false0001032975 0001032975 2020-09-09 2020-09-09


 
 
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 9, 2020
 (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,
Switzerland
None
 
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
 

Logitech International S.A.
Apples
Switzerland
c/o Logitech Inc.
7700 Gateway Boulevard
Newark
California
94560
(Address of principal executive offices and zip code)
 

510
795-8500
(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 class
Trading 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 9, 2020. 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 2020
For
 
Against
 
Abstain
 
Broker Non-Votes
105,925,977
 
222,376
 
146,690
 
-
99.79%
 
0.21%
 
N/A
 
N/A

Proposal 2: Advisory vote to approve executive compensation
For
 
Against
 
Abstain
 
Broker Non-Votes
76,533,091
 
24,159,929
 
270,449
 
5,331,574
76.01%
 
23.99%
 
N/A
 
N/A

Proposal 3: Appropriation of retained earnings and declaration of dividend
For
 
Against
 
Abstain
 
Broker Non-Votes
100,844,213
 
85,927
 
33,329
 
5,331,574
99.91%
 
0.09%
 
N/A
 
N/A

Proposal 4: Amendment of the Articles regarding the creation of an authorized capital
For
 
Against
 
Abstain
 
Broker Non-Votes
82,809,690
 
18,040,089
 
113,690
 
5,331,574
82.02%
 
17.87%
 
0.11%
 
N/A

Proposal 5: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2020
For
 
Against
 
Abstain
 
Broker Non-Votes
98,623,791
 
588,527
 
718,108
 
5,331,574
99.41%
 
0.59%
 
N/A
 
N/A

Proposal 6.A: Re-election of Dr. Patrick Aebischer to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
96,446,445
 
4,457,313
 
59,711
 
5,331,574
95.58%
 
4.42%
 
N/A
 
N/A









Proposal 6.B: Re-election of Ms. Wendy Becker to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
100,484,005
 
408,467
 
70,997
 
5,331,574
99.6%
 
0.4%
 
N/A
 
N/A

Proposal 6.C: Re-election of Dr. Edouard Bugnion to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
100,208,655
 
694,355
 
60,459
 
5,331,574
99.31%
 
0.69%
 
N/A
 
N/A

Proposal 6.D: Re-election of Mr. Bracken Darrell to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
92,191,710
 
8,710,677
 
61,082
 
5,331,574
91.37%
 
8.63%
 
N/A
 
N/A

Proposal 6.E: Re-election of Mr. Guy Gecht to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
98,663,885
 
2,150,006
 
149,578
 
5,331,574
97.87%
 
2.13%
 
N/A
 
N/A

Proposal 6.F: Re-election of Mr. Didier Hirsch to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
100,622,990
 
277,645
 
62,834
 
5,331,574
99.72%
 
0.28%
 
N/A
 
N/A

Proposal 6.G: Re-election of Dr. Neil Hunt to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
98,151,443
 
2,752,956
 
59,070
 
5,331,574
97.27%
 
2.73%
 
N/A
 
N/A

Proposal 6.H: Re-election of Ms. Marjorie Lao to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
98,813,991
 
2,092,212
 
57,266
 
5,331,574
97.93%
 
2.07%
 
N/A
 
N/A

Proposal 6.I: Re-election of Ms. Neela Montgomery to the Board of Directors





For
 
Against
 
Abstain
 
Broker Non-Votes
100,736,950
 
89,652
 
136,867
 
5,331,574
99.91%
 
0.09%
 
N/A
 
N/A

Proposal 6.J: Re-election of Mr. Michael Polk to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
100,104,117
 
792,983
 
66,369
 
5,331,574
99.21%
 
0.79%
 
N/A
 
N/A

Proposal 6.K: Election of Mr. Riet Cadonau to the Board of Directors*
For
 
Against
 
Abstain
 
Broker Non-Votes
74,652,403
 
26,222,288
 
88,778
 
5,331,574
74.01%
 
25.99%
 
N/A
 
N/A
* Mr. Cadonau will take up his mandate on April 1, 2021

Proposal 6.L: Election of Ms. Deborah Thomas to the Board of Directors
For
 
Against
 
Abstain
 
Broker Non-Votes
100,770,968
 
110,769
 
81,732
 
5,331,574
99.89%
 
0.11%
 
N/A
 
N/A

Proposal 7: Election of the Chairperson of the Board
For
 
Against
 
Abstain
 
Broker Non-Votes
100,492,200
 
391,884
 
79,385
 
5,331,574
99.61%
 
0.39%
 
N/A
 
N/A

Proposal 8.A: Re-election of Dr. Edouard Bugnion to the Compensation Committee
For
 
Against
 
Abstain
 
Broker Non-Votes
96,340,961
 
4,508,412
 
114,096
 
5,331,574
95.53%
 
4.47%
 
N/A
 
N/A

Proposal 8.B: Re-election of Dr. Neil Hunt to the Compensation Committee
For
 
Against
 
Abstain
 
Broker Non-Votes
94,297,416
 
6,545,244
 
120,809
 
5,331,574
93.51%
 
6.49%
 
N/A
 
N/A







Proposal 8.C: Re-election of Mr. Michael Polk to the Compensation Committee
For
 
Against
 
Abstain
 
Broker Non-Votes
96,099,234
 
4,745,636
 
118,599
 
5,331,574
95.29%
 
4.71%
 
N/A
 
N/A

Proposal 8.D: Election of Mr. Riet Cadonau to the Compensation Committee*
For
 
Against
 
Abstain
 
Broker Non-Votes
81,480,675
 
19,323,476
 
159,318
 
5,331,574
80.83%
 
19.17%
 
N/A
 
N/A
* Mr. Cadonau will take up his mandate on April 1, 2021

Proposal 9: Approval of Compensation for the Board of Directors for the 2020 to 2021 Board Year
For
 
Against
 
Abstain
 
Broker Non-Votes
98,784,509
 
1,845,952
 
333,008
 
5,331,574
98.17%
 
1.83%
 
N/A
 
N/A

Proposal 10: Approval of Compensation for the Group Management Team for Fiscal Year 2022
For
 
Against
 
Abstain
 
Broker Non-Votes
84,415,157
 
16,200,716
 
347,596
 
5,331,574
83.90%
 
16.10%
 
N/A
 
N/A

Proposal 11: 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 2021
For
 
Against
 
Abstain
 
Broker Non-Votes
105,898,192
 
227,175
 
169,676
 
-
99.79%
 
0.21%
 
N/A
 
N/A

Proposal 12: Re-election of Etude Regina Wenger and Sarah Keiser-Wüger as Independent Representative
For
 
Against
 
Abstain
 
Broker Non-Votes
100,868,010
 
54,397
 
41,062
 
5,331,574
99.95%
 
0.05%
 
N/A
 
N/A

Under the Company's Articles, abstentions are not counted towards the calculation of the majority required for the 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 (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 Friday, September 18, 2020 on both the SIX Swiss Exchange and the Nasdaq Global Select Market, the record date is expected to be Monday, September 21, 2020, and the payment date is expected to be Tuesday, September 22, 2020. 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 17, 2020. 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 and Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
 
 

 
Logitech International S.A.
 
 
 
 
 
/s/ Samantha Harnett
 
 
 
Samantha Harnett
 
General Counsel and Corporate Secretary
 
 
September 11, 2020
 
 
 
 
 

























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