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. )
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Filed by the Registrant
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
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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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[X]
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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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the appropriate box):
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[X]
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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
Schedule and the date of its filing.
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TO OUR SHAREHOLDERS
WE ARE PLEASED TO REPORT AN EXCELLENT
FISCAL YEAR 2016 – THE CULMINATION OF THREE YEARS OF REINVENTION. IN FACT, AS WE
ENTER OUR
35
TH
YEAR, WE FEEL LIKE A
YOUNG COMPANY.
Three key foundational strengths drove our
FY 2016 performance, as well as our transformation these past years: innovation,
execution, and cost management. As a result, we ended the year with our
strongest retail sales growth in five years. Key highlights include
*
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Sales of $2.02 billion grew
1 percent compared to FY 2015. Retail sales (the entire “go-forward”
business) grew 9 percent in constant currency.
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GAAP operating income was
$129 million, with earnings per share at $0.77. Non-GAAP operating income
was a better-than-expected $179 million, with earnings per share at
$0.98.
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We returned $156 million to
you, our shareholders, in the form of dividends and share repurchases and
delivered our twenty-second consecutive year of positive cash flow. We
still ended the year with more than $0.5 billion in
cash.
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A deeper dive into these numbers, and
Logitech’s activities throughout the year, gives greater detail on what has been
a terrific year.
ANOTHER YEAR OF PROFITABLE
GROWTH
Last year, we outlined the importance of
Logitech’s Retail Strategic business – essentially our entire business (more
than 90 percent) excluding Lifesize, which we separated, and OEM, which we
exited. This new Logitech that remains grew 9 percent in constant currency sales
in FY 2016, more than our original outlook and more than twice the growth of
FY 2015.
We posted gains in constant currency sales
year-over-year in Gaming (up 23 percent), Mobile Speakers (up 37 percent) and
Video Collaboration (up 51 percent). We also increased sales in PC Peripherals:
our Mice and Keyboard categories grew 6 percent combined and we achieved our
best sales in Keyboards & Combos in eight years.
We grew across each of our regions. We
grew in our Growth category and in our Profit Maximization
category. In fact, more than 80 percent of
our retail sales were in growing categories. And we increased our market share
across almost all our categories. What’s more, our growth was profitable:
non-GAAP operating income was a better-than-expected $179 million.
INNOVATION ACROSS A DIVERSE
PORTFOLIO
It seems unimaginable that we could have
our strongest year of growth and our third consecutive year of growth in Fiscal
Year 2016 despite continuing steep declines in the PC and iPad markets. Just
look at the key facts. First, we grew strongly outside our PC and tablet
peripheral product categories. And second, we even grew our mouse and keyboard
categories modestly through good innovation. This was possible because while the
sales of PCs are declining, the usage of PCs is not. Strong innovation in a
mouse or keyboard can reinvent an old PC.
The new Logitech is more about fundamental
innovation than just portfolio expansion, although it is that too. The
innovation and execution we have driven in our product portfolio have helped
drive this growth. For several years, we have been dedicated to bringing
together high-quality engineering, Design thinking and consumer insights to
craft great product experiences that appeal to millions of consumers. Fiscal
Year 2016 was no exception.
Let’s recall how this approach affects our
oldest category. The new Logitech MX Anywhere 2 wireless mouse – the portable
sibling of our best-selling MX Master mouse – responds to the consumer need for
a beautifully designed, portable mouse that can be used across multiple
computers. The Logitech K380 Multi-Device keyboard also taps into a trend for
switching between devices – this time between tablets, PCs and smartphones. Both
of these products illustrate how a blend of art and science that taps into a
genuine consumer need can contribute to growth, even in a declining market.
Logi BASE and Logi CREATE are additional
examples of this approach. Each accessorizes the iPad Pro and is the result of
close collaboration with Apple before the iPad Pro was even launched.
* Note that these results and
comparisons with the prior year focus on results from continuing operations.
They do not include the performance of Lifesize because Logitech separated its
Lifesize division from the Company in December 2015.
THESE
ARE
EXCITING
TIMES.
We are building quite a success story in
other categories too. We had hits in FY 2016 from the new UE BOOM 2 wireless
speaker, the Logitech G900 Chaos Spectrum wireless gaming mouse and our Video
Collaboration portfolio of ConferenceCam products. These bring 360-degree music
to your social activities, professional-grade wireless technology to gamers and
high-definition video to meeting rooms around the world.
We also introduced our Logi Circle
wireless security camera, designed to protect and connect you while you’re away
from home. And a few weeks ago we unveiled Logi ZeroTouch – a simple app that
turns your car into a connected car, allowing you to interact safely with your
smartphone without taking your eyes off the road.
The list of home-grown product successes
goes on and we’ve also expanded our presence in markets through acquisition. Our
acquisition of Jaybird, a leader in wireless audio wearables for sports and
active lifestyles, saw us add their award-winning X2 wireless buds to our
portfolio. And just weeks later, we launched new Jaybird Freedom wireless buds,
to immediate acclaim by media and consumers.
These and other products comprise our
diverse and balanced portfolio of product categories and brands. They have
contributed to a record-breaking nine Red Dot design awards, eight iF awards and
five GOOD DESIGN awards in Calendar Year 2016 alone. Such recognition underscores
the value in our pursuit of becoming a Design-centric company.
LOOKING FORWARD
Fiscal Year 2016 demonstrates the
transformation we have undergone at Logitech. Over these past three years, we
have returned to profitable growth, from a 7 percent decline in 2013 to 9 percent
growth last year. We have established and expanded on our category leadership
and have a diverse portfolio of which we can be proud. An investment in Logitech
stock at the start of FY 2014 would have generated a return of nearly 130
percent over the past three fiscal years and we continue to return value to you
through dividends and share buybacks.
As we enter the year of our thirty-fifth
anniversary, which we’ll celebrate on October 2, 2016, we feel young again. Our
innovation engine has momentum. And we continue, like a hungry young company, to
manage our costs prudently – re-investing a portion of savings back into
innovation to drive profitable growth on the top line. Of course, Logitech faces
a competitive environment, with the added pressure of economic headwinds,
uncertainty following Brexit and the constant state of change and disruption
that marks our categories. Yet, where some see challenges, we see numerous
growth opportunities. All of our broad market areas – Creativity &
Productivity, Gaming, Music, Video Collaboration and Home – offer opportunities
for profitable growth.
These are exciting times. We’re grateful
to our employees for their hard work and dedication in getting us here. We’re
also extremely grateful to you, our shareholders, for believing in us. We look
forward to building our future together, in the next chapter for the new
Logitech. We are just getting started. Young again.
Guerrino De Luca
Chairman of the Board
Bracken P. Darrell
President and Chief Executive Officer
July 22, 2016
To our shareholders:
You are cordially invited to attend
Logitech’s 2016 Annual General Meeting. The meeting will be held on Wednesday,
September 7, 2016 at 2:00 p.m. at the SwissTech Convention Center, EPFL, in
Lausanne, Switzerland.
Enclosed is an agenda for the meeting,
information about the proposals being voted on, how you can exercise your voting
rights and other relevant information. We encourage you to go online to the
Investors section of the Logitech website,
http://ir.logitech.com
, to access more
detailed 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
LOGITECH INTERNATIONAL
S.A.
Invitation to the Annual General
Meeting
Wednesday, September 7, 2016 –
2:00 p.m. (registration starts at 1:30 p.m.)
SwissTech Convention Center, EPFL –
Lausanne, Switzerland
AGENDA
A. Reports
Report on Operations for the fiscal year
ended March 31, 2016
B. Proposals
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1.
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Approval of the Annual Report,
the consolidated financial statements and the statutory financial statements
of Logitech International S.A. for fiscal year 2016
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 2016 be approved.
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2.
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Advisory vote to approve
executive compensation
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The Board of Directors proposes
that shareholders approve, on an advisory basis, the compensation of
Logitech’s named executive officers disclosed in Logitech’s Compensation
Report for fiscal year 2016.
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3.
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Appropriation of retained
earnings and declaration of dividend
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The Board of Directors proposes
that CHF 653,367,040 (approximately USD 680,503,500 based on the exchange
rate on March 31, 2016) of retained earnings be appropriated as
follows:
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Year
ended
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March 31, 2016
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Retained earnings
available at the end of fiscal year 2016
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CHF 653,367,040
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Proposed
dividends
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CHF (90,200,000
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Balance of retained
earnings to be carried forward
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CHF 563,167,040
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The Board of Directors approved and
proposes distribution of a gross aggregate dividend of CHF 90,200,000
(approximately USD 93,946,300, based on the exchange rate on March 31, 2016), or
approximately CHF 0.5554 per share (approximately USD 0.5785 per share).
1
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 0.5554 per share (or
approximately CHF 0.3610 per share after deduction of 35% Swiss withholding tax
whenever required) will be made on or about September 27, 2016 to all
shareholders on record as of the record date (which will be on or about
September 26, 2016). We expect that the shares will be traded ex dividend as of
approximately September 23, 2016.
____________________
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The per share approximations are
based on 162,409,503 shares outstanding, net of treasury shares, as of
March 31, 2016. 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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4.
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Amendment and restatement of the
2006 Stock Incentive Plan, including an increase to the number of shares
available for issuance under the Plan
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The Board of Directors proposes
that shareholders approve amendments to and the restatement of the
Logitech International S.A. 2006 Stock Incentive Plan (the “Plan”) to
authorize five million seven hundred fifty thousand (5,750,000) additional
shares for issuance under the Plan, to improve the Company’s corporate
governance practices, and to implement other best practices.
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5.
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Release of the Board of Directors
and Executive Officers from liability for activities during fiscal year
2016
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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
2016.
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6.
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Elections to the Board of
Directors
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The Board proposes that each of
Dr. Edouard Bugnion, Mr. Bracken Darrell, Ms. Sally Davis, Mr. Guerrino De
Luca, Ms. Sue Gove, Mr. Didier Hirsch, Dr. Neil Hunt, Mr. Dimitri
Panayotopoulos and Dr. Lung Yeh be re-elected to the Board for another
one-year term ending at the closing of the 2017 Annual General Meeting.
The Board of Directors also proposes that Dr. Patrick Aebischer be elected
to the Board for a one-year term ending at the closing of the 2017 Annual
General Meeting. There will be a separate vote on each
nominee.
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7.
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Election of the Chairman of the
Board
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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 2017 Annual
General Meeting.
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8.
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Elections to the Compensation
Committee
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The Board of Directors proposes
that each of Ms. Sally Davis, Dr. Neil Hunt and Mr. Dimitri Panayotopoulos
be re-elected to the Compensation Committee for another one-year term
ending at the closing of the 2017 Annual General Meeting. The Board also
proposes that Dr. Edouard Bugnion be elected to the Compensation Committee
for a one-year term ending at the closing of the 2017 Annual General
Meeting. There will be a separate vote on each nominee.
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9.
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Approval of Compensation for the
Board of Directors for the 2016 to 2017 Board Year
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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 2016 until the Annual General Meeting
2017 (the “2016 – 2017 Board Year”), subject to adjustment for certain
changes in the applicable currency exchange rate.
2
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10.
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Approval of Compensation for the
Group Management Team for Fiscal Year 2018
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The Board of Directors proposes
that the shareholders approve a maximum aggregate amount of the
compensation of the Group Management Team of USD 20,200,000 for fiscal year
2018, subject to adjustment for certain changes in the applicable currency
exchange rate.
3
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11.
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Re-election of KPMG AG as
Logitech’s auditors and ratification of the appointment of KPMG LLP as
Logitech’s independent registered public accounting firm for fiscal year
2017
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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 Logitech’s
independent registered public accounting firm for fiscal year 2017 be
ratified.
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12.
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Re-election of Ms. Béatrice
Ehlers as Independent Representative
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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 2017 Annual General
Meeting.
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Apples, Switzerland, July 22, 2016
The Board of
Directors
____________________
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For each decrease of 0.01 in the exchange rate of the Swiss Franc
against the U.S. Dollar below the assumed level of USD 1.0288 to CHF 1.00,
if any, the maximum aggregate amount of the compensation of the Board of
Directors will increase by CHF 22,000 for the 2016 – 2017 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.
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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 1.0288 to CHF 1.00,
if any, the maximum aggregate amount of the compensation of the Group
Management Team will increase by USD 29,000 for fiscal year 2018. This
adjustment reflects the fact that the compensation of one member of our
Group Management Team is set in Swiss Francs.
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ACCESSING ADDITIONAL
MATERIALS
A copy of Logitech’s 2016 Invitation,
Proxy Statement and Annual Report to Shareholders and our Annual Report on Form
10-K for fiscal year 2016 filed with the U.S. Securities and Exchange Commission
(the “SEC”) are available on our Investor Relations website at
http://ir.logitech.com. Shareholders may also request free copies of these
materials by contacting Logitech Investor Relations at
LogitechIR@logitech.com
or
by postal mail at 7700 Gateway Boulevard, Newark, California 94560.
FURTHER INFORMATION FOR REGISTERED
SHAREHOLDERS
How can I vote if I do not plan to
attend the meeting?
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
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Swiss Share Register – Response
Coupon
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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.
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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
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U.S. Share Register – Proxy Card
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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.
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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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How can I attend the
meeting?
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 1, 2016, you may
attend the meeting by presenting proof of identification at the
meeting.
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Swiss Share Register – Internet
Voting
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Swiss Share Register – Response
Coupon
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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.
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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 1, 2016.
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U.S. Share Register – Internet Voting
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U.S. Share Register – Proxy Card
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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.
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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 1,
2016.
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Can I have another person represent me
at the meeting?
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 1, 2016. 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.
Can I sell my shares before the meeting
if I have voted?
Logitech does not block the transfer of
shares before the meeting. However, if you sell your Logitech shares before the
meeting and Logitech’s 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 1, 2016 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?
You may change your vote by Internet or by
mail through September 1, 2016. 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
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Swiss Share Register – Response
Coupon
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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 1, 2016, 23:59 (Central European Time), or you
may attend the meeting and vote in person.
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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 1, 2016, or you
may attend the meeting and vote in person.
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U.S. Share Register – Internet Voting
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U.S. Share Register – Proxy Card
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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 1, 2016, 11:59 p.m. (U.S. Eastern
Daylight Time), or you may attend the meeting and vote in
person.
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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 1, 2016, or you may attend the meeting and vote in
person.
|
If I vote by proxy, what happens if I
do not give specific voting instructions?
|
Swiss Share Register – Internet Voting
|
|
Swiss Share Register – Response
Coupon
|
|
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.
|
|
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
|
|
U.S. Share Register – Proxy Card
|
|
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.
|
|
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?
If you have any questions or need
assistance in voting your shares, please call Devigus Shareholder Services at
+41-41-798-48-33 or e-mail us at
LogitechIR@logitech.com
.
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