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Form 8-K LOGITECH INTERNATIONAL For: Sep 14

September 16, 2022 4:42 PM
0001032975false00010329752022-09-142022-09-14

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report: September 14, 2022
 (Date of earliest event reported)
 
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 0-29174
 

Canton of Vaud,SwitzerlandNone
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
 

Logitech International S.A.
EPFL - Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne, Switzerland
c/o Logitech Inc.
7700 Gateway Boulevard
Newark
California
94560
(Address of principal executive offices and zip code)
 

510795-8500
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o  

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Registered Shares
LOGN
SIX Swiss Exchange
Registered Shares
LOGI
Nasdaq Global Select Market

 




Item 5.07    Submission of Matters to a Vote of Security Holders

The Annual General Meeting of Shareholders (the “AGM”) of Logitech International S.A. (“Logitech” or the “Company”)
was held on September 14, 2022. At the meeting, shareholders voted on the following proposals and cast their votes as follows:

Proposal 1: Approval of the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2022
ForAgainstAbstainBroker Non-Votes
80,105,85382,775153,582
99.90%0.10%N/AN/A

Proposal 2: Advisory vote to approve executive compensation
ForAgainstAbstainBroker Non-Votes
64,609,00313,463,571428,5811,841,055
82.76%17.24%N/AN/A

Proposal 3: Appropriation of retained earnings and declaration of dividend
ForAgainstAbstainBroker Non-Votes
78,298,348122,73380,0741,841,055
99.84%0.16%N/AN/A

Proposal 4: Amendment of the Articles regarding the creation of an authorized capital
ForAgainstAbstainBroker Non-Votes
74,309,3604,025,231167,7451,841,055
94.66%5.13%0.21%N/A

Proposal 5: Amendment of the Articles regarding the holding of virtual shareholder meetings
ForAgainstAbstainBroker Non-Votes
71,883,5896,443,583175,1641,841,055
91.77%8.23%N/AN/A

Proposal 6: Amendment of the Articles regarding the name of the municipality in which Logitech's registered seat is located
ForAgainstAbstainBroker Non-Votes
78,076,147291,365134,8241,841,055
99.63%0.37%N/AN/A

Proposal 7: Amendment and restatement of the 2006 Stock Incentive Plan, including an increase to the number of shares available for issuance under the Plan
ForAgainstAbstainBroker Non-Votes
63,875,46214,303,403323,4711,841,055
81.70%18.30%N/AN/A




Proposal 8: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2022
ForAgainstAbstainBroker Non-Votes
74,552,250185,7392,591,9401,841,055
99.75%0.25%N/AN/A

Proposal 9: Elections to the Board of Directors
Proposal 9.A: Re-election of Dr. Patrick Aebischer to the Board of Directors
ForAgainstAbstainBroker Non-Votes
76,011,1552,317,447173,7341,841,055
97.04%2.96%N/AN/A

Proposal 9.B: Re-election of Ms. Wendy Becker to the Board of Directors
ForAgainstAbstainBroker Non-Votes
75,068,9871,161,4372,271,9121,841,055
98.48%1.52%N/AN/A

Proposal 9.C: Re-election of Dr. Edouard Bugnion to the Board of Directors
ForAgainstAbstainBroker Non-Votes
78,012,151316,514173,6711,841,055
99.60%0.40%N/AN/A

Proposal 9.D: Re-election of Mr. Bracken Darrell to the Board of Directors
ForAgainstAbstainBroker Non-Votes
69,702,1278,617,190183,0191,841,055
89.00%11.00%N/AN/A

Proposal 9.E: Re-election of Mr. Guy Gecht to the Board of Directors
ForAgainstAbstainBroker Non-Votes
74,041,2094,253,368207,7591,841,055
94.57%5.43%N/AN/A

Proposal 9.F: Re-election of Ms. Marjorie Lao to the Board of Directors
ForAgainstAbstainBroker Non-Votes
75,957,2422,353,959191,1351,841,055
96.99%3.01%N/AN/A

Proposal 9.G: Re-election of Ms. Neela Montgomery to the Board of Directors
ForAgainstAbstainBroker Non-Votes
75,914,154316,5612,271,6211,841,055
99.58%0.42%N/AN/A




Proposal 9.H: Re-election of Mr. Michael Polk to the Board of Directors
ForAgainstAbstainBroker Non-Votes
76,678,0861,648,930175,3201,841,055
97.89%2.11%N/AN/A

Proposal 9.I: Re-election of Ms. Deborah Thomas to the Board of Directors
ForAgainstAbstainBroker Non-Votes
78,055,175265,872181,2891,841,055
99.66%0.34%N/AN/A

Proposal 9.J: Election of Mr. Christopher Jones
ForAgainstAbstainBroker Non-Votes
77,979,787293,672228,8771,841,055
99.62%0.38%N/AN/A

Proposal 9.K: Election of Mr. Kwok Wang Ng
ForAgainstAbstainBroker Non-Votes
77,781,610509,877210,8491,841,055
99.35%0.65%N/AN/A

Proposal 9.L: Election of Mr. Sascha Zahnd
ForAgainstAbstainBroker Non-Votes
77,913,743378,095210,4981,841,055
99.52%0.48%N/AN/A

Proposal 10: Election of the Chairperson of the Board
ForAgainstAbstainBroker Non-Votes
75,163,7723,154,924183,6401,841,055
95.97%4.03%N/AN/A

Proposal 11: Elections to the Compensation Committee

Proposal 11.A: Re-election of Dr. Edouard Bugnion to the Compensation Committee
ForAgainstAbstainBroker Non-Votes
74,673,9913,614,211212,1341,841,055
95.38%4.62%N/AN/A

Proposal 11.B: Re-election of Ms. Neela Montgomery to the Compensation Committee
ForAgainstAbstainBroker Non-Votes
72,570,4113,612,1892,317,7361,841,055
95.26%4.74%N/AN/A




Proposal 11.C: Re-election of Mr. Michael Polk to the Compensation Committee
ForAgainstAbstainBroker Non-Votes
73,556,3294,728,326215,6811,841,055
93.96%6.04%N/AN/A

Proposal 11.D: Election of Mr. Kwok Wang Ng to the Compensation Committee
ForAgainstAbstainBroker Non-Votes
77,476,761789,981233,5941,841,055
98.99%1.01%N/AN/A

Proposal 12: Approval of Compensation for the Board of Directors for the 2022 to 2023 Board Year
ForAgainstAbstainBroker Non-Votes
76,652,5841,498,375349,3771,841,055
98.08%1.92%N/AN/A

Proposal 13: Approval of Compensation for the Group Management Team for fiscal year 2024
ForAgainstAbstainBroker Non-Votes
65,142,03312,984,068374,2351,841,055
83.38%16.62%N/AN/A

Proposal 14: 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 2023
ForAgainstAbstainBroker Non-Votes
79,383,930820,084137,311
98.98%1.02%N/AN/A

Proposal 15: Re-election of Etude Regina Wenger and Sarah Keiser-Wüger as Independent Representative
ForAgainstAbstainBroker Non-Votes
78,294,71862,275143,2771,841,055
99.92%0.08%N/AN/A

Under the Company's Articles, abstentions are not counted towards the calculation of the majority required for passage of the proposals, except when Swiss law requires approval of two-thirds of the shares represented at the AGM, which was the case in respect to the amendment of the Articles regarding the creation of an authorized capital (Proposal 4); in such a case, abstentions count as votes against the proposal.



Item 8.01    Other Events

With respect to the dividend approved under Proposal 3 described under Item 5.07 above, the Company has announced that the ex-dividend date (the first trading day without the right to receive the dividend payment) is expected to be Monday, September 26, 2022 on both the SIX Swiss Exchange and the Nasdaq Global Select Market, the record date is expected to be Tuesday, September 27, 2022, and the payment date is expected to be Wednesday, September 28, 2022. In order to be eligible to receive the dividend payment, Logitech shares must be purchased by the end of the official trading day on the SIX Swiss Exchange or the Nasdaq Global Select Market on September 23, 2022. Information regarding the pending dividend can be found on the Dividend page of the Logitech Investor Relations site within the Company’s corporate website.








 
 SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 

 Logitech International S.A.
  
 /s/ Samantha Harnett
  
 Samantha Harnett
 General Counsel and Corporate Secretary
September 16, 2022 
 




















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IDEA: Financial_Report.xlsx

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