we have measured our annual
performance results in U.S. Dollars which have included normal currency
fluctuations, however, for fiscal year 2015, based on the unusual and
unprecedented level of currency fluctuation during the second half of the 2015
fiscal year and our strong performance, the Compensation Committee exercised its
discretion and approved the fiscal year 2015 revenue results using constant currency which
is a common approach among
many other companies and is how we will measure revenue performance going
forward under the Bonus Plan. Currencies of many countries depreciated
significantly against the dollar in the fourth quarter of fiscal year 2015,
including by up to 17% in Euro-based countries, far beyond the normal
fluctuations. Based on managements recommendation and consistent with the presentation of our financial results to
investors,
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the constant currency adjustment was made only to the revenue metric
and not to the non-GAAP operating income performance measure. The Compensation
Committee determined that, based on our actual performance with respect to each
corporate performance measure on a constant currency sales basis, as applicable,
the corporate performance objectives had been achieved, in the aggregate, at a
113% level. Based on our CEOs review of individual performance for fiscal year
2015, the CEO recommended, and the Compensation Committee agreed and determined,
that Mr. Pilette receive an annual incentive at 140% of target. The Compensation
Committee determined that this bonus amount appropriately reflected not only Mr.
Pilettes strong performance in reducing operating expenses, and contributing to
the good 113% performance of the company, but also the additional and highly
intensive tasks of leading and helping to resolve the Companys internal
accounting investigation and
restatement of financial statements based on issues
that predated his tenure, reorganizing and enhancing the finance and accounting
organization to remediate material weaknesses that also predated his tenure, and
assisting with the transition to new auditors upon PwCs independence issue to
preserve the Companys ability to file its fiscal year 2014 and 2015 periodic
reports.
Mr. Stolk received an annual incentive at
121% of target based on achievement of the corporate performance measures
described above and business group performance for which he is
responsible.
Based on its review of our overall
corporate and business group performance, and taking into account the CEOs
recommendations with respect to individual performance for the executive
officers other than himself and the Executive Chairman, the Compensation
Committee approved bonus payments as follows for our executive officers for
fiscal year 2015:
Named Executive Officer |
Target Annual Cash
Bonus Opportunity |
|
Actual Annual Cash
Bonus Payment |
|
Percentage of Target
Annual Cash Bonus Opportunity |
Guerrino De Luca |
|
$500,000 |
|
|
|
$565,000 |
|
|
|
113% |
|
Bracken Darrell |
|
$1,031,250 |
|
|
|
$1,165,313 |
|
|
|
113% |
|
Vincent Pilette |
|
$400,000 |
|
|
|
$560,000 |
|
|
|
140% |
|
Marcel Stolk |
|
CHF 418,808 |
|
|
|
CHF 506,758 |
|
|
|
121% |
|
L.
Joseph Sullivan |
|
$320,625 |
|
|
|
$362,306 |
|
|
|
113% |
|
The annual cash bonuses paid to our
executive officers for fiscal 2015 are set forth in the 2015 Summary
Compensation Table below.
Long-Term Incentive Compensation
We use long-term incentive compensation in
the form of equity awards to motivate our executive officers by providing them
with the opportunity to build an equity interest in the Company and to share in
the potential appreciation of the value of our registered shares. We primarily
use restricted stock unit (RSU) awards that may be settled for shares of our
common stock as the
principal vehicles for delivering long-term incentive compensation opportunities to
our executive officers. The Compensation Committee views equity awards, whether
the awards are subject to time-based vesting requirements or are to be earned
based on the attainment of specific performance objectives, as inherently
variable since the grant date fair value of these awards may not necessarily be
indicative of their value when, and if, our registered shares underlying these
awards are ever earned or purchased. The Compensation Committee further believes
these awards enable us to attract and retain key talent in our industry and
aligns our executive
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officers interests with the long-term interests of our shareholders. The Compensation
Committee uses RSUs because they are less dilutive than stock options.
At the beginning of fiscal year 2015, the
Compensation Committee approved equity awards for four of our executive officers
in recognition of our financial results and each executive officers individual
performance for fiscal year 2014. In determining the amount of each executive
officers equity award, the Compensation Committee took into consideration the
recommendations of our CEO (except with respect to his own equity award and the
Executive Chairmans equity award), as well as the factors described above. The
Compensation Committee considers the dilutive effect of our long-term incentive
compensation practices, and the overall impact that these equity awards, as well
as awards to other employees, will have on shareholder value. The Compensation
Committee also considered the existing equity holdings of each executive
officer, including the current economic value of their unvested equity awards
and the ability of these unvested holdings to satisfy our retention objectives.
The Compensation Committee did not grant
an award to our CFO, Mr. Pilette, at the beginning of fiscal year 2015 since he
had recently joined the company and received a new-hire grant at the start of
his employment in September 2013. In March 2015, based on Mr. Pilettes
extraordinary performance during fiscal year 2015 and taking into consideration
Mr. Pilettes unvested equity at the time of the grant and the competitive
market for strong CFOs in Silicon Valley, the Compensation Committee
approved
an equity award for Mr. Pilette for fiscal year 2015. Due to the timing
of Mr. Pilettes award, the Compensation Committee structured the grant
consistent with the PSU structure approved by the Compensation Committee for
fiscal year 2016 including a second financial metric to the PSU awards. The
Compensation Committee believes that measuring a companys performance with
multiple metrics will provide a more complete picture of the Companys
performance. Mr. Pilettes PSU grant was based on two performance measures 50%
on Logitechs relative TSR described below and 50% on achievement of a Non-GAAP
Operating Margin metric. Under this portion of the award, 100% of the shares
will be earned when Logitech achieves a targeted level of Non-GAAP Operating
Margin over four consecutive trailing quarters in a three-year performance
period. The award will vest annually over three years; however, no shares will
vest until we have achieved the targeted Non-GAAP Operating Margin.
The equity awards for our executive
officers were composed of 60% performance-based RSUs (PSUs) and 40% time-based
RSUs that may be settled for our registered shares, except for Mr. Pilette, who
received his award as 50% PSUs and 50% time-based RSUs. During fiscal year 2015,
as part of the Compensation Committees risk analysis, it determined that
certain roles within our finance department, including our CFO, should receive
more of their equity in time-based RSUs than awards based on financial results.
The equity awards granted to our executive officers in fiscal year 2015 were as
follows:
|
Performance Share
Units |
|
Restricted Stock
Units |
Named Executive Officer |
Number
of Shares |
|
Grant Date Fair Value |
|
Number
of Shares |
|
Grant Date Fair Value |
Guerrino De Luca |
|
19,608 |
|
|
$255,884 |
|
|
13,072 |
|
|
$171,505 |
Bracken Darrell |
|
202,260 |
|
|
$2,639,493 |
|
|
134,840 |
|
|
$1,769,101 |
Vincent Pilette |
|
110,210 |
|
|
$1,369,910 |
|
|
110,210 |
|
|
$1,331,337 |
Marcel Stolk |
|
38,037 |
|
|
$496,383 |
|
|
25,358 |
|
|
$329,714 |
L.
Joseph Sullivan |
|
25,635 |
|
|
$324,553 |
|
|
17,090 |
|
|
$221,049 |
|
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Performance Share Units
The PSU awards granted to our executive
officers in fiscal year 2015 were subject to Logitechs relative total
shareholder return (TSR) versus the TSR of companies included in the
Nasdaq-100 Index.
The PSUs are at-risk compensation
because Logitechs relative total shareholder return performance must be at or
above the minimum threshold percentile against the Nasdaq-100 Index over the
performance period of three years in order for the executive to receive any
shares from the PSU grant. If, at the end of the performance period, threshold
performance is achieved, the number of shares in which the executive officer
vests is pro-rated according to performance.
The Compensation Committee believes this
measure reflects Logitechs operational and financial performance, because it
focuses on relative performance against other mid- to large-size technology
companies.
For purposes of the PSUs, relative TSR
reflects (i) the aggregate change in the 30-day average closing of Logitech
shares against the companies in the Nasdaq-100 Index, and (ii) the value (if
any) returned to shareholders in the form of dividends or similar distributions,
assumed to be reinvested in shares when paid, each at the beginning and the end
of a three-year performance period.
The vesting structure of the PSUs granted
in fiscal year 2015 is summarized in the table below:
Percentile Rank of Logitech TSR Against Nasdaq-100 Index
TSR |
Percentage of Shares
that Vest |
Below 30th Percentile Rank
(threshold) |
|
0% |
|
30th Percentile Rank |
|
50% |
|
50th Percentile Rank (target) |
|
100% |
|
75th Percentile Rank and Above
(maximum) |
|
150% |
|
The vested percentage attributable to a
TSR Percentile Rank between the 30th and 50th percentiles,
or between the 50th and 75th percentiles, will be
determined by straight-line interpolation.
Restricted Stock Unit
Awards
The RSU awards granted to our executive
officers in fiscal year 2015 were subject to a time-based vesting requirement
and have our typical four-year vesting period which vest in four equal annual
installments based on the continued service of the executive officer on each
such vesting date.
The equity awards granted to our executive
officers in fiscal year 2015 are set forth in the 2015 Summary Compensation
Table and the 2015 Grants of Plan-Based Awards Table below.
Welfare and Health Benefits
We maintain a tax-qualified retirement
plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the
Code), for our employees in the U.S., including our executive officers, that
provides them with an opportunity to save for retirement on a tax-advantaged
basis. We intend for this plan to qualify under Sections 401(a) and 501(a) of
the Code so that contributions by employees to the plan, and income earned on
plan contributions, are not taxable to employees until distributed from the
plan. In addition, all contributions are deductible by us when made.
All participants interests in their
deferrals are 100% vested when contributed under the plan. In fiscal year 2015,
we made matching contributions into the Section 401(k) plan for our employees,
including our executive
|
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76 |
Compensation Report for Fiscal Year 2015 |
officers. Under the plan, pre-tax contributions are allocated to
each participants individual account and are then invested in selected
investment alternatives according to the participants directions.
In compliance with the Swiss federal
pension law, we maintain a Cash Balance pension plan for our employees in
Switzerland, including Mr. Stolk, with employee and employer contributions which
provides benefits in case of retirement and death and disability due to
sickness.
In addition, we provide other benefits to
our executive officers on the same basis as all of our full-time employees.
These benefits include health, dental and vision benefits, health and dependent
care flexible spending accounts, short-term and long-term disability insurance,
accidental death and dismemberment insurance, and basic life insurance coverage.
We provide vacation and other paid holidays to all employees, including our
executive officers. We also offer our employees the opportunity to participate
in the Logitech Employee Share Purchase Plans.
We design our employee benefits programs
to be affordable and competitive in relation to the market, as well as compliant
with applicable laws and practices. We adjust our employee benefits programs as
needed based on regular monitoring of applicable laws and practices, the
competitive market and our employees needs.
Deferred Compensation
Plan
Eligible employees, including our
executive officers based in the United States, are also eligible to participate
in the Logitech Inc. Deferred Compensation Plan and a predecessor plan, which
are unfunded and unsecured plans that allow employees of Logitech Inc.,
the Logitech
subsidiary in the United
States, who earn more than a threshold amount the opportunity to defer U.S.
taxes on up to 80% of their base salary and up to 90% of their bonus or
commission compensation.
Under the plan, compensation may be
deferred until termination of employment or other specified dates chosen by the
participants, and deferred amounts are credited with earnings based on
investment benchmarks chosen by the participants from a number of mutual funds
selected by Logitech Inc.s Deferred Compensation Committee. The earnings
credited to the participants are intended to be funded solely by the plan
investments. Logitech does not make contributions to this plan. Information
regarding executive officer participation in the deferred compensation plans can
be found in the Non-Qualified Deferred Compensation for Fiscal Year 2015 table
and the accompanying narrative below.
Because the listed officers do not receive
preferential or above-market rates of return under the deferred compensation
plan, earnings under the plan are not included in the Summary Compensation
table, but are included in the Non-Qualified Deferred Compensation Table
below.
Perquisites and Other Personal
Benefits
Currently, we do not view perquisites or
other personal benefits as a significant component of our executive compensation
program. Accordingly, Logitechs executive officer benefit programs are
substantially the same as for all other eligible employees. All future practices
with respect to perquisites or other personal benefits will be approved and
subject to periodic review by the Compensation Committee.
|
77 |
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Compensation Report for Fiscal Year 2015 |
Employment Arrangements
We have extended written employment
agreements or offer letters or both to each of our executive officers, including
our CEO and our other executive officers. Each of these arrangements was
approved on our behalf by our Board of Directors or the Compensation Committee,
as applicable. We believe that these arrangements were appropriate to induce
these individuals to forego other employment opportunities or leave their
current employer for the uncertainty of a demanding position in a new and
unfamiliar organization.
In filling these executive positions, our
Board of Directors or the Compensation Committee, as applicable, was aware that
it would be necessary to recruit candidates with the requisite experience and
skills to manage a growing business in a dynamic environment. Accordingly, it
recognized that it would need to develop competitive
compensation packages to attract qualified
candidates in a highly-competitive labor market. At the same time, our Board of
Directors or the Compensation Committee, as applicable, was sensitive to the
need to integrate new executive officers into the executive compensation
structure that it was seeking to develop, balancing both competitive and
internal equity considerations.
Each of these employment arrangements
provides for at will employment and sets forth the initial compensation
arrangements for the Named Executive Officer, including an initial base salary,
a target annual cash bonus opportunity, and, in some instances, a recommendation
for an equity award.
For a summary of the material terms and
conditions of the employment arrangements with each of our executive officers,
see Employment Arrangements below.
Post-Employment Compensation |
All named executive officers are eligible
to receive benefits under certain conditions in accordance with Logitechs
Change of Control Severance Agreement (Change of Control Agreement), as
described in the section Potential Payments Upon Termination or Change in
Control below. These Agreements are being reviewed by the Compensation
Committee with respect to compliance with the Minder Ordinance by the end of
calendar year 2015.
The purpose of the Change of Control Agreements is to support retention in the
event of a prospective change of control. Should a change of control occur,
benefits will be paid after a double trigger event meaning that there has
been both a change of control, and the executive is terminated without cause or
resigns for good reason within 12 months thereafter as described in Potential
Payments Upon Termination or Change in Control below. The RSU and PSU award
agreements for executive officers generally provide for the acceleration of
vesting
of the RSUs and PSUs subject to the award
agreements under the same circumstances and conditions as under the Change of
Control Agreements; namely, if the named executive officer is subject to an
involuntary termination within 12 months after a change of control because his
or her employment is terminated without cause or the executive resigns for good
reason (a double trigger).
In the event of an involuntary termination
within 12 months after a change of control with respect to awards granted before
fiscal year 2015:
● |
All unvested shares subject to the RSUs will vest in full.
100% of the shares subject to the PSUs will vest if the change of control
occurred within 1 year after the grant date of the PSUs. If the change of
control occurs more than 1 year after the grant date of the PSUs, the
number of shares subject to the PSU that will vest will be determined by
applying the performance criteria under the PSUs as if the performance
period had ended on the date of the change of control.
|
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Compensation Report for Fiscal Year 2015 |
In the event of an involuntary termination
within 12 months after a change of control with respect to awards granted in
April and May 2014:
● |
No acceleration of any unvested RSUs
or PSUs. |
In the event of an involuntary termination
within 12 months after a change of control with respect to awards granted in
March 2015 or later:
● |
All RSUs and PSUs containing
time-based elements would accelerate in full with respect to shares that
are subject to time-based vesting. No shares subject to RSUS or PSUs
containing performance-based vesting requirements would
accelerate. |
To determine the level of benefits to be
provided under each change of control agreement and other
agreements, the
Compensation Committee considered the circumstances of each type
of severance, the impact on shareholders, and market practices.
Logitech does not provide any payments to
reimburse its executive officers for additional taxes incurred (also known as
gross-ups) in connection with a change of control.
Our CEO and CFO have severance
arrangements from their original offer letters. Mr. Pilettes severance
arrangement will phase out in calendar year 2015. For a summary of the
post-employment compensation arrangements with our executive officers, see
Potential Payments upon Termination or
Change in Control below.
Other
Compensation Policies |
Stock Ownership Policy
We believe that stock ownership by our
directors and executive officers is important to link the risks and rewards
inherent in stock ownership of these individuals and our shareholders. The
Compensation Committee
has adopted a stock ownership policy that requires our executive officers to own a minimum number of our
registered shares. These mandatory ownership levels are intended to create a
clear standard that ties a portion of these individuals net worth to the
performance of our stock price. The current ownership levels are as
follows:
|
Minimum Required Level
of |
Named Executive Officer |
Stock Ownership |
Chief Executive Officer |
5x
Base Salary |
Chief Financial Officer |
3x
Base Salary |
Other Executive Officers |
2x
Base Salary |
Equity interests that count toward the
satisfaction of the ownership guidelines include shares owned outright by the
executive officer and 50% of vested, unexercised stock options. Newly hired or
promoted executives have five years from the date of the commencement of their
appointment to attain these ownership levels. The CEO must hold 100% of his
after-tax shares until the ownership requirements are met. The other executive
officers must hold at least 50% of their after-tax shares until the ownership
requirements are met. If an executive
officer does not
meet the applicable guideline by the end of the five-year period, the executive
officer will have 50% of the after-tax value of any earned bonuses under the
Leadership Team Bonus Program paid in fully vested Logitech shares. Our CEO and
each of our other executive officers have either currently satisfied his or her
required stock ownership levels or have remaining time to achieve the required
levels of ownership.
|
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Compensation Report for Fiscal Year 2015 |
Additionally, we have instituted stock
ownership guidelines for our non-employee directors. For information regarding
these guidelines, see the section entitled Security Ownership - Share Ownership Guidelines above.
Compensation Recovery Policy
In June 2010, the Compensation Committee
adopted a policy regarding the recovery of compensation paid to an executive
officer or the principal accounting officer of the Company (a clawback). Under
the terms of the policy we may recover bonus amounts, equity awards or other
incentive compensation awarded or paid within the prior three years to a covered
officer if the Compensation Committee determines the compensation was based on
any performance goals that were met or exceeded as a result, in whole or in
part, of the officers fraud or misconduct, or the officer knew at the time of
the existence of fraud or misconduct that resulted in performance goals being
met or exceeded, and a lower amount would otherwise have been awarded or paid to
the officer. In addition, under the policy Logitech may recover gains realized
on the exercise of stock options or on the sale of vested shares by an executive
officer or the principal accounting officer if, within three years after the
date of the gains or sales, Logitech discloses the need for a significant
financial restatement, other than a financial restatement solely because of
revisions to U.S. GAAP, and the Compensation Committee determines that the
officers fraud or misconduct caused or partially caused the need for the
restatement, or the covered officer knew at the time of the existence of fraud
or misconduct that resulted in the need for such restatement.
In addition, our 2006 Stock Incentive Plan
and our Management Performance Bonus Plan provide that awards under the plans
are suspended or forfeited if the plan participant, whether or not an executive
officer:
● |
has committed an act of
embezzlement, fraud or breach of fiduciary
duty; |
● |
makes an unauthorized disclosure of
any Logitech trade secret or confidential information;
or |
● |
induces any customer to breach a
contract with Logitech. |
Any decision to suspend or cause a
forfeiture of any award held by an executive officer under the 2006 Stock
Incentive Plan or the Management Performance Bonus Plan is subject to the
approval of the Board of Directors. The Compensation Committee will amend the
policy, as necessary, to comply with the final SEC rules regarding claw-back
policies required by the Dodd-Frank Wall Street Reform and Consumer Protection
Act.
Equity Award Grant Practices
Determination of long-term equity
incentive awards
The Compensation Committee is responsible
for approving which executive officers should receive equity incentive awards,
when the awards should be made, the vesting schedule, and the number of shares
or other rights to be granted. Long-term equity incentive awards to executive
officers may be granted only by the Compensation Committee or the full Board of
Directors. The Compensation Committee regularly reports its activity, including
approvals of grants, to the Board.
Timing of grants
Long-term equity incentive award grants to
executive officers are typically and predominantly approved at regularly
scheduled, predetermined meetings of the Compensation Committee. These meeting
are generally scheduled at least 18 months in advance and take place before the
regularly scheduled, predetermined meetings of the full Board. On limited
occasions, grants may be approved at an interim meeting of the Compensation
Committee or by written consent, for the purpose of approving the hiring and
compensation package for newly hired or promoted executives.
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Compensation Report for Fiscal Year 2015 |
In fiscal year 2015, grants were made to
new hires and promoted employees through regularly scheduled monthly written
consents of the Compensation Committee. We do not have any program, plan, or
practice to select equity compensation grant dates in coordination with the
release of material non-public information, nor do we time the release of
information for the purpose of affecting value. We do not backdate options or
grant options retroactively.
Derivatives Trading, Hedging, and
Pledging Policies
We have adopted a policy prohibiting our
employees, including our executive officers, and members of our Board of
Directors from speculating in our equity
securities,
including the use of short sales, sales against the box or any equivalent
transaction involving our equity securities. In addition, they may not engage in
any other hedging transactions, such as cashless collars, forward sales,
equity swaps and other similar or related arrangements, with respect to the
securities that they hold. Finally, no employee, including an executive officer
or member of our Board of Directors may acquire, sell, or trade in any interest
or position relating to the future price of our equity securities.
We also have adopted a policy prohibiting
the pledging of our securities by our employees, including our executive
officers, and members of our Board of Directors.
Tax and
Accounting Considerations |
Deductibility of Executive
Compensation
Favorable accounting and tax treatment of
the various elements of our compensation program is a relevant consideration in
their design. However, the Company and the Compensation Committee have placed a
higher priority on structuring flexible compensation programs to promote the
recruitment, retention, and performance of our officers than on maximizing tax
deductibility. Section 162(m) of the Code, as amended (the Tax Code), places a
limit of $1 million on the amount of compensation that Logitech may deduct in
any one year with respect to certain executive officers. The Compensation
Committee has the ability through the use of Logitech International S.A. 2006
Stock Incentive Plan to grant awards that qualify as performance-based compensation exempt
from that $1 million limitation
but, to maintain flexibility in compensating executive officers in a manner
designed to promote varying corporate goals, the Compensation Committee has not
adopted a policy requiring all compensation to be deductible, and has in the
past and will in the future make compensation awards that do not qualify to be
exempt from the $1 million limitation when it believes that it is appropriate to
meet its compensation objectives.
In addition to considering the tax
consequences, the Compensation Committee considers the accounting consequences,
including the impact of the Financial Accounting Standard Boards Accounting
Standards Codification Section 718, on its decisions in determining the forms of
different equity awards.
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81 |
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Compensation Report for Fiscal Year 2015 |
Compensation Risks Assessment
Since March 2010, the Compensation
Committee has conducted an annual review, with the assistance of the
Compensation Committees independent compensation consultant, of Logitechs
compensation programs to assess the risks associated with their design and
associated risk controls. The Compensation Committee reviews in particular the
following compensation programs and associated practices:
● |
Equity grants made under the 2006
Stock Incentive Plan. |
● |
Management Performance Bonus
Plan. |
● |
Employee Performance Bonus
Plan. |
● |
Sales Commission
Plans. |
● |
Change of Control
Agreements. |
As in past years, based on the March 2015
review, the Compensation Committee has concluded that our compensation policies
and practices do not create risks that are reasonably likely to have a material
adverse effect on the Company.
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Compensation Report for Fiscal Year 2015 |
Report of the Compensation
Committee
The Logitech Compensation Committee, which
is composed solely of independent members of the Logitech Board of Directors,
assists the Board in fulfilling its responsibilities with regard to compensation
matters. The Compensation Committee has reviewed and discussed the Compensation
Discussion and Analysis section of this Compensation Report with management.
Based on this review and discussion, the Compensation Committee recommended to
the Board of Directors that the Compensation Discussion and Analysis be included
in Logitechs 2015 Invitation and Proxy Statement and Annual Report.
Compensation Committee
Sally Davis, Chairman
Matthew
Bousquette
Neil Hunt
Monika Ribar
|
83 |
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Statement |
Compensation Report for Fiscal Year 2015 |
Summary Compensation Table for Fiscal Year
2015
The following table provides information
regarding the compensation and benefits earned during fiscal years 2015, 2014,
and 2013 by our named executive officers. For more information, please refer to
Compensation Disclosure and Analysis, as well as Narrative Disclosure to
Summary Compensation Table and Grants of Plan-Based Awards Table.
Name and
Principal Position |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
Stock Awards ($)(1) |
|
Option Awards ($)(1) |
|
Non-equity Incentive
Plan Compensation ($)(2) |
|
Changes
in Nonqualified Deferred Compensation Earnings ($) |
|
All
Other Compensation ($)(3) |
|
Total ($) |
Guerrino De
Luca(4) |
|
FY15 |
|
500,000 |
|
|
|
427,389 |
|
|
|
|
565,000 |
|
|
|
|
|
18,994 |
|
|
1,511,383 |
Chairman of |
|
FY14 |
|
500,000 |
|
460,000 |
|
2,684,200 |
|
|
|
|
575,000 |
|
|
|
|
|
15,764 |
|
|
4,234,964 |
the Board |
|
FY13 |
|
500,000 |
|
|
|
|
|
335,400 |
|
|
|
|
|
|
|
|
31,314 |
|
|
866,714 |
Bracken
Darrell(5) |
|
FY15 |
|
825,000 |
|
|
|
4,408,594 |
|
|
|
|
1,165,313 |
|
|
|
|
|
27,531 |
|
|
6,426,438 |
President and |
|
FY14 |
|
750,000 |
|
|
|
3,279,270 |
|
|
|
|
862,500 |
|
|
|
|
|
13,767 |
|
|
4,905,537 |
Chief Executive |
|
FY13 |
|
735,577 |
|
|
|
803,000 |
|
4,840,000 |
|
|
|
|
|
|
|
|
226,164 |
|
|
6,604,741 |
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vincent
Pilette(6) |
|
FY15 |
|
500,000 |
|
|
|
2,701,247 |
|
|
|
|
560,000 |
|
|
|
|
|
16,816 |
|
|
3,778,063 |
Chief Financial |
|
FY14 |
|
286,538 |
|
|
|
5,067,550 |
|
|
|
|
512,000 |
|
|
|
|
|
2,673 |
|
|
5,868,761 |
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcel
Stolk(7) |
|
FY15 |
|
564,558 |
|
345,091 |
|
826,097 |
|
|
|
|
546,492 |
|
|
|
|
|
104,583 |
|
|
2,386,821 |
Senior Vice |
|
FY14 |
|
535,714 |
|
|
|
1,100,100 |
|
|
|
|
589,643 |
|
|
|
|
|
105,517 |
|
|
2,330,974 |
President, CCP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L. Joseph
Sullivan |
|
FY15 |
|
427,500 |
|
|
|
545,602 |
|
|
|
|
362,306 |
|
|
|
|
|
17,687 |
|
|
1,353,095 |
Senior Vice |
|
FY14 |
|
415,000 |
|
|
|
733,400 |
|
|
|
|
385,950 |
|
|
|
|
|
14,418 |
|
|
1,548,768 |
President, |
|
FY13 |
|
402,000 |
|
|
|
258,390 |
|
580,500 |
|
|
|
|
|
|
|
|
12,358 |
|
|
1,253,248 |
Worldwide |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These amounts do not represent the actual economic value
realized by the named executive officer. Under SEC rules, the values
reported in the Stock Awards and Option Awards columns reflect the
aggregate grant date fair value of grants stock awards and stock options
to each of the listed officers in the fiscal years shown. The key
assumptions and methodology of valuation of stock awards and stock options
are presented in Note 4 to the Consolidated Financial Statements included
in Logitechs Annual Report to Shareholders. |
|
|
|
For FY15: The amount shown includes an aggregate grant
date fair value of the shares issuable for PSUs granted in fiscal year
2015 at target achievement. Assuming the highest level of performance is
achieved, the maximum possible value of the PSUs allocated in FY15, using
the market value of our shares on the grant date of the PSUs, was: (a) in
the case of Mr. De Luca, $402,062; (b) in the case of Mr. Darrell,
$4,147,341; (c) in the case of Mr. Pilette $1,851,528; (d) in the case of
Mr. Stolk, $779,949; and (e) in the case of Mr. Sullivan,
$518,509. |
|
|
|
For FY14: The amount shown includes an aggregate grant
date fair value of the shares issuable for PSUs granted in fiscal year
2014 at target achievement. Assuming the highest level of performance is
achieved, the maximum possible value of the PSUs allocated in FY14, using
the market value of our shares on the grant date of the PSUs, was: (a) in
the case of Mr. De Luca, $315,450; (b) in the case of Mr. Darrell,
$2,839,050; (c) in the case of Mr. Stolk, $946,350; and (d) in the case of
Mr. Sullivan, $630,900. |
|
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Statement |
84 |
Compensation Report for Fiscal Year 2015 |
(2) |
|
Except as noted below, reflects amounts earned under the
Logitech Management Performance Bonus Plan. This non-equity incentive plan
compensation was earned during the applicable fiscal year but, for
executive officers, was paid during the next fiscal year in accordance
with the terms of the Logitech Management Performance Bonus Plan. For
fiscal year 2015, based on the unexpected and unprecedented level of
currency fluctuation during the second half of the fiscal year, the
Compensation Committee exercised discretion and approved the fiscal year
2015 revenue metric results with respect to the Bonus Plan using constant
currency. Other than that adjustment, the bonus payments for fiscal year
2015 followed the fiscal year 2015 bonus program under the Bonus Plan
established by the Compensation Committee at the beginning of the fiscal
year. |
|
(3) |
|
Details regarding the various amounts included in this
column are provided in the following table entitled All Other
Compensation. |
|
(4) |
|
Mr. De Luca received a bonus of $460,000 and an RSU
grant of 250,000 shares in fiscal year 2014 in recognition for his service
as Logitechs acting Chief Executive Officer from July 2011 through
January 2013. |
|
(5) |
|
Mr. Darrell joined the Company as President on April 9,
2012 and was appointed as Chief Executive Officer of the Company effective
January 1, 2013. |
|
(6) |
|
Mr. Pilette joined the Company as Chief Financial
Officer on September 3, 2013. |
|
(7) |
|
Mr. Stolk was designated as an executive officer in
September 2013. Mr. Stolks fiscal year 2015 compensation amounts in Swiss
Francs were converted using the 12 month average (April 2014 to March
2015) exchange rate of 1 Swiss Franc to 1.0784 U.S. Dollars. Mr. Stolks
fiscal year 2014 compensation amounts in Swiss Francs were converted using
the 12 month average (April 2013 to March 2014) exchange rate of 1 Swiss
Franc to 1.13 U.S. Dollars. In January 2015, Mr. Stolk received a special
retention bonus of CHF320,000 (or $345,091 in U.S. Dollars) in recognition
of his leadership role in helping transform
Logitech. |
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85 |
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Statement |
Compensation Report for Fiscal Year 2015 |
ALL OTHER COMPENSATION TABLE
Name |
|
Year |
|
Car Use
or Service ($)(1) |
|
Tax Preparation Services ($) |
|
401(k) ($)(2) |
|
Group Term
Life Insurance ($) |
|
Relocation or Travel in
lieu of Relocation ($)(3) |
|
Premium
for Deferred Compensation Insurance ($) |
|
Defined Benefit Pension Plan Employer Contrib. ($)(4) |
|
Other Awards ($)(5) |
|
Total ($) |
Guerrino De Luca |
|
FY15 |
|
|
|
|
|
|
|
|
|
7,800 |
|
|
11,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,994 |
|
|
FY14 |
|
|
|
|
|
|
|
|
|
7,650 |
|
|
8,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,764 |
|
|
FY13 |
|
|
15,882 |
|
|
|
|
|
|
7,500 |
|
|
7,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,314 |
Bracken Darrell |
|
FY15 |
|
|
|
|
|
|
12,181 |
|
|
8,559 |
|
|
6,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,531 |
|
|
FY14 |
|
|
|
|
|
|
1,525 |
|
|
7,650 |
|
|
4,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,767 |
|
|
FY13 |
|
|
|
|
|
|
|
|
|
5,063 |
|
|
3,321 |
|
|
|
202,780 |
|
|
|
|
|
|
|
|
15,000 |
|
226,164 |
Vincent Pilette |
|
FY15 |
|
|
|
|
|
|
|
|
|
8,473 |
|
|
2,946 |
|
|
|
1,672 |
|
|
|
|
|
|
|
|
3,725 |
|
16,816 |
|
|
FY14 |
|
|
|
|
|
|
|
|
|
1,731 |
|
|
942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,673 |
Marcel Stolk |
|
FY15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,583 |
|
|
|
|
104,583 |
|
|
FY14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,517 |
|
|
|
|
105,517 |
L. Joseph Sullivan |
|
FY15 |
|
|
|
|
|
|
|
|
|
7,673 |
|
|
9,592 |
|
|
|
|
|
|
|
|
|
|
|
|
422 |
|
17,687 |
|
|
FY14 |
|
|
|
|
|
|
|
|
|
7,650 |
|
|
6,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,418 |
|
|
FY13 |
|
|
|
|
|
|
|
|
|
7,500 |
|
|
4,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,358 |
(1) |
|
Represents the cost to Logitech of $15,882 in fiscal
year 2013 related to Mr. De Lucas occasional use of a company car and
driver to and from work. |
|
(2) |
|
Represents 401(k) savings plan matching contributions,
which are available to all of our regular employees who are on our U.S.
payroll. |
|
(3) |
|
Represents costs associated with the reimbursement of
expenses for Mr. Darrells relocation from Switzerland to the United
States in fiscal year 2013, including airfare, home purchase and sales
assistance, tax advice assistance, moving costs, temporary living benefits
and other costs. |
|
(4) |
|
Represents the matching contributions to the Logitech
Employee Pension Fund in Switzerland for Mr. Stolk, which are available to
all of the Companys similarly-situated regular employees who are on its
Swiss payroll. |
|
(5) |
|
In the case of Mr. Darrell, for fiscal year 2013, this
represents a lump sum payment of $15,000, net of taxes, to be applied
towards attorneys fees associated with review of his offer of
employment. |
|
Proxy
Statement |
86 |
Compensation Report for Fiscal Year 2015 |
Grants of Plan-Based Awards Table for
Fiscal Year 2015
The following table sets forth certain
information regarding grants of plan-based awards to each of our executive
officers during fiscal year 2015. For more information, please refer to
Compensation Disclosure and Analysis.
|
|
|
|
|
|
|
|
|
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards(1)
|
|
Estimated Future
Payouts Under Equity Incentive Plan Awards |
|
All Other Stock Awards: Number of Shares of
Stock or Units (#)(3)
|
|
Grant Date Fair Value ($)(4) |
Name |
|
Type |
|
Grant
Date (MM/DD/YY) |
|
Approval Date |
|
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
Actual ($)(2) |
|
Threshold (#) |
|
Target (#) |
|
Maximum (#) |
Guerrino De Luca |
|
RSU |
|
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,072 |
|
171,505 |
|
|
PSU |
(5) |
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
9,804 |
|
19,608 |
|
29,412 |
|
|
|
255,884 |
|
|
FY15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus |
|
|
N/A |
|
N/A |
|
187,500 |
|
500,000 |
|
1,000,000 |
|
565,000 |
|
|
|
|
|
|
|
|
|
|
Bracken Darrell |
|
RSU |
|
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,840 |
|
1,769,101 |
|
|
PSU |
(5) |
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
101,130 |
|
202,260 |
|
303,390 |
|
|
|
2,639,493 |
|
|
FY15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus |
|
|
N/A |
|
N/A |
|
386,719 |
|
1,031,250 |
|
2,062,500 |
|
1,165,313 |
|
|
|
|
|
|
|
|
|
|
Vincent Pilette |
|
RSU |
|
|
03/25/15 |
|
03/25/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,210 |
|
1,331,337 |
|
|
PSU |
(5) |
|
03/25/15 |
|
03/25/15 |
|
|
|
|
|
|
|
|
|
27,553 |
|
55,105 |
|
82,658 |
|
|
|
688,812 |
|
|
PSU |
(6) |
|
03/25/15 |
|
03/25/15 |
|
|
|
|
|
|
|
|
|
55,105 |
|
55,105 |
|
55,105 |
|
|
|
681,098 |
|
|
FY15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus |
|
|
N/A |
|
N/A |
|
150,000 |
|
400,000 |
|
800,000 |
|
560,000 |
|
|
|
|
|
|
|
|
|
|
Marcel Stolk |
|
RSU |
|
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,358 |
|
329,714 |
|
|
PSU |
(5) |
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
19,019 |
|
38,037 |
|
57,056 |
|
|
|
496,383 |
|
|
FY15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus |
(7) |
|
N/A |
|
N/A |
|
169,366 |
|
451,643 |
|
903,285 |
|
546,492 |
|
|
|
|
|
|
|
|
|
|
L. Joseph Sullivan |
|
RSU |
|
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,890 |
|
155,997 |
|
|
PSU |
(5) |
|
04/15/14 |
|
04/15/14 |
|
|
|
|
|
|
|
|
|
8,918 |
|
17,835 |
|
26,753 |
|
|
|
232,747 |
|
|
RSU |
|
|
05/14/14 |
|
05/14/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,200 |
|
65,052 |
|
|
PSU |
(5) |
|
05/14/14 |
|
05/14/14 |
|
|
|
|
|
|
|
|
|
3,900 |
|
7,800 |
|
11,700 |
|
|
|
91,806 |
|
|
FY15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus |
|
|
N/A |
|
N/A |
|
120,234 |
|
320,625 |
|
641,250 |
|
362,306 |
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts in these columns reflect potential payouts
with respect to each applicable performance period for the fiscal year
2015 bonus programs under the Bonus Plan described in Compensation
Discussion and Analysis above. |
|
(2) |
|
Except as noted below, the amounts in this column
reflect actual payouts with respect to each applicable performance period
for the fiscal year 2015 bonus programs under the Bonus Plan. The actual
payout amounts are reflected in the Non-Equity Incentive Plan Compensation
column of the Summary Compensation Table for fiscal year 2015. For fiscal
year 2015, based on the unexpected and unprecedented level of currency
fluctuation during the second half of the fiscal year, the Compensation
Committee exercised discretion and approved the fiscal year 2015 revenue
metric results with respect to the Bonus Plan using constant currency.
Other than that adjustment, the bonus payments for fiscal year 2015
followed the fiscal year 2015 bonus program under the Bonus Plan
established by the Compensation Committee at the beginning of the fiscal
year. |
|
(3) |
|
RSUs vest at a rate of 25% per year over four years, on
each yearly anniversary of the grant date. |
|
87 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
(4) |
|
These amounts do not represent the actual economic value
realized by the named executive officer. Amounts in this column represent
the grant date fair value of RSUs calculated in accordance with Accounting
Standards Codification (ASC) 718 but does not include any reduction for
estimated forfeitures. For performance-based RSUs (PSUs) based on Total
Shareholder Return (TSR), that number is calculated by multiplying the
value determined using the Monte Carlo method by the target number of
units awarded. For RSUs and PSUs based on Non-GAAP Operating Income
Margin, that number calculated based on the closing price of Logitech
shares on the grant date multiplied by the number of shares granted,
adjusted for dividend yield. The key assumptions for the valuation of the
PSUs are presented in Note 4 to the Consolidated Financial Statements
included in Logitechs Annual Report to Shareholders and Annual Report on
Form 10-K for fiscal year 2015. |
|
(5) |
|
Represents PSUs based on TSR. All shares subject to the
PSU vesting conditions are unvested. The actual amount, if any, of shares
that will vest under the PSU grants will not be known until March 31,
2017. The actual amount, if any, that may vest depends on Logitechs TSR
performance versus the Nasdaq-100 Index TSR benchmark over the performance
period. |
|
(6) |
|
Represents PSUs based on Non-GAAP Operating Income
Margin. All shares subject to the PSU vesting conditions are unvested. The
actual amount, if any, of shares that will vest under the PSU grants will
not be known until March 31, 2017. The actual amount, if any, may vest
depends on the achievement of a target level of Non-GAAP Operating Income
Margin. |
|
(7) |
|
Mr. Stolks bonus amounts were converted using the 12
month average (April 2014 to March 2015) exchange rate of 1 Swiss Franc to
1.0784 U.S. Dollars. |
Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards
Table |
Employment Agreements and Offer
Letters
We have entered into employment agreements
or offer letters with each of our named executive officers. The employment
agreements and offer letters generally provide that the compensation of the
named executive officer is subject to the sole discretion of the Compensation
Committee or the Board of Directors. The compensation earned by the named
executive officers in fiscal year 2015 was not the result of any terms of their
employment agreements or offer letters.
Performance-Based Vesting
Conditions
Please refer to Compensation Disclosure
and AnalysisElements of CompensationPerformance-based cash incentive awards
for a discussion of the performance measures applicable to the Bonus Plan during
fiscal year 2015. In addition, please refer to Compensation Disclosure and
AnalysisCompensation ElementsLong-Term Incentive Compensation for a
discussion of performance measures under the PSUs granted to executive officers
during fiscal year 2015.
|
Proxy
Statement |
88 |
Compensation Report for Fiscal Year 2015 |
Outstanding Equity Awards at Fiscal Year
2015 Year-End Table
The following table provides information
regarding outstanding equity awards for each of our named executive officers as
of March 31, 2015. This table includes unexercised and unvested stock options,
unexercised and unvested performance stock options, unvested PSUs, and unvested
RSUs.
Unless otherwise specified, options and RSUs vest at a rate of 25% per
year on each of the first four anniversaries of the grant date. The market value
for stock options, including Premium Priced Options or
PPOs and Performance
Stock Options or PSOs, is calculated by taking
the difference between the closing price of Logitech shares on the Nasdaq Global
Select Market on the last trading day of the fiscal year ($13.15 on March 31,
2015) and the option exercise price, and multiplying it by the number of
outstanding options. The market value for stock awards (RSUs and PSUs) is
determined by multiplying the number of shares subject to such awards by the
closing price of Logitech shares on the Nasdaq Global Select Market on the last
trading day of the fiscal year.
|
|
|
|
|
|
|
Option Awards |
|
|
Stock
Awards |
Name |
|
Grant
Date (MM/DD/YY) |
|
Number
of Securities Underlying Unexercised Options (#) Exercisable |
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable |
|
Option Exercise Price ($)
/ Share |
|
Option Expiration Date (MM/DD/YY) |
|
Market Value
of Unexercised Options ($) |
|
Number of Shares
or Units of Stock That Have
Not Vested (#) |
|
Market Value of Shares
or Units of Stock That Have
Not Vested ($) |
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units
or Other Rights That Have
Not Vested (#) |
|
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares, Units
or Other Rights That Have
Not Vested ($)(1) |
Guerrino De Luca |
|
|
04/01/05 |
|
|
|
200,000 |
|
|
|
|
|
|
19.07 |
(2) |
|
|
04/01/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/01/06 |
|
|
|
100,000 |
|
|
|
|
|
|
20.05 |
|
|
|
04/01/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/02/07 |
|
|
|
50,000 |
|
|
|
|
|
|
27.95 |
|
|
|
04/02/17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/01/08 |
|
|
|
15,000 |
|
|
|
|
|
|
26.67 |
|
|
|
04/01/18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/01/09 |
|
|
|
15,000 |
|
|
|
|
|
|
10.64 |
|
|
|
04/01/19 |
|
|
|
37,650 |
|
|
|
|
|
|
|
|
|
|
|
|
01/04/13 |
|
|
|
65,000 |
|
|
|
65,000 |
|
|
7.83 |
|
|
|
01/04/23 |
|
|
|
691,600 |
|
|
|
|
|
|
|
|
|
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
394,500 |
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
197,250 |
|
|
|
|
|
|
|
10/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000 |
|
1,643,750 |
|
|
|
|
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,608 |
|
257,845 |
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,072 |
|
171,897 |
|
|
|
|
|
|
|
Total |
|
|
|
445,000 |
|
|
|
65,000 |
|
|
|
|
|
|
|
|
|
|
729,250 |
|
|
153,072 |
|
2,012,897 |
|
49,608 |
|
652,345 |
Bracken Darrell |
|
|
04/16/12 |
|
|
|
250,000 |
|
|
|
250,000 |
|
|
8.03 |
|
|
|
04/16/22 |
|
|
|
2,560,000 |
|
|
|
|
|
|
|
|
|
|
|
|
04/16/12 |
|
|
|
400,000 |
|
|
|
|
|
|
14.05 |
|
|
|
04/16/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/16/12 |
|
|
|
|
|
|
|
400,000 |
|
|
16.06 |
|
|
|
04/16/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/16/12 |
|
|
|
|
|
|
|
400,000 |
|
|
20.08 |
|
|
|
04/16/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/16/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
657,500 |
|
|
|
|
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270,000 |
|
3,550,500 |
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,750 |
|
1,745,663 |
|
|
|
|
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
202,260 |
|
2,659,719 |
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,840 |
|
1,773,146 |
|
|
|
|
|
|
|
Total |
|
|
|
650,000 |
|
|
|
1,050,000 |
|
|
|
|
|
|
|
|
|
|
2,560,000 |
|
|
317,590 |
|
4,176,309 |
|
472,260 |
|
6,210,219 |
|
89 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
|
|
|
|
|
|
Option Awards |
|
Stock
Awards |
Name |
|
Grant
Date (MM/DD/YY) |
|
Number
of Securities Underlying Unexercised Options (#) Exercisable |
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable |
|
Option Exercise Price ($)
/ Share |
|
Option Expiration Date (MM/DD/YY) |
|
Market Value
of Unexercised Options ($) |
|
Number of Shares
or Units of Stock That Have
Not Vested (#) |
|
Market Value of Shares
or Units of Stock That Have
Not Vested ($) |
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units
or Other Rights That Have Not Vested (#) |
|
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares, Units
or Other Rights That Have
Not Vested ($)(1) |
Vincent Pilette |
|
|
09/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,666 |
|
1,534,158 |
|
|
|
|
|
|
|
03/25/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,210 |
|
1,449,262 |
|
|
|
|
|
|
|
03/25/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,105 |
|
724,631 |
|
|
|
03/25/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,105 |
|
724,631 |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
226,876 |
|
2,983,419 |
|
110,210 |
|
1,449,262 |
Marcel Stolk |
|
|
01/04/13 |
|
|
|
112,500 |
|
|
|
112,500 |
|
|
7.46 |
(3) |
|
|
01/04/23 |
|
|
|
1,280,250 |
|
|
|
|
|
|
|
|
|
|
|
|
01/04/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
144,650 |
|
|
|
|
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000 |
|
591,750 |
|
|
|
|
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000 |
|
1,183,500 |
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,037 |
|
500,187 |
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,358 |
|
333,458 |
|
|
|
|
|
|
|
Total |
|
|
|
112,500 |
|
|
|
112,500 |
|
|
|
|
|
|
|
|
|
|
1,280,250 |
|
|
81,358 |
|
1,069,858 |
|
128,037 |
|
1,683,687 |
L. Joseph Sullivan |
|
|
11/02/05 |
|
|
|
25,000 |
|
|
|
|
|
|
20.25 |
|
|
|
10/24/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/23/06 |
|
|
|
25,000 |
|
|
|
|
|
|
19.96 |
|
|
|
03/23/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/02/06 |
|
|
|
22,500 |
|
|
|
|
|
|
21.61 |
|
|
|
10/02/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/02/07 |
|
|
|
50,000 |
|
|
|
|
|
|
30.09 |
|
|
|
10/02/17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/01/08 |
|
|
|
50,000 |
|
|
|
|
|
|
22.59 |
|
|
|
10/01/18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/12/08 |
|
|
|
25,000 |
|
|
|
|
|
|
13.48 |
|
|
|
12/12/18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/29/09 |
|
|
|
48,750 |
|
|
|
|
|
|
14.02 |
|
|
|
06/29/19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/11/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
52,600 |
|
|
|
|
|
|
|
01/04/13 |
|
|
|
112,500 |
|
|
|
112,500 |
|
|
7.83 |
|
|
|
01/04/23 |
|
|
|
1,197,000 |
|
|
|
|
|
|
|
|
|
|
|
|
01/04/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
144,650 |
|
|
|
|
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
789,000 |
|
|
|
04/15/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
394,500 |
|
|
|
|
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,835 |
|
234,530 |
|
|
|
04/15/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,890 |
|
156,354 |
|
|
|
|
|
|
|
05/14/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,800 |
|
102,570 |
|
|
|
05/14/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,200 |
|
68,380 |
|
|
|
|
|
|
|
Total |
|
|
|
358,750 |
|
|
|
112,500 |
|
|
|
|
|
|
|
|
|
|
1,197,000 |
|
|
62,090 |
|
816,484 |
|
85,635 |
|
1,126,100 |
(1) |
|
The actual
conversion, if any, of the PSUs granted in each of fiscal years 2012, 2014
and 2015 into Logitech shares following the conclusion of the 3-year
performance period will range between 50% and 150% of that target amount,
depending upon Logitechs TSR performance versus the Nasdaq-100 index TSR
benchmark over the performance period. |
|
(2) |
|
The exercise price
of the option as granted (as split-adjusted) is 18.55 Swiss Francs per
share and 19.07 US Dollars per share. Amounts in Swiss Francs were
converted using the exchange rate of 1 Swiss Franc to 1.0283 U.S. Dollars
as of March 31, 2015. |
|
Proxy
Statement |
90 |
Compensation Report for Fiscal Year 2015 |
Option Exercises and Stock Vested Table
for Fiscal Year 2015
The following table provides the number of
shares acquired and the value realized upon exercise of stock options and the
vesting of RSUs during fiscal year 2015 by each of our named executive officers.
No shares resulted from PSUs whose performance period ended during fiscal year
2015 because the minimum performance condition was not met.
|
|
Option Awards |
|
Stock
Awards |
Name |
|
Number
of Shares Acquired on Exercise (#) |
|
Value Realized on
Exercise ($)(1) |
|
Number
Of Shares Acquired on Vesting (#) |
|
Value Realized on
Vesting ($)(2) |
Guerrino De Luca |
|
|
|
|
|
|
130,000 |
|
|
|
1,890,850 |
|
Bracken Darrell |
|
|
|
|
|
|
69,250 |
|
|
|
955,648 |
|
Vincent Pilette |
|
|
|
|
|
|
253,334 |
|
|
|
3,693,610 |
|
Marcel Stolk |
|
|
|
|
|
|
26,000 |
|
|
|
337,228 |
|
L.
Joseph Sullivan |
|
|
|
|
|
|
29,500 |
|
|
|
403,770 |
|
(1) |
|
The value realized equals the difference between the
option exercise price and the fair market value of Logitech shares on the
date of exercise, multiplied by the number of shares for which the option
was exercised. |
|
(2) |
|
Based on the closing trading price of Logitech shares on
the Nasdaq Global Select Market on the date of vesting of underlying
awards. |
Pension Benefits Table for Fiscal Year
2015 |
Marcel Stolk, Senior Vice President,
Consumer Computing Platforms Business Group, is a participant in Logitechs
Swiss Pension plan, which is a benefit offered to all eligible Swiss
employees.
No other executive officers are
beneficiaries under any pension plan benefits maintained by Logitech.
Name |
|
Plan Name |
|
Number of Years
of Credited Service (#) |
|
Present Value
of Accumulated Benefit ($) |
Guerrino De Luca |
|
N/A |
|
N/A |
|
|
|
|
Bracken Darrell |
|
N/A |
|
N/A |
|
|
|
|
Vincent Pilette |
|
N/A |
|
N/A |
|
|
|
|
Marcel Stolk |
|
Logitech Employee Pension Fund |
|
4.00 |
|
|
675,140 |
|
L.
Joseph Sullivan |
|
N/A |
|
N/A |
|
|
|
|
|
91 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
Non-qualified Deferred Compensation for
Fiscal Year 2015
The following table sets forth information
regarding the participation by our named executive officers in the Logitech Inc.
U.S. Deferred Compensation Plan during fiscal year 2015 and at fiscal
year-end.
Name |
|
Executive Contributions in Last Fiscal
Year ($)(1) |
|
Logitech Contributions in
Last Fiscal Year ($) |
|
Aggregate Earnings in
Last Fiscal Year ($)(2) |
|
Aggregate Withdrawals/ Distributions ($) |
|
Aggregate Balance at
Last Fiscal Year End ($) |
Guerrino De Luca |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bracken Darrell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vincent Pilette |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcel Stolk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.
Joseph Sullivan |
|
|
54,255 |
|
|
|
|
|
31,954 |
|
|
|
|
|
583,312 |
|
(1) |
|
Amounts are included in the
Summary Compensation table in the Salary column for fiscal year 2015.
All contributions were made under the Logitech Inc. Deferred Compensation
Plan. |
|
(2) |
|
These amounts are not included
in the Summary Compensation table because plan earnings were not
preferential or above market. |
Narrative Disclosure to Non-Qualified
Deferred Compensation Table |
Please refer to Compensation Disclosure
and AnalysisCompensation ElementsDeferred Compensation Plan for a discussion
of the Logitech Inc. U.S. Deferred Compensation Plan, effective January 1,
2009.
Payments upon Termination or Change in
Control |
We have entered into agreements that
provide for payments under certain circumstances in the event of termination of
employment of our executive officers. These agreements include:
● |
Change of control severance
agreements, under which an executive officer may receive certain benefits
if he or she is subject to an involuntary termination within 12 months
after a change of control because his or her employment is terminated
without cause or because the executive resigns for good
reason. |
● |
PSU, RSU, and PSO award agreements
that provide for the accelerated vesting of the shares subject to the
award agreements under certain circumstances,
including the same circumstances as under the change of control
agreements. |
● |
Offer letters with Bracken Darrell
and Vincent Pilette, under which they are entitled to severance benefits
if we terminate their employment without cause or if they resign for good
reason. |
● |
An employment agreement with Marcel
Stolk, under which he is entitled to receive a three-month notice period
if we terminate his employment or if he
resigns. |
|
Proxy
Statement |
92 |
Compensation Report for Fiscal Year 2015 |
These agreements are described in more
detail in the subsections below.
Other than the agreements above, there are
no agreements or arrangements for the payment of severance to a named executive
officer in the event of his involuntary termination with or without
cause.
In fiscal year 2014, Mr. De Luca was
awarded an RSU grant of 250,000 shares in recognition of his service as
Logitechs acting Chief Executive Officer from July 2011 through January 2013.
Given that the award was based on past service, if Mr. De Lucas service with
the Company terminates by reason of death or disability or if Mr. De Luca ceases
to be Chairman of the Board at the request or upon action of the Board or by
action of the Companys shareholders or is not re-elected to the Board, all then
unvested RSUs under the award will vest immediately.
There are no agreements providing for
payment of any consideration to any non-executive member of the Board of
Directors upon termination of his or her services with the Company.
Change of Control Severance
Agreements
Each of our executive officers has
executed a change of control severance agreement with Logitech. The change of
control agreements with Mr. De Luca and Mr. Pilette are slightly different than
those of the other executive officers. The purpose of the change of control
agreements is to support retention in the event of a prospective change of
control. To comply with the Minder Ordinance by the end of calendar year 2015,
we will be terminating such arrangements for executive officers that are members
or our Group Management Team.
Under the change of control agreement,
each executive officer is eligible to receive the following benefits, should the
executive officer be subject to an involuntary termination within 12 months
after a change of control because his or her employment is terminated without
cause or the executive resigns for good reason:
● |
The continuation of the executives
current compensation for 12 months (except in the case of Mr. Pilette,
which is 18 months if he is terminated or resigns for good reason in the
first two years of his employment); |
● |
Continuation of health insurance
benefits for up to 12 months; |
● |
Acceleration of vesting for all
stock options held by the executive; |
● |
Acceleration of other employee
equity incentives held by the executive if provided for under the terms of
the grant agreement for the equity incentive;
and |
● |
Executive-level outplacement
services of a value of up to $5,000. |
The term current compensation
includes:
● |
The greater of (i) the executives
annual base salary in effect immediately prior to the executives
termination and (ii) the executives annual base salary in effect on the
date of the Change of Control Agreement; plus |
● |
The amount of the executives annual
bonuses for the fiscal year preceding the fiscal year in which severance
benefits become payable to the executive. |
The change of control agreement defines
the term change of control to mean:
● |
A merger or consolidation of
Logitech with another corporation resulting in a greater than 50% change
in the total voting power of Logitech or the surviving company immediately
following the transaction; |
● |
The complete liquidation of
Logitech; |
● |
The sale or other disposition of all
or substantially all of Logitechs assets; or |
● |
The acquisition by any person of
securities of Logitech representing 50% or more of the total voting power
of Logitechs outstanding shares. |
|
93 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
The change of control agreement with Mr.
De Luca is the same as for the other executive officers, except that only those
stock options granted by the Company to him before January 28, 2008, while he
was serving as Chief Executive Officer, are subject to acceleration under the
agreement. Options granted to him after January 28, 2008 are not subject to
acceleration.
The change of control agreement with Mr.
Pilette is the same as for the other executive officers, except that (i) the
continuation of the executives current compensation is for 18 months if Mr.
Pilettes employment is terminated following a change of control during the
first two years of his employment, (ii) current compensation is based on base
salary and annual target bonus, and (iii) executive-level outplacement services
of a value of up to $15,000.
PSU and RSU Award
Agreements
The PSU and RSU award agreements prior to
fiscal year 2015 for named executive officers provide for the acceleration of
vesting of the equity awards subject to the award agreements under the same
circumstances and conditions as under the change of control agreements; namely,
if the named executive officer is subject to an involuntary termination within
12 months after a change of control because his or her employment is terminated
without cause or the executive resigns for good reason. In the event of such an
involuntary termination:
● |
All shares subject to the RSUs will vest;
and |
● |
100% of the shares subject to the
PSUs will vest if the change of control occurred within one year after the
grant date of the PSUs. If the change of control occurred more than one
year after the grant date of the PSUs, the number of shares subject to the
PSU that will vest will be determined by applying the performance criteria
under the PSUs as if the performance period had ended on the date of the
change of control. |
The RSU award agreement and the PSU award
agreement are based on the achievement of a non-GAAP Operating Margin metric for
Mr. Pilette in fiscal year 2015, provide for the acceleration of time-based
vesting of the equity awards subject to the award agreements under the same
circumstances and conditions as under the change of control agreements described
above. The fiscal year 2015 PSU award agreements will not vest except to the
extent that the performance-based vesting conditions have been
attained.
Bracken Darrell Offer
Letter
We entered into an offer letter with
Bracken Darrell dated March 13, 2012. Under his offer letter, in the event he is
terminated without cause or resigns (within 30 days after Logitech fails to
remedy the condition reported to be good reason during a 30-day cure period) for
good reason, other than after a change of control, he is entitled to receive
severance benefits as follows:
● |
If the termination had occurred within one year
after his employment start date (note that, as of April 9, 2013, the
one-year anniversary of his employment start date, Mr. Darrell is no
longer entitled to these benefits), he would have been entitled
to: |
- |
an amount equal to 200% of his then-current
annual base salary, less applicable withholdings;
plus |
- |
an amount equal to 200% of his
then-current annual targeted bonus amount, less applicable withholdings;
plus |
- |
25% of his initial stock option
grant for 500,000 Logitech shares and 25% of his initial restricted stock
unit grant for 100,000 shares will accelerate and
vest. |
● |
If the termination had occurred more
than one year but within two years after his employment start date (note
that, as of April 9, 2014, the two-year anniversary, Mr. Darrell is no
longer entitled to these benefits), he would have been entitled
to: |
|
Proxy
Statement |
94 |
Compensation Report for Fiscal Year 2015 |
- |
an amount equal to 150% of his then-current
annual base salary, less applicable withholdings; plus
|
- |
an amount equal to 150% of his
then-current annual targeted bonus amount, less
applicable withholdings. |
● |
If the termination occurs more than two years
after his employment start date, he is entitled
to: |
- |
an amount equal to 100% of his then-current
annual base salary, less applicable withholdings;
plus |
- |
an amount equal to 100% of his
thencurrent annual targeted bonus amount, less applicable
withholdings. |
In each case, Mr. Darrell would also be
entitled to have Logitech pay the premiums to continue his group health
insurance coverage under COBRA during the applicable severance period, subject
to any maximum length of coverage limits under applicable law or until he
becomes eligible for benefits from a subsequent employer.
Cause in Mr. Darrells offer letter is
defined as: (i) theft, dishonesty, misconduct or falsification of any employment
or Logitech records; (ii) improper disclosure of Logitechs confidential or
proprietary information; (iii) failure or inability to perform any assigned
duties after written notice from Logitech of, and a reasonable opportunity to
cure, such failure or inability; (iv) conviction (including any plea of guilty
or no contest) of a felony, or of any other criminal act if that act impairs his
ability to perform his duties; or (v) failure to cooperate in good faith with a
governmental or internal investigation of Logitech or its directors, officers or
employees, if Logitech has requested his cooperation. Good reason in Mr.
Darrells offer letter is defined as: (i) a material reduction of his authority,
duties or responsibilities, or (ii) if, by January 31, 2013, he is not reporting
directly to the Logitech International Board of Directors as Chief Executive
Officer. Mr. Darrell became Chief Executive Officer, reporting directly to the
Board, on January 1, 2013.
If any amounts become payable to Mr.
Darrell under his change of control agreement, or any successor agreement, the
aggregate amount of any amounts payable to Mr. Darrell under his offer letter
will be reduced to the extent necessary so as to prevent the duplication of
severance payments to him.
If amounts payable to Mr. Darrell under
any arrangement or agreement with Logitech are payable as a result of a change
of ownership or control of Logitech and exceed the amount allowed under section
280G of the Code, and would be subject to the excise tax imposed by section 4999
of the Code, then, prior to the making of any Payments to Mr. Darrell, a
best-of calculation will be made comparing (1) the total benefit to Mr.
Darrell from the Payments after payment of the excise tax, to (2) the total
benefit to Mr. Darrell if the payments are reduced to the extent necessary to
avoid being subject to the excise tax, and Mr. Darrell will be entitled to the
payments under the more favorable outcome.
Vincent Pilette Offer
Letter
We entered into an offer letter with
Vincent Pilette dated August 26, 2013. Under his offer letter, in the event he
is terminated within the first two years after his employment start date without
cause or resigns for good reason, other than after a change of control, he is
entitled to receive severance benefits as follows:
● |
An amount equal to 100% of his then-current annual base
salary, less applicable withholdings; plus |
● |
An amount equal to 100% of his then-current annual
targeted bonus amount, less applicable withholdings; plus |
● |
One-third of his initial RSU grant for
175,000 units will accelerate and vest (as of
September 15, 2014, 116,666 shares from this grant remain unvested);
plus |
|
95 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
● |
If the separation of service had occurred
within the first year of service (note that, as of September 3, 2014, the
one-year anniversary, Mr. Pilette is no longer entitled to these
benefits), 100% of his initial RSU grant for 195,000 units would have
accelerated and vested (as of September 15, 2014, this grant was
completely vested); plus |
● |
Executive-level outplacement services, in the
amount of up to $15,000. |
In each case, Mr. Pilette would also be
entitled to have Logitech pay the premiums to continue his group health
insurance coverage under COBRA for a period of up to 12 months or until he
becomes eligible for benefits from a subsequent employer.
Cause in Mr. Pilettes offer letter is
defined as: (i) willful dishonesty or fraud with respect to the business affairs
of Logitech; (ii) intentional falsification of any employment or Logitech
records, (iii) conviction (including any plea of guilty or no contest) of a
felony which the Board of Directors of Logitech International reasonably
believes materially impairs his ability to perform his duties for Logitech or
adversely affects Logitechs reputation or standing in the community, (iv) a
willful act by him which constitutes misconduct (including, but not limited to,
improper use or disclosure of the confidential or proprietary information of
Logitech) and is injurious to Logitech, or (v) continued willful violations by
him of his obligations to Logitech after there has been delivered to him a
written demand for performance from Logitech which describes the basis for
Logitechs belief that he have not substantially performed his
duties.
Good reason in Mr. Pilettes offer
letter is defined as: (i) a substantial reduction of the facilities and
perquisites (including office space and location) available to him immediately
prior to such reduction, without his expressed written consent and without good
business reasons, (ii) a material reduction of his base salary, (iii) a material
reduction in the kind or level of employee benefits to which he is entitled
immediately prior to such reduction, with the result that his overall benefits
package is significantly reduced, (iv) his relocation to a facility or location
more than thirty (30) miles from his current location, without his expressed
written consent, (v) the failure of Logitech and Logitech International to
obtain the assumption of his letter agreement by any successor, or (vi) a
material reduction of his duties, position or responsibilities relative to his
duties, position or responsibilities in effect immediately prior to such
reduction, without his expressed written consent (demotion).
If any amounts become payable to Mr.
Pilette under his change of control agreement, or any successor agreement, the
aggregate amount of any amounts payable to Mr. Pilette under his offer letter
will be reduced to the extent necessary so as to prevent the duplication of
severance payments to him.
If amounts payable to Mr. Pilette under
any arrangement or agreement with Logitech are payable as a result of a change
of ownership or control of Logitech and exceed the amount allowed under section
280G of the Code, and would be subject to the excise tax imposed by section 4999
of the Code, then the payments are reduced to the extent necessary to avoid
being subject to the excise tax.
|
Proxy
Statement |
96 |
Compensation Report for Fiscal Year 2015 |
Tables of Potential Payments Upon
Termination or Change in Control
The table below estimates the amount of
compensation that would be paid in the event of an involuntary termination of a
listed executive officer without cause after a change in control, assuming that
each of the terminations was effective as of March 31, 2015, subject to the
terms of the change of control agreement and the terms of the PSO, PSU and RSU
award agreements with each of the listed executive officers.
For Mr. Darrell and Mr. Pilette, the
additional table below estimates the amount of compensation that would have been
paid in the event of an involuntary termination
without cause, assuming that the
termination was effective as of March 31, 2015, subject to the terms of the
agreements with them. As of March 31, 2015, no compensation amounts were payable
to any named executive officer in the event of a mutual agreement to terminate
employment, whether upon retirement or otherwise.
The price used for determining the value
of accelerated equity in the tables below was the closing price of Logitechs
shares on the Nasdaq Global Select Market on March 31, 2015, the last business
day of the fiscal year, of $13.15.
POTENTIAL PAYMENTS UPON INVOLUNTARY
TERMINATION
AFTER CHANGE IN CONTROL
Name |
|
Base Salary ($)(1) |
|
Bonus(2) |
|
Other Benefits(3) |
|
Value
of Accelerated Equity Awards(4) |
|
280G cut-back(5) |
|
Total |
Guerrino De Luca |
|
500,000 |
|
565,000 |
|
|
13,343 |
|
|
2,432,750 |
|
|
|
|
3,511,093 |
Bracken
Darrell(6) |
|
825,000 |
|
1,165,313 |
|
|
31,647 |
|
|
9,008,913 |
|
|
|
|
11,030,873 |
Vincent Pilette |
|
500,000 |
|
400,000 |
|
|
27,514 |
|
|
2,983,419 |
|
|
|
|
3,910,933 |
Marcel Stolk |
|
538,325 |
|
521,099 |
|
|
8,085 |
|
|
2,511,650 |
|
N/A |
|
|
3,579,159 |
L. Joseph Sullivan |
|
427,500 |
|
362,306 |
|
|
22,538 |
|
|
1,775,250 |
|
(125,427 |
) |
|
2,462,167 |
(1) |
|
Represents fiscal year 2015
annual base salary in effect on March 31, 2015. Mr. Pilettes agreement
calls for 18 months of compensation continuation if his employment is
terminated following a change of control during the first two years of his
employment. Thereafter, Mr. Pilette is eligible for 12 months of
compensation continuation. Mr. Stolks salary amount was converted using
the exchange rate of 1 CHF to 1.0283 USD as of March 31,
2015. |
|
(2) |
|
Represents the amount of
bonuses paid for fiscal year 2015 except for Mr. Pilette. Mr. Pilettes
agreement provides for bonus based on annual target bonus. Mr. Stolks
bonus amount was converted using the exchange rate of 1 CHF to 1.0283 USD
as of March 31, 2015. |
|
(3) |
|
Represents the estimated cost
of medical and other health insurance premiums (COBRA) for one year after
termination (18 months for Mr. Pilette) and $5,000 in outplacement
services ($15,000 for Mr. Pilette). |
|
(4) |
|
Represents, as of March 31,
2015, the aggregate intrinsic value (market value less exercise price) of
unvested options and the aggregate market value of shares underlying all
unvested RSUs and PSUs, in each case held by the named
executive officer as of March 31, 2015 that are subject to acceleration
according to a change of control agreement or the terms of an equity award
agreement. For the PSUs granted April 15, 2013, as of March 31, 2015 the
performance condition were at a level which would have produced a payout
percentage of 150%, therefore, 150% of such value was attributed to the
shares subject to such PSUs. |
|
97 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
(5) |
|
Under the Change of Control
agreements for the executive officers listed above other than Mr. Darrell
and Mr. Stolk, there is a 280G cut-back so that, in effect, the maximum
value of the cash payments plus accelerated equity awards to which an
executive is entitled under the agreement is just under 3 times the
average annual taxable compensation paid by Logitech to the executive in
the prior five taxable years, calculated in accordance with the U.S. Tax
Code. |
|
(6) |
|
For Mr. Darrell, if amounts
payable under any arrangement or agreement with Logitech are payable as a
result of a change of ownership or control of Logitech and exceed the
amount allowed under section 280G of the Code, and would be subject to the
excise tax imposed by section 4999 of the Code, then, prior to the making
of any Payments to Mr. Darrell, a best-of calculation will be made
comparing (1) the total benefit to Mr. Darrell from the payments after
payment of the excise tax, to (2) the total benefit to Mr. Darrell if the
payments are reduced to the extent necessary to avoid being subject to the
excise tax, and Mr. Darrell will be entitled to the Payments under the
more favorable outcome. |
POTENTIAL PAYMENTS UPON INVOLUNTARY
TERMINATION
Name |
|
Base Salary |
|
Bonus |
|
Other Benefits(5) |
|
Equity |
|
Total |
Bracken
Darrell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(if terminating after |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 9,
2014) |
|
$ |
825,0001 |
|
$ |
1,031,2502 |
|
$ |
26,647 |
|
|
|
N/A |
|
|
$ |
1,882,897 |
Vincent
Pilettte |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(if terminating prior to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
3, 2015) |
|
$ |
500,0003 |
|
|
$400,0004 |
|
$ |
23,343 |
|
|
$ |
767,079 |
6 |
|
$ |
1,690,422 |
(1) |
|
Represents 100% of Mr.
Darrells fiscal year 2015 annual base salary in effect on March 31,
2015. |
|
(2) |
|
Represents 100% of Mr.
Darrells fiscal year 2015 target bonus in effect on March 31,
2015. |
|
(3) |
|
Represents 100% of Mr.
Pilettes fiscal year 2015 annual base salary in effect on March 31,
2015. |
|
(4) |
|
Represents 100% of Mr.
Pilettes fiscal year 2015 target bonus in effect on March 31,
2015. |
|
(5) |
|
Represents the estimated cost
of medical and other health insurance premiums (COBRA) for one year after
termination and $15,000 in outplacement services for Mr.
Pilette. |
|
(6) |
|
Represents the value of 33%
vesting of Mr. Pilettes initial restricted stock unit grant for 175,000
shares based on Logitechs stock price in effect on March 31,
2015. |
|
Proxy
Statement |
98 |
Compensation Report for Fiscal Year 2015 |
Compensation of Non-Employee
Directors
For fiscal year 2015, the compensation of
the members of the Board of Directors that are not Logitech employees, or
non-employee directors, was determined by the Compensation Committee, consisting
entirely of independent directors, and recommended to the full Board for
approval.
The general policy is that compensation for non-employee directors
should consist of a mix of cash and equity-based compensation. For fiscal year
2015, to assist the Compensation Committee in its annual review of director
compensation, Logitechs compensation department provided director pay practices
and compensation data compiled from the annual reports and proxy statements of
companies within our compensation peer group.
For fiscal year 2015, cash compensation of
non-employee directors consists solely of annual retainers based on Board and
committee service and payment for travel days in connection with attendance at
Board meetings. Non-employee directors also receive an annual RSU grant based on
a fixed market value. These annual RSU grants are generally made on the day
after our Annual General Meeting and vest August 31 prior to the next Annual
General Meeting. For fiscal year 2015, the annual RSU grant value was adjusted
from CHF 135,000 ($145,584) to CHF 150,000 ($161,760) to reflect increases in
the market for board compensation.
Directors who are Logitech employees do not
receive any compensation for their service on the Board of Directors.
Non-employee director compensation currently consists of the following
elements:
|
|
Amount
(CHF) |
|
Amount ($)(1) |
Annual cash retainer |
|
|
60,000 |
|
|
$64,705 |
An additional annual cash retainer for
the lead independent director |
|
|
20,000 |
|
|
21,568 |
Annual retainer for the Audit
Committee chair |
|
|
40,000 |
|
|
43,136 |
Annual retainer for the Compensation
Committee chair |
|
|
40,000 |
|
|
43,136 |
Annual retainer for the Nominating
Committee chair |
|
|
8,000 |
|
|
8,627 |
Annual retainer for non-chair Audit
Committee members |
|
|
15,000 |
|
|
16,176 |
Annual retainer for non-chair
Compensation Committee members |
|
|
15,000 |
|
|
16,176 |
Annual retainer for non-chair
Nominating Committee members |
|
|
5,000 |
|
|
5,392 |
Annual retainer for Lifesize Board
members |
|
|
15,000 |
|
|
16,176 |
Annual RSU grant |
|
|
150,000 |
|
|
161,762 |
Compensation for
the number of travel days spent traveling to attend |
|
|
|
|
|
|
Board and
committee meetings, per day rate. |
|
|
2,500 |
|
|
2,696 |
Reimbursement of reasonable expenses
for non-local travel (business class) |
|
|
|
|
|
|
(1) |
|
Amounts in Swiss Francs were
converted using the 12 month average (April 2014 to March 2015) exchange
rate of 1 Swiss Franc to 1.0784 U.S.
Dollar. |
Except for fees earned between Logitechs
2013 Annual General Meeting and 2014 Annual General Meeting, non-employee Board
members may elect to receive their Board fees in shares, net of withholdings at
the market price on the date of the Annual General Meeting. Any such shares are
to be issued under the 2006 Stock Incentive Plan.
The following table summarizes the total
compensation earned or paid by Logitech during fiscal year 2015 to continuing
members of the Board of Directors who were not executive officers as of March
31, 2015. Because the table is based on Logitechs fiscal year, and annual
service for purposes of Board compensation is measured between the dates of Logitechs Annual
|
99 |
|
Proxy
Statement |
Compensation Report for Fiscal Year 2015 |
General Meetings, usually held in September each year, except for last year when
the fiscal 2014 Annual General Meeting was held in December 2014, the amounts in
the table do not necessarily align with the description of Board compensation
above.
Information regarding compensation paid to
and the option and stock awards held by Guerrino De Luca and Bracken Darrell,
the members of the Board of Directors that are Logitech executive officers as of
fiscal year-end 2015, are presented in the Summary Compensation Table and the
Outstanding Equity Awards at Fiscal Year-End Table,
respectively.
NON-EMPLOYEE DIRECTOR SUMMARY COMPENSATION
FOR FISCAL YEAR 2015
Name |
|
Standard Fees
Earned in Cash ($)(1) |
|
Additional Fees Earned
in Cash ($)(2) |
|
Stock Awards ($)(3) |
|
Total ($) |
Daniel Borel |
|
|
70,097 |
|
|
|
|
|
|
153,000 |
|
223,097 |
Matthew Bousquette |
|
|
163,559 |
|
|
|
111,615 |
|
|
152,350 |
|
427,524 |
Kee-Lock Chua |
|
|
111,076 |
|
|
|
60,391 |
|
|
152,350 |
|
323,817 |
Sally Davis |
|
|
147,383 |
|
|
|
69,827 |
|
|
153,000 |
|
370,210 |
Didier Hirsch |
|
|
118,625 |
|
|
|
114,311 |
|
|
152,350 |
|
385,286 |
Neil Hunt |
|
|
105,594 |
|
|
|
30,735 |
|
|
152,350 |
|
288,679 |
Dimitri Panayotopoulos |
|
|
48,528 |
|
|
|
|
|
|
153,000 |
|
201,528 |
Monika Ribar |
|
|
105,594 |
|
|
|
60,391 |
|
|
153,000 |
|
318,985 |
(1) |
|
Amounts in Swiss Francs were
converted using the 12 month average (April 2014 to March 2015) exchange
rate of 1 Swiss Franc to 1.0784 U.S. Dollar. |
|
(2) |
|
Additional fees awarded in
recognition of the additional Audit Committee and Board meetings and calls
and other additional work related to the Audit Committee investigation
during fiscal year 2015 of accounting issues from prior years. The Audit
Committee and the independent members of the Board met or held conference
calls on a frequent basis in addition to their regular
meetings. |
|
(3) |
|
Amounts shown do not reflect
compensation actually received by the director. Instead, the amount shown
is the aggregate grant date fair value of stock-related awards in fiscal
year 2015 computed in accordance with ASC Topic 718 -- Compensation --
Stock Compensation, disregarding forfeiture assumptions. The market value
used to calculate the aggregate value for fiscal year 2015 was $13.85 or
CHF 13.59 per share. |
|
The following table presents additional
information with respect to the equity awards held as of March 31, 2015 by
members of the Board of Directors who were not executive officers as of fiscal
year-end.
In 2010, Logitech began granting RSUs
instead of stock options to continuing non-employee directors. The RSUs granted
since fiscal year 2010 fully vest on approximately the one-year anniversary date
of the grant.
The market value for stock options is
calculated by taking the difference between the closing price of Logitech shares
on the Nasdaq Global Select Market on the last trading day of the fiscal year
($13.15 on March 31, 2015) and the option exercise price, and multiplying it by
the number of outstanding options. The market value for RSUs is determined by
multiplying the number of shares subject to the award by the closing price of
Logitech shares on the Nasdaq Global Select Market on the last trading day of
the fiscal year.
|
Proxy
Statement |
100 |
Compensation Report for Fiscal Year 2015 |
Certain of the options as granted have
exercise prices denominated in Swiss Francs. The U.S. Dollar exercise price in
the table below for such options is based on an exchange rate of 1 Swiss Franc
to 1.0283 U.S. Dollars as of March 31, 2015.
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE
DIRECTORS AT FISCAL 2015
YEAR-END
|
|
Option Awards |
|
Stock Awards |
Name |
|
Grant
Date (MM/DD/YY) |
|
Number
of Securities Underlying Unexercised Options Exercisable
(#) |
|
Number
of Securities Underlying Unexercised Options Unexercisable
(#) |
|
Option Exercise Price /
Share ($) |
|
Market Value of Unexercised
Options ($) |
|
Number of Shares or
Units of Stock That Have
Not Vested (#)(1) |
|
Market Value
of Shares or Units of Stock That
Have Not Vested ($) |
Daniel Borel |
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
Matthew Bousquette |
|
|
06/16/05 |
|
|
|
60,000 |
|
|
|
|
|
|
|
15.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/10/08 |
|
|
|
15,000 |
|
|
|
|
|
|
|
23.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
Kee-Lock Chua |
|
|
06/16/06 |
|
|
|
15,000 |
|
|
|
|
|
|
|
19.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
Sally Davis |
|
|
06/20/07 |
|
|
|
30,000 |
|
|
|
|
|
|
|
35.42 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
Didier Hirsch |
|
|
09/05/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,066 |
(3) |
|
|
119,218 |
|
|
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,066 |
|
|
|
263,868 |
|
Neil Hunt |
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
Dimitri Panayotopoulos |
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
Monika Ribar |
|
|
06/20/07 |
|
|
|
15,000 |
|
|
|
|
|
|
|
35.42 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12/19/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
|
|
|
Total |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
144,650 |
|
(1) |
|
Unless otherwise indicated,
the shares subject to these stock awards vest in full on August 31,
2015. |
|
(2) |
|
The exercise price of the
option as granted is 34.45 Swiss Francs per share. |
|
(3) |
|
Represents a stock award of
27,200 shares, granted to Mr. Hirsch as a new director in 2012, which
vests at a rate of 33% per year over 3 years from the grant date, on each
yearly anniversary of the grant date. |
|
101 |
|
Proxy
Statement |
Equity Compensation Plan Information |
The following table summarizes the shares
that may be issued upon the exercise of options (including PSOs and PPOs), RSUs,
PSUs, and other rights under our employee equity compensation plans as of March
31, 2015. These plans include the 1996 Employee Share Purchase Plan (U.S.) and 2006 Employee Share Purchase Plan
(Non-
U.S.) (together, the ESPPs), 2006 Stock Incentive Plan and 2012 Stock
Inducement Equity Plan. The table also includes shares that may be issued upon
the exercise of outstanding options under the 1996 Stock Plan (this plan
terminated in 2006).
Plan Category |
|
(a) Number of
Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights (#) |
|
(b) Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights(1) |
|
(c) Number
of Securities Remaining Available for Future Issuance Under
Equity Compensation Plans (Excluding Securities Reflected
in Column(a)) (#) |
Equity Compensation Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved
by |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Holders |
|
|
11,064,601 |
(2) |
|
|
|
$18 |
|
|
|
17,362,015 |
|
Equity Compensation Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Not Approved
by |
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Holders |
|
|
1,750,000 |
(3) |
|
|
|
14 |
|
|
|
|
|
Total |
|
|
12,814,601 |
|
|
|
|
$17 |
|
|
|
17,362,015 |
|
(1) |
|
The weighted average exercise
price is calculated based solely on outstanding options. |
|
(2) |
|
Includes options and rights to
acquire shares outstanding under our 1996 Employee Share Purchase Plan
(U.S.), 2006 Employee Share Purchase Plan (Non-U.S.), 2006 Stock Incentive
Plan and 1996 Stock Plan (which plan terminated in 2006). |
|
(3) |
|
Includes options and rights to
acquire shares outstanding under our 2012 Stock Inducement Equity Plan
adopted under the Nasdaq rules. |
2012 Stock Inducement Equity Plan
Under the 2012 Stock Inducement Equity
Plan, stock options and RSUs may be granted to eligible employees to serve as
inducement material to enter into employment with the Company. Awards under the
2012 Stock Inducement Equity Plan may be conditioned on continued employment,
the passage of time or the satisfaction of performance vesting criteria, based
on individual written employment offer letters. The 2012 Stock Inducement Equity
Plan has an expiration date of March 31, 2022. As of March 31, 2015, an
aggregate of 1,800,000 shares was
reserved for issuance under the 2012 Stock
Inducement Equity Plan. As of March 31, 2015, no shares were available for
issuance under this plan.
2006 Stock Incentive Plan
The Logitech International S.A. 2006 Stock
Incentive Plan provides for the grant to eligible employees and non-employee
members of the Board of Directors of stock options, stock appreciation rights, restricted stock, and
restricted stock units. As of March 31, 2015, Logitech has granted stock options
(including PSOs), RSUs, and
|
Proxy
Statement |
102 |
Equity Compensation Plan Information |
PSUs under the 2006 Stock Incentive Plan and has
made no grants of restricted shares or stock appreciation rights. Stock options
granted under the 2006 Stock Incentive Plan generally will have terms not
exceeding ten years and will be issued at exercise prices not less than the fair
market value on the date of grant. Awards under the 2006 Stock Incentive Plan
may be conditioned on continued employment, the passage of time, or the
satisfaction of performance vesting criteria. As of March 31, 2015, an aggregate
of 24.8 million shares is reserved for issuance under the 2006 Stock Incentive
Plan. As of March 31, 2015, a total of 9,095,315 shares were available for
issuance under this plan.
1996 Stock Plan
Under the 1996 Stock Plan, Logitech
granted options for shares. Options issued under the 1996 Stock Plan generally
vest over four years and remain outstanding for periods not to exceed ten years.
Options were granted at exercise prices of at least 100% of the fair market
value of the shares on the date of grant. Logitech made no grants of restricted
shares, stock appreciation rights, or stock units under the 1996 Stock Plan. No
further awards will be granted under the 1996 Stock Plan.
Each option issued
under the 1996 Stock Plan entitles the holder to purchase one share of Logitech
International S.A. at the exercise price.
Employee Share Purchase Plans
Logitech maintains two employee share
purchase plans, one for employees in the United States and one for employees
outside the United States. The plan for employees outside the United States is
named the 2006 Employee Share Purchase Plan (Non-U.S.), or 2006 ESPP, and was
approved by the Board of Directors in June 2006. The plan for employees in the
United States is named the 1996 Employee Share Purchase Plan (U.S.), or 1996
ESPP. The 1996 ESPP was the worldwide plan until the adoption of the 2006 ESPP
in June 2006. Under both plans, eligible employees may purchase shares with up
to 10% of their earnings at the lower of 85% of the fair market value at the
beginning or the end of each six-month offering period. Purchases under the
plans are limited to a fair value of $25,000 in any one year, calculated in
accordance with U.S. tax laws. During each offering period, payroll deductions
of employee participants are accumulated under the share purchase plan. Subject
to continued participation in these plans, purchase agreements are automatically
executed at the end of each offering period. A total of 29 million shares have
been reserved for issuance under both the 1996 and 2006 ESPPs. As of March 31,
2015, a total of 8,266,700 shares were available for issuance under these plans.
****************
|
103 |
|
Proxy
Statement |
This Response Coupon is
solicited on behalf of the Board of Directors of Logitech
International S.A.
The Board recommends a vote
For each of Proposals
1-11 |
Shareholder Hans
Muster, 8000 Zürich
Number of shares
1'000 |
Mr Hans
Muster Bahnhofstrasse 1 8000
Zürich Switzerland |
|
|
|
|
Response Coupon for the
27th Annual General Meeting of LOGITECH INTERNATIONAL
S.A. Wednesday, September 9, 2015 14:00 (registration starts
at 13:30) SwissTech Convention Center, EPFL - Lausanne,
Switzerland |
|
|
|
|
|
Beginning this year, voting instructions,
orders of admission cards and of publications, and changes of address can
be submitted either with this form or online.
For the online registration / proxy please go to the
website gvmanager.ch/logitech. Your personal one-time code:
«UserName»-«UserPwd» |
|
|
|
|
|
Please complete, sign and return this form
by September 3, 2015 in the appropriate enclosed postage-paid return
envelope. |
|
|
☐ |
|
Option 1: I/we will personally
attend the Annual General Meeting and ask you to send me/us an admission
card in my/our name(s). |
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|
|
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|
☐ |
|
Option 2: I/we
hereby authorize the person named below to act as my/our proxy to
represent me/us at the Annual General Meeting and ask you to send an
admission card directly to such person: |
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|
Name and address of
proxy: |
|
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|
Use for Option 1 and 2 the reply envelope: Logitech International S.A., c/o Devigus Shareholder Services, Birkenstrasse 47, 6343 Rotkreuz, Switzerland |
|
|
☐ |
|
Option 3:
I/we authorize the Independent Representative, Ms.
Béatrice Ehlers, Notary Public, Rue Caroline 1, P.O. Box 6035, 1002
Lausanne, Switzerland, to represent me/us at the Annual General
Meeting. If you wish to issue any instructions, please
complete and sign the reverse side of this form. |
|
|
Use for Option 3 the reply
envelope: Ms. Béatrice Ehlers, Notary Public, Rue Caroline 1, P.O. Box
6035, 1002 Lausanne, Switzerland |
|
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|
We invite you to visit the Investors section of our website for
more information. |
|
|
|
Please print your email address
in the space provided below. If you provide us with your email address we
will be able in the future to send you additional shareholder
communication via email. We will not intentionally share, sell or
distribute your email address, except as required by law or company
policy. |
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Name: |
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Email Address: |
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Instructions for the Independent Representative |
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|
Please tick only one box per
item |
|
For |
|
Against |
|
Abstain |
|
|
|
1. |
|
Approval of the Annual Report, the
consolidated financial statements and the statutory financial statements
of Logitech International S.A. for fiscal year 2015 |
|
☐ |
|
☐ |
|
☐ |
|
|
|
2. |
|
Advisory vote to approve executive
compensation |
|
☐ |
|
☐ |
|
☐ |
|
|
|
3. |
|
Appropriation of retained earnings and
declaration of dividend |
|
☐ |
|
☐ |
|
☐ |
|
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|
4. |
|
Release of the Board of Directors and
Executive Officers from liability for activities during fiscal year
2015 |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5. |
|
Elections to
the Board of Directors |
|
|
|
|
|
|
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|
|
5.A. |
|
Re-election
of Mr. Kee-Lock Chua |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.B. |
|
Re-election
of Mr. Bracken Darrell |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.C. |
|
Re-election
of Ms. Sally Davis |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.D. |
|
Re-election
of Mr. Guerrino De Luca |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.E. |
|
Re-election
of Mr. Didier Hirsch |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.F. |
|
Re-election
of Dr. Neil Hunt |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.G. |
|
Re-election
of Mr. Dimitri Panayotopoulos |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.H. |
|
Election of
Dr. Edouard Bugnion |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.I. |
|
Election of
Ms. Sue Gove |
|
☐ |
|
☐ |
|
☐ |
|
|
|
5.J. |
|
Election of Dr. Lung Yeh |
|
☐ |
|
☐ |
|
☐ |
|
|
|
6. |
|
Election of the Chairman of the
Board |
|
☐ |
|
☐ |
|
☐ |
|
|
|
7. |
|
Elections to
the Compensation Committee |
|
|
|
|
|
|
|
|
|
7.A. |
|
Re-election
of Ms. Sally Davis |
|
☐ |
|
☐ |
|
☐ |
|
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|
7.B. |
|
Re-election
of Dr. Neil Hunt |
|
☐ |
|
☐ |
|
☐ |
|
|
|
7.C. |
|
Election of Mr. Dimitri
Panayotopoulos |
|
☐ |
|
☐ |
|
☐ |
|
|
|
8. |
|
Approval of Compensation for the Board
of Directors for the 2015 to 2016 Board Year |
|
☐ |
|
☐ |
|
☐ |
|
|
|
9. |
|
Approval of Compensation for the Group
Management Team for Fiscal Year 2017 |
|
☐ |
|
☐ |
|
☐ |
|
|
|
10. |
|
Re-election of KPMG AG as Logitechs
auditors and ratification of the appointment of KPMG LLP as Logitechs
independent registered public accounting firm for fiscal year
2016 |
|
☐ |
|
☐ |
|
☐ |
|
|
|
11. |
|
Re-election of Ms. Béatrice Ehlers as
Independent Representative |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
If additional proposals or amended
proposals in connection with the above proposals are formulated at the
Annual General Meeting, I instruct the Independent Representative to vote
in favor of the recommendations of the Board (For), against the proposals
(Against) or abstain (Abstain) as follows: |
|
☐ |
|
☐ |
|
☐ |
|
|
|
To the extent that you do
not give specific voting instructions with respect to one or several of
the above proposals, by signing this form you instruct the Independent
Representative to exercise your vote in favor of the recommendations of
the Board of Directors on the corresponding proposals contained in the
Invitation and Proxy Statement as well as on new proposals and amended
proposals that could be formulated during the course of the Annual General
Meeting. |
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EB |
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