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| LOGI > SEC Filings for LOGI > Form 8-K on 11-Sep-2012 | All Recent SEC Filings |
11-Sep-2012
Change in Directors or Principal Officers, Submission of Matters to a V
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.
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
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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
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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
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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
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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
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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
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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
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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.
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
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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