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 [X]	
Filed by a Party other than the Registrant [   ] 	
 	
Check the appropriate box:	
 	
[   ]	      	Preliminary Proxy Statement	
[   ]	 	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	
[X]	 	Definitive Proxy Statement	
[   ]	 	Definitive Additional Materials	
[   ]	 	Soliciting Material Pursuant to §240.14a-12	

 	Logitech International S.A.	 	
 	(Name of Registrant as Specified In Its Charter)	 	

 	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)	 	

Payment of Filing Fee (Check the appropriate box):	
[X]	      	No fee required.	
[   ]	 	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.	
				 	
 	 	1)	        	Title of each class of securities to which transaction applies:	
 	 	 	 	 	
		2)		Aggregate number of securities to which transaction applies:	
				 	
		3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):	
				 	
		4)		Proposed maximum aggregate value of transaction:	
				 	
		5)		Total fee paid:	
				 	
[   ]	 	Fee paid previously with preliminary materials.	
		 	
[   ]	 	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.	
				 	
 	 	1)	 	Amount Previously Paid:	
 	 	 	 	 	
	 	2)	 	Form, Schedule or Registration Statement No.:	
 	 	 	 	 	
	 	3)	 	Filing Party:	
 	 	 	 	 	
	 	4)	 	Date Filed:	

	      	     	July 24, 2015
To our shareholders:
You are cordially invited to attend Logitech’s 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 Logitech’s 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

 

 

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	
       		
	Report on Operations for the fiscal year ended March 31, 2015	
 	
B.	Proposals	
 	
	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	
	 	
	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	
	 	
		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	
	 	
		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 Logitech’s auditors and ratification of the appointment of KPMG LLP as Logitech’s independent registered public accounting firm for fiscal year 2016	
 	 	
	11.	Re-election of Ms. Béatrice Ehlers as Independent Representative	
	 	
Apples, Switzerland, July 24, 2015		
 	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”?	     	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 Logitech’s 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?		Shareholders registered in the Share Register of Logitech International S.A. (including in the sub-register maintained by Logitech’s 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?		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.	

1  	  		 – 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?	     	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?		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?		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
LOGITECH’S PRINCIPAL
EXECUTIVE OFFICES?		Logitech’s principal executive office in Switzerland is at EPFL – Quartier de l’Innovation, Daniel Borel Innovation Center 1015 Lausanne, Switzerland, and our principal executive office in the United States is at 7700 Gateway Boulevard, Newark, California 94560. Logitech’s 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
LOGITECH’S PROXY
STATEMENT, ANNUAL
REPORT AND OTHER
ANNUAL REPORTING
MATERIALS?		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?		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.	

	 – 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?	     	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?	     	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.	
 		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.	
 		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.	

3  	  		 – Proxy Statement	

Questions and Answers about The Logitech 2015 Annual General Meeting	

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 3, 2015, you may attend the meeting by presenting proof of identification at the meeting.	
 		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.	
 		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?		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.	

	 – 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?	     	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 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?		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.	
 		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.	
 		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.	

5  	  		 – 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?	     	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.	
 		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?		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.	

	 – 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?	     	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?		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.	

7  	  		 – Proxy Statement	

Questions and Answers about The Logitech 2015 Annual General Meeting	

WHO MAY PROVIDE
VOTING INSTRUCTIONS
FOR THE MEETING?	     	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?		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.	

	 – Proxy Statement   	  8	

Questions and Answers about The Logitech 2015 Annual General Meeting	

WHAT HAPPENS
IF I DO NOT GIVE
SPECIFIC VOTING
INSTRUCTIONS?	     	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?		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.	

9  	  		 – 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.	

	 – 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  	  		 – 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 Company’s 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 Company’s 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.

	 – 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  	  		 – 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 Logitech’s 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 Logitech’s auditors, the report of the statutory auditors, Logitech’s 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 Company’s 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.

	 – 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 Logitech’s named executive officers disclosed in Logitech’s Compensation Report for fiscal year 2015.
Explanation
At Logitech’s 2009 and 2010 Annual General Meetings, the Logitech Board of Directors voluntarily asked shareholders to approve Logitech’s 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 Logitech’s 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 Logitech’s 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 Logitech’s performance, while maintaining controls over inappropriate risk-taking by factoring in both annual and long-term performance;	

15  	  		 – 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. Logitech’s 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 Logitech’s 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 Logitech’s 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.”

	 – 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 Company’s 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 Board’s belief that it is in the best interests of Logitech and its shareholders to retain Logitech’s earnings for future investment in the growth of Logitech’s business, for share repurchases, and for the possible acquisition of other companies or lines of business.

17  	  		 – 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 Logitech’s 2015 Annual General Meeting will be based on USD 85,000,000 and the currency exchange rate effective on the date of Logitech’s 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.	

	 – 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  	  		 – 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. Bugnion’s candidacy as a nominee was recommended by our director, Mr. Daniel Borel, and Korn Ferry in Switzerland, an executive search firm. Ms. Sue Gove’s candidacy as a nominee was recommended by Russell Reynolds, an executive search firm. Dr. Lung Yeh’s 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 Logitech’s 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 Company’s 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.

	 – 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 Cisco’s 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 Master’s 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. Bugnion’s 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  	  		 – 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  	  		 – 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  	  		 – 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 Logitech’s Articles of Incorporation. Article 19 quarter, paragraph 1(a) of Logitech’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s, 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 Company’s 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 Company’s 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 Luca’s 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  	  		 – 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 Company’s Group Management Team must be subject each year to a binding shareholder vote, in the manner contemplated by Logitech’s Articles of Incorporation. Article 19 quarter, paragraph 1(b) of Logitech’s 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 Logitech’s 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.
Logitech’s 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.
Logitech’s 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 Logitech’s 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 Company’s, individual executives’ or other performance goals, and for fiscal year 2017 is expected to continue to range from 0% to 200% of the executive’s 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  	  		 – Proxy Statement	

Agenda Proposals and Explanations	

Proposal 10
 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 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 Logitech’s 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 Company’s independent registered public accounting firm for the fiscal year ending March 31, 2016 for purposes of U.S. securities law reporting. Logitech’s Articles of Incorporation do not require that shareholders ratify the appointment of KPMG LLP as the Company’s 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 Company’s 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 Logitech’s 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 Logitech’s 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.
Logitech’s 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 Company’s 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 director’s business and personal activities as they may relate to Logitech and Logitech’s management.

	 – 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. Bousquette’s 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 Company’s 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  	  		 – 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.	

	 – Proxy Statement   	  34	

Corporate Governance and Board of Directors Matters	

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 Logitech’s 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 Logitech’s 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 Logitech’s 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.	

35  	  		 – Proxy Statement	

Corporate Governance and Board of Directors Matters	

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 world’s 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. Hunt’s 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.	

	 – Proxy Statement   	  36	

Corporate Governance and Board of Directors Matters	

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 Panalpina’s Executive Board from February 2000 to May 2013, serving as Panalpina’s 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 Panalpina’s 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 Master’s 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.	

37  	  		 – Proxy Statement	

Corporate Governance and Board of Directors Matters	

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 Company’s 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 l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland, or c/o Logitech Inc., 7700 Gateway Boulevard, Newark, CA 94560, USA.
Under the Company’s 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

	 – Proxy Statement   	  38	

Corporate Governance and Board of Directors Matters	

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 Logitech’s 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 director’s 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 Logitech’s 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  	  		 – Proxy Statement	

Corporate Governance and Board of Directors Matters	

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 Company’s 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 director’s 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.	

	 – Proxy Statement   	  40	

Corporate Governance and Board of Directors Matters	

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 Company’s 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 Company’s 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 Board’s 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 Company’s 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 Company’s 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 Company’s annual report;	

41  	  		 – Proxy Statement	

Corporate Governance and Board of Directors Matters	

●	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 Company’s 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 Logitech’s 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 Logitech’s 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.

	 – Proxy Statement   	  42	

Corporate Governance and Board of Directors Matters	

●	The Board reviews and approves significant changes in Logitech’s 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 Board’s Role in Risk Oversight
One of the Board’s 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 Board’s 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 Company’s 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 Board’s 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 Logitech’s risk tolerance in cash-management investments. The Board’s role in oversight does not have a direct impact on the Board’s 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.

43  	  		 – Proxy Statement	

Corporate Governance and Board of Directors Matters	

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.

Board Committees	

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 Committee’s meetings, if any, during the quarter.
Each Committee has a written charter approved by the Board. The chair of each Committee determines the Committee’s 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 Logitech’s 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 Committee’s independent investigation of certain accounting matters related to Logitech’s 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 Company’s 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 Company’s internal controls and disclosure controls and procedures;	
●	reviews the independence, fee arrangements, audit scope, and performance of the Company’s 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 Logitech’s 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 Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management; and 
 	
●	reviews, before release, the audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s 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 Company’s quarterly report of financial results, preceding the filing of the Company’s 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 Committee’s invitation, the Company’s Chief Financial Officer, Corporate Controller, Vice President of Internal Audit and General Counsel or Associate General Counsel attended each meeting, and representatives from the Company’s 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 Committee’s independent investigation of certain accounting matters related to Logitech’s 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 Logitech’s 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 Company’s 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 Committee’s invitation, the Company’s Vice President of People & Culture and the Vice President, Total Rewards (formerly Worldwide Compensation & Benefits) attended each meeting, and the Committee’s 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 Company’s Compensation Report for further information on the Compensation Committee’s 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 Committee’s 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 Committee’s 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 l’Innovation
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	
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	

Security Ownership	

*	    	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 l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland / 7700 Gateway Boulevard, Newark, California 94560.	
 	
(2)		To Logitech’s 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 Logitech’s 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. Borel’s spouse. As of June 30, 2015, Mr. Borel’s 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	

Security Ownership	

●	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 Logitech’s business interests, which could adversely affect its reputation or which could interfere with the fulfillment of the responsibilities of the employee’s 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 Logitech’s 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.

SEC Rules	

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	

Independent Auditors	

Under Logitech’s Articles of Incorporation, the shareholders elect or re-elect the Company’s independent auditors each year at the Annual General Meeting.
Logitech’s 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 Logitech’s 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 Company’s 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 Company’s 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 Logitech’s 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 KPMG’s 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 Logitech’s independent auditors and as Logitech’s 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 Company’s 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 Company’s 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 Company’s 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	

Independent Auditors	

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 Logitech’s 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 Logitech’s 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 Logitech’s now discontinued Revue product. The restated fiscal year 2012 consolidated financial statements are included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014. In addition, as previously disclosed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2013, the Company’s 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 Committee’s investigation and the restatement of the Company’s financial statements the Company’s 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 Company’s 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 Company’s plans to remediate them, are set forth in Item 9A of the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2013 and in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014. Accordingly, the reports of PwC LLP on the Company’s internal control over financial reporting as of March 31, 2013 and as of March 31, 2014 as well as management’s reports as of the same date,

	 – Proxy Statement   	  54	

Independent Auditors	

which were included in the Company’s Annual Reports on Form 10-K for Fiscal Years 2013 and 2014, respectively, contained qualified opinions thereon. The material weaknesses in the Company’s 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 Company’s financial
statements for the fiscal year ending March 31, 2015. KPMG LLP’s engagement to serve as the Company’s new independent registered public accounting firm became effective on November 13, 2014.
During the Company’s 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 Company’s 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.

Audit and Non-Audit Fees	

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	

Independent Auditors	

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.

	 – Proxy Statement   	  56	

Report of the Audit Committee	

The Audit Committee is responsible for overseeing Logitech’s accounting and financial reporting processes and audits of Logitech’s 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 Logitech’s financial statements and reports, Logitech’s internal auditors, as well as KPMG, Logitech’s independent auditors, which is responsible for expressing an opinion on the conformity of Logitech’s audited financial statements to generally accepted accounting principles and attesting to the effectiveness of Logitech’s 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 accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s 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 Logitech’s 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 Logitech’s directors, executive officers and any persons who own more than 10% of Logitech’s 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.	

	 – Proxy 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.	

Executive Summary	

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 Logitech’s 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 Company’s 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 Management’s 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 CEO’s 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:

	 – Proxy 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  	     	– Proxy 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.

	 – Proxy Statement   	  62	

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 Company’s 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 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.	
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 Logitech’s 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 structure’s 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 Committee’s 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  	     	– Proxy Statement	

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 executive’s performance;	
	 	
●	Each individual executive’s skills, experience, qualifications and marketability;	
	 	
●	The Company’s performance against financial goals and objectives;	
	 	
●	The Company’s performance relative to both industry competitors and its compensation peer group;	
	 	
●	The positioning of the amount of each executive’s compensation in a ranking of peer compensation;	
	 	
●	The compensation practices of the Company’s 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

	 – Proxy Statement   	  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 year’s 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 officer’s 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 officer’s 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 CEO’s 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  	     	– Proxy 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 Radford’s 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 Logitech’s 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.

	 – Proxy Statement   	  66	

Compensation Report for Fiscal Year 2015	

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	
75 th Percentile	     	   $3,933.9	  	     	     $10,601.4	     	
50 th Percentile		2,287.0			8,245.8		
25 th 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	

	67  	     	– Proxy Statement	

Compensation Report for Fiscal Year 2015	

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	
75 th Percentile	     	    $2,514	   	     	      $5,288	      	
50 th Percentile		1,804			3,384		
25 th 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.

	 – Proxy Statement   	  68	

Compensation Report for Fiscal Year 2015	

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.	

	69  	     	– Proxy Statement	

Compensation Report for Fiscal Year 2015	

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 arm’s-length negotiation at the time we hire the individual executive officer, taking into

	 – Proxy Statement   	  70	

Compensation Report for Fiscal Year 2015	

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 officer’s 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. Darrell’s 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.

	71  	     	– Proxy Statement	

Compensation Report for Fiscal Year 2015	

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 individual’s role and contribution to performance. In review of Mr. Darrell’s 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%	

	 – Proxy Statement   	  72	

Compensation Report for Fiscal Year 2015	

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. Stolk’s 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 officer’s 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 period’s average exchange rate for that currency. For additional information regarding “constant currency” sales, please refer to the section entitled Management’s 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 management’s recommendation and consistent with the presentation of our financial results to investors,

	73  	     	– Proxy Statement	

Compensation Report for Fiscal Year 2015	

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 CEO’s 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. Pilette’s 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 Company’s 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 PwC’s independence issue to preserve the Company’s 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 CEO’s 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

	 – Proxy Statement   	  74	

Compensation Report for Fiscal Year 2015	

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 officer’s individual performance for fiscal year 2014. In determining the amount of each executive officer’s equity award, the Compensation Committee took into consideration the recommendations of our CEO (except with respect to his own equity award and the Executive Chairman’s 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. Pilette’s extraordinary performance during fiscal year 2015 and taking into consideration Mr. Pilette’s 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. Pilette’s 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 company’s performance with multiple metrics will provide a more complete picture of the Company’s performance. Mr. Pilette’s PSU grant was based on two performance measures – 50% on Logitech’s 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 Committee’s 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	

	75  	     	– Proxy Statement	

Compensation Report for Fiscal Year 2015	

Performance Share Units
The PSU awards granted to our executive officers in fiscal year 2015 were subject to Logitech’s relative total shareholder return (“TSR”) versus the TSR of companies included in the Nasdaq-100 Index.
The PSUs are “at-risk” compensation because Logitech’s 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 Logitech’s 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 30 th Percentile Rank (threshold)	          	0%	          	
30 th Percentile Rank		50%		
50 th Percentile Rank (target)		100%		
75 th Percentile Rank and Above (maximum)		150%		

The vested percentage attributable to a TSR Percentile Rank between the 30 th and 50 th percentiles, or between the 50 th and 75 th 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

	 – Proxy Statement   	  76	

Compensation Report for Fiscal Year 2015	

officers. Under the plan, pre-tax contributions are allocated to each participant’s 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, Logitech’s 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  	     	– Proxy Statement	

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 Logitech’s 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.	

	 – Proxy Statement   	  78	

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. Pilette’s 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.

	79  	     	– Proxy Statement	

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 officer’s 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 officer’s 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.

	 – Proxy Statement   	  80	

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 Board’s Accounting Standards Codification Section 718, on its decisions in determining the forms of different equity awards.

	81  	     	– Proxy Statement	

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 Committee’s independent compensation consultant, of Logitech’s 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.

	 – Proxy Statement   	  82	

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 Logitech’s 2015 Invitation and Proxy Statement and Annual Report.
Compensation Committee
Sally Davis, Chairman
Matthew Bousquette
Neil Hunt
Monika Ribar

	83  	     	– Proxy 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 Logitech’s 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.	

	 – Proxy 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 Logitech’s 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. Stolk’s 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. Stolk’s 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.	

	85  	     	– Proxy 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 Luca’s 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. Darrell’s 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 Company’s 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 attorney’s 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 Logitech’s 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 Logitech’s 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. Stolk’s 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 Analysis—Elements of Compensation—Performance-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 Analysis—Compensation Elements—Long-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 Logitech’s 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 Logitech’s 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 Analysis—Compensation Elements—Deferred 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 Logitech’s acting Chief Executive Officer from July 2011 through January 2013. Given that the award was based on past service, if Mr. De Luca’s 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 Company’s 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 executive’s “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 executive’s annual base salary in effect immediately prior to the executive’s termination and (ii) the executive’s annual base salary in effect on the date of the Change of Control Agreement; plus
 	
●	The amount of the executive’s 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 Logitech’s assets; or
 	
●	The acquisition by any person of securities of Logitech representing 50% or more of the total voting power of Logitech’s 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 executive’s “current compensation” is for 18 months if Mr. Pilette’s 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. Darrell’s offer letter is defined as: (i) theft, dishonesty, misconduct or falsification of any employment or Logitech records; (ii) improper disclosure of Logitech’s 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. Darrell’s 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. Pilette’s 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 Logitech’s 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 Logitech’s belief that he have not substantially performed his duties.
“Good reason” in Mr. Pilette’s 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 Logitech’s 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. Pilette’s 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. Stolk’s 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. Pilette’s agreement provides for bonus based on annual target bonus. Mr. Stolk’s 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)		$	825,000 1		$	1,031,250 2		$	26,647				N/A			$	1,882,897	
Vincent Pilettte			 										 					
     (if terminating prior to						 								 				
     September 3, 2015)		$	500,000 3			$400,000 4		$	23,343			$	767,079	6		$	1,690,422	

(1)		Represents 100% of Mr. Darrell’s fiscal year 2015 annual base salary in effect on March 31, 2015.	
 	
(2)		Represents 100% of Mr. Darrell’s fiscal year 2015 target bonus in effect on March 31, 2015.	
 	
(3)		Represents 100% of Mr. Pilette’s fiscal year 2015 annual base salary in effect on March 31, 2015.	
 	
(4)		Represents 100% of Mr. Pilette’s 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. Pilette’s initial restricted stock unit grant for 175,000 shares based on Logitech’s 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, Logitech’s 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 Logitech’s 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 Logitech’s fiscal year, and annual service for purposes of Board compensation is measured between the dates of Logitech’s 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 27 th 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).	     	
			 		
	☐		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: 		
			 		
			Name and address of proxy:    	 		

     	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	     	
	 		
	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.	 		
	 	 	 		
      	 	Name: 	 	  	Email Address:  	 	 	     	

     	Date: 	 	  	Signature:    	 	     	
					 		
					EA  		

    									    	
		Instructions for the Independent Representative		 						
     	  	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	 	☐		☐		☐		
		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								
		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		☐		☐		☐		
		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 Logitech’s auditors and ratification of the appointment of KPMG LLP as Logitech’s 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.		

										EB