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LOGI > SEC Filings for LOGI > Form 8-K on 9-Sep-2013All Recent SEC Filings

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Form 8-K for LOGITECH INTERNATIONAL SA


9-Sep-2013

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 1996 Employee Share Purchase Plan (U.S.) and 2006 Employee Share Purchase Plan (Non-U.S.) (together, the "ESPPs"), to authorize making eight million (8,000,000) additional shares available for purchase under the ESPPs and to incorporate changes in law and implement certain best practices. The Company's shareholders also approved the amendment and restatement of the Logitech Management Performance Bonus Plan (the "Bonus Plan") to allow Logitech to retain the ability to grant awards to Logitech executive officers that are fully deductible for U.S. federal income tax purposes.

The ESPPs and the Bonus Plan are described in the Company's definitive proxy statement filed on July 23, 2013.



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 4, 2013. 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 2013

           For                 Against          Abstain         Broker Non-Votes
             65,623,487        1,293,462         1,568,096                  7,723
                   98.1 %            1.9 %             N/A                    N/A

Proposal 2: Advisory vote on executive compensation

           For                 Against          Abstain         Broker Non-Votes
             47,684,428        9,558,213        11,242,405              9,321,273
                   83.3 %           16.7 %             N/A                    N/A

Proposal 3: Appropriation of retained earnings and declaration of dividend

           For                 Against          Abstain         Broker Non-Votes
             66,744,368          231,856         1,508,822                  7,723
                   99.7 %            0.3 %             N/A                    N/A

Proposal 4: Amendment and restatement of the Company's 1996 Employee Share Purchase Plan (U.S.) and 2006 Employee Share Purchase Plan (Non-U.S.), including an increase of 8 million shares to the number of shares available for purchase under the ESPPs

           For                 Against          Abstain         Broker Non-Votes
             54,507,510        2,949,534        11,027,602              9,321,273
                   94.9 %            5.1 %             N/A                    N/A

Proposal 5: Amendment and restatement of the Logitech Management Performance Bonus Plan

           For                 Against          Abstain         Broker Non-Votes
             50,189,554        7,182,130        11,112,962              9,321,273
                   87.5 %           12.5 %             N/A                    N/A


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

          For                 Against           Abstain         Broker Non-Votes
            29,809,918        17,185,475        11,164,409              9,321,274
                  63.4 %            36.6 %             N/A                    N/A

Proposal 7: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2013

          For                 Against           Abstain         Broker Non-Votes
            46,006,382         1,143,689        11,009,731              9,321,273
                  97.6 %             2.4 %             N/A                    N/A

Proposal 8.1: Re-election of Mr. Daniel Borel

          For                 Against           Abstain         Broker Non-Votes
            56,765,539           949,912        10,769,195              9,321,272
                  98.4 %             1.6 %             N/A                    N/A

Proposal 8.2: Re-election of Mr. Kee-Lock Chua

          For                 Against           Abstain         Broker Non-Votes
            56,600,055         1,093,998        10,790,593              9,321,272
                  98.1 %             1.9 %             N/A                    N/A

Proposal 8.3: Re-election of Ms. Sally Davis

          For                 Against           Abstain         Broker Non-Votes
            56,903,432           781,507        10,797,267              9,321,272
                  98.6 %             1.4 %             N/A                    N/A

Proposal 8.4: Re-election of Mr. Guerrino De Luca

          For                 Against           Abstain         Broker Non-Votes
            42,459,051        15,191,549        10,831,606              9,321,272
                  73.6 %            26.4 %             N/A                    N/A

Proposal 8.5: Re-election of Mr. Didier Hirsch

          For                 Against           Abstain         Broker Non-Votes
            56,883,130           768,884        10,830,191              9,321,272
                  98.7 %             1.3 %             N/A                    N/A

Proposal 8.6: Re-election of Mr. Neil Hunt

          For                 Against           Abstain         Broker Non-Votes
            56,340,537         1,290,709        10,850,960              9,321,272
                  97.8 %             2.2 %             N/A                    N/A

Proposal 8.7: Re-election of Ms. Monika Ribar

          For                 Against           Abstain         Broker Non-Votes
            53,136,948         4,550,785        10,794,473              9,321,272
                  92.1 %             7.9 %             N/A                    N/A


Proposal 8.8: Election of Mr. Bracken P. Darrell

           For                 Against          Abstain         Broker Non-Votes
             54,005,043        3,305,534        11,171,629              9,321,272
                   94.2 %            5.8 %             N/A                    N/A

Proposal 9: 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 2014

For Against Abstain Broker Non-Votes 65,069,673 1,666,635 1,745,898 0 97.5 % 2.5 % 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 dividend approved under Proposal 3 described under Item 5.07 above, the Company has announced that the ex-dividend date (the first trading day without the right to receive the dividend payment) is Thursday, September 12, 2013, the record date is Monday, September 16, 2013 and the payment date is Tuesday, September 17, 2013. In order to be eligible to receive the dividend payment, Logitech shares must be purchased by the end of the official trading day on September 11, 2013. 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              1996 Employee Share Purchase Plan (U.S.), as amended and restated
                  on September 4, 2013 (incorporated by reference to Appendix A of
                  the Company's definitive proxy statement filed with the
                  Securities and Exchange Commission on July 23, 2013)

10.2              2006 Employee Share Purchase Plan (Non-U.S.), as amended and
                  restated on September 4, 2013 (incorporated by reference to
                  Appendix B of the Company's definitive proxy statement filed with
                  the Securities and Exchange Commission on July 23, 2013)

10.3              Logitech Management Performance Bonus Plan, as amended and
                  restated on September 4, 2013 (incorporated by reference to
                  Appendix C of the Company's definitive proxy statement filed with
                  the Securities and Exchange Commission on July 23, 2013)


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