0001032975false0-2917400010329752023-01-302023-01-30
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 (Date of earliest event
reported)
January 30, 2023
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
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Canton of Vaud, |
Switzerland |
0-29174 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number) |
(IRS Employer
Identification No.)
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Logitech International S.A. |
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EPFL - Quartier de l'Innovation |
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Daniel Borel Innovation Center |
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1015 Lausanne, Switzerland
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c/o Logitech Inc.
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7700 Gateway Boulevard
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Newark
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California
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94560
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(Address of principal executive offices and zip code)
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510 |
795-8500 |
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(Registrant’s telephone number, including area code)
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Not Applicable |
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(Former name or former address, if changed since last
report) |
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 (see General
Instruction A.2):
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Registered Shares |
LOGN
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SIX Swiss Exchange
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Registered Shares |
LOGI
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(c) Appointment of Chief Financial Officer
On January
30,
2023, Logitech International S.A. (the “Company” or “Logitech”)
announced that Charles Boynton will be joining the Company as the
Chief Financial Officer of Logitech, effective on February 6,
2023.
Mr. Boynton, age 54, prior to joining Logitech, served as the
Executive Vice President, Chief Financial Officer of Plantronics,
Inc. (dba Poly), a technology company specializing in video and
video solutions as well as team collaboration, from March 2019 to
October 2022. Prior to joining Poly, Mr. Boynton served as
Executive Vice President and Chief Financial Officer of SunPower
Corporation, a global energy company and provider of solar power
solutions, from March 2012 to May 2018, and continued as an
Executive Vice President until July 2018. Mr. Boynton also served
as the Chairman and Chief Executive Officer of 8point3 General
Partner LLC, the general partner of 8point3 Energy Partners LP, an
affiliate of SunPower, from March 2015 to June 2018. He also served
as SunPower’s Principal Accounting Officer from October 2016 to
March 2018. In March 2012, Mr. Boynton served as SunPower’s Acting
Chief Financial Officer and from June 2010 to March 2012 he served
as SunPower’s Vice President, Finance and Corporate Development,
where he drove strategic investments, joint ventures, mergers and
acquisitions, field finance and financial planning and analysis.
Before joining SunPower in June 2010, Mr. Boynton was the Chief
Financial Officer for ServiceSource, LLC from April 2008 to June
2010. Earlier in his career, Mr. Boynton held key financial
positions at Intelliden, Commerce One, Inc., Kraft Foods, Inc., and
Grant Thornton, LLP. Mr. Boynton earned his master’s degree in
business administration at the Kellogg School of Management at
Northwestern University and holds a Bachelor of Science degree in
Accounting from the Kelley School of Business at Indiana University
Bloomington.
The material compensatory terms of Mr. Boynton’s employment are set
forth in an offer letter dated as of January 30, 2023. The
following summary of the offer letter does not purport to be
complete and is subject to and qualified in its entirety by the
offer letter to be filed with the Company’s Annual Report on Form
10-K for the fiscal year ending March 31, 2023.
Salary
Mr. Boynton’s annual base salary will be
$600,000.
Mr. Boynton will be eligible to participate in Logitech’s
Leadership Team Bonus Program (the “Bonus Program”), targeted at
90% of his base salary for a potential total target cash
compensation of $1,140,000. For fiscal year 2023 (April 2022 –
March 2023), Mr. Boynton’s payout under the Bonus Program will be
prorated based upon his start date, provided he is an active
employee of Logitech on the last day of the bonus performance
period.
Equity Award
Mr. Boynton will also be eligible to participate in Logitech’s
annual equity program. Grants in this annual equity program are
subject to market conditions, Company performance and Compensation
Committee approval and granted in the form of Performance Share
Units (“PSUs”). The annual equity grants for a three-year
performance period are approved in the March Board meeting and
granted on April 15 each year. For April 15, 2023, the Company will
propose a PSU grant of $2,750,000 subject to the terms and
conditions of the applicable plan, including vesting requirements,
in particular vesting following a three-year performance period, as
approved by the Compensation Committee.
Benefits
Mr. Boynton will be entitled to participate in the compensation and
benefit programs generally available to Logitech’s executive
officers in the United States.
Mr. Boynton’s employment with the Company is for no specified
period and constitutes at-will employment. As a result, Mr. Boynton
may resign at any time, for any reason or for no reason. Similarly,
the Company may conclude its employment relationship with Mr.
Boynton at any time, with or without cause, and with or without
notice.
The Company expects to enter into its standard form of
indemnification agreement with Mr. Boynton.
Mr. Boynton has no other direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K promulgated under the Securities Exchange Act of
1934, as amended, nor are any such transactions currently proposed.
There are no arrangements or understandings between Mr. Boynton and
any other persons pursuant to which Mr. Boynton was appointed as
Chief Financial Officer, and there are no family relationships
between Mr. Boynton and any director or executive officer of the
Company.
A copy of the related news release issued by the Company on January
30, 2023 is attached hereto as Exhibit 99.1.
(b) Departure of Chief Financial Officer
In connection with the above, Mr. Olmstead resigned from his
position as the CFO of the Company and as a member of Logitech's
Group Management Team, effective as of February 6, 2023 or such
other date that corresponds to his successor’s first day of
employment, contingent upon acceptance by the Company. Mr. Olmstead
intends to remain with Logitech through the transition period for
the onboarding of the new Chief Financial Officer. Mr. Olmstead’s
departure is not due to any disagreement with Logitech’s
operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
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Exhibit |
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Description |
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News release of Logitech International S.A. dated January 30,
2023. |
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104 |
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Cover Page Interactive Data File (Cover page XBRL tags are embedded
within the Inline XBRL document) |
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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.
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Logitech International S.A. |
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By: |
/s/ Bracken Darrell |
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Bracken Darrell |
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President and Chief Executive Officer |
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By: |
/s/ Prakash Arunkundrum |
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Prakash Arunkundrum |
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Chief Operating Officer |
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Date: 1/30/2023 |
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