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LOGI > SEC Filings for LOGI > Form 8-K on 11-Sep-2012All Recent SEC Filings

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Form 8-K for LOGITECH INTERNATIONAL SA


11-Sep-2012

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 5.07 below, at the Annual General Meeting of Shareholders of Logitech International S.A. ("Logitech" or the "Company"), the Company's shareholders approved the amendment and restatement of the Company's 2006 Stock Incentive Plan (the "Plan"), to authorize seven million three hundred thousand (7,300,000) additional shares for issuance under the Plan, to improve the Company's corporate governance practices, and to implement other best practices.

The Plan is described in the Company's definitive proxy statement filed on July 24, 2012, as supplemented on August 10, 2012.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual General Meeting of Shareholders of the Company was held on September 5, 2012. At the meeting, shareholders voted on the following proposals and cast their votes as follows:

Proposal 1: Approval of the Annual Report, the Compensation Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2012

For Against Abstain Broker Non-Votes 57,191,783 285,953 241,917 0 99.5 % 0.5 % N/A N/A

Proposal 2: Advisory vote on executive compensation

                For             Against         Abstain       Broker Non-Votes
              40,637,703        9,204,541        771,299              7,106,110
                    81.5 %           18.5 %          N/A                    N/A

Proposal 3.1: Appropriation of retained earnings

For Against Abstain Broker Non-Votes 57,225,897 278,078 215,679 0 99.5 % 0.5 % N/A N/A

Proposal 3.2: Distribution of capital contribution reserves

For Against Abstain Broker Non-Votes 55,373,687 2,083,118 262,849 0 96.4 % 3.6 % N/A N/A

Proposal 4: Reduction of share capital by cancellation of repurchased shares

                 For            Against        Abstain       Broker Non-Votes
               50,263,674        165,894        183,577              7,106,109
                     99.7 %          0.3 %          N/A                    N/A

Proposal 5: Amendment and restatement of the 2006 Stock Incentive Plan, including an increase to the number of shares available for issuance under the Plan

                For             Against          Abstain       Broker Non-Votes
              39,517,428        10,629,174        466,544              7,106,108
                    78.8 %            21.2 %          N/A                    N/A


Proposal 6: Authorization to exceed 10% holding of own share capital

                For             Against          Abstain       Broker Non-Votes
              26,985,779        11,071,715        266,707              7,106,110
                    70.9 %            29.1 %          N/A                    N/A

Proposal 7: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2012

For Against Abstain Broker Non-Votes 43,060,701 1,707,956 660,024 0 96.2 % 3.8 % N/A N/A

Proposal 8: Decrease of the term of office for members of the Board of Directors

For Against Abstain Broker Non-Votes 56,977,955 365,946 369,760 0 99.4 % 0.6 % N/A N/A

Proposal 9.1: Re-election of Mr. Erh-Hsun Chang

                For            Against         Abstain        Broker Non-Votes
              49,107,674        245,532        1,244,007              7,106,108
                    99.5 %          0.5 %            N/A                    N/A

Proposal 9.2: Re-election of Mr. Kee-Lock Chua

                For            Against         Abstain        Broker Non-Votes
              48,944,995        388,942        1,263,986              7,106,108
                    99.2 %          0.8 %            N/A                    N/A

Proposal 9.3: Election of Mr. Didier Hirsch

                For            Against         Abstain        Broker Non-Votes
              49,105,589        214,544        1,277,960              7,106,108
                    99.6 %          0.4 %            N/A                    N/A

Proposal 10: Re-election of PricewaterhouseCoopers S.A. as Logitech's auditors and ratification of the appointment of PricewaterhouseCoopers LLP as Logitech's independent registered public accounting firm for fiscal year 2013

For Against Abstain Broker Non-Votes 56,112,747 409,410 1,189,218 0 99.3 % 0.7 % N/A N/A

Under Swiss law, abstentions are not counted towards the calculation of the majority required for passage of the proposals.



Item 8.01 Other Events

With respect to the distribution approved under Proposal 3.2 described under Item 5.07 above (also referred to as a dividend in the Company's press releases and on the Investor Relations page of the Company's website), the Company has announced that the ex-dividend date (the first trading day without the right to receive the dividend payment) is Thursday, September 13, 2012, the record date is Monday, September 17, 2012 and the payment date is Tuesday, September 18, 2012. In order to be eligible to receive the one-time


distribution payment, Logitech shares must be purchased by the end of the official trading day on September 12, 2012. Information regarding the distribution can be found on the Investor Relations page of the Company's website.



Item 9.01 Financial Statements and Exhibits

Exhibit
  No.                                     Description

10.1         2006 Stock Incentive Plan, as amended and restated on September 5,
             2012 (incorporated by reference to Appendix A of the Company's
             definitive additional proxy soliciting materials, as filed with the
             Securities and Exchange Commission on August 10, 2012)


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