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Date of Report: September 13, 2023

(Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Commission File Number: 0-29174

 

 

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company 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. □ 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 13, 2023. At the AGM, 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 2023

Proposal 2: Advisory vote to approve Named Executive Officers Compensation for fiscal year 2023

Proposal 3: Advisory vote on the frequency of future advisory votes on executive compensation

Proposal 4: Advisory vote on the Swiss Compensation Report for fiscal year 2023

Proposal 5: Appropriation of available earnings and declaration of dividend

Proposal 6: Amendments of the Articles of Incorporation

Proposal 6.A: Shareholders rights and general meeting of shareholders

Proposal 6.B: Compensation and mandates

Proposal 6.C: Creation of a capital band

Proposal 6.D: Administrative amendments to the Articles of Incorporation

Proposal 7: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2023

Proposal 8: Elections to the Board of Directors

Proposal 8.A: Re-election of Dr. Patrick Aebischer to the Board of Directors

Proposal 8.B: Re-election of Ms. Wendy Becker to the Board of Directors

Proposal 8.C: Re-election of Dr. Edouard Bugnion to the Board of Directors

Proposal 8.D: Re-election of Mr. Guy Gecht to the Board of Directors

Proposal 8.E: Re-election of Ms. Marjorie Lao to the Board of Directors

Proposal 8.F: Re-election of Ms. Neela Montgomery to the Board of Directors

Proposal 8.G: Re-election of Ms. Deborah Thomas to the Board of Directors

Proposal 8.H: Re-election of Mr. Christopher Jones to the Board of Directors

Proposal 8.I: Re-election of Mr. Kwok Wang Ng to the Board of Directors

Proposal 8.J: Re-election of Mr. Sascha Zahnd to the Board of Directors

Proposal 9: Election of the Chairperson of the Board

Proposal 10: Elections to the Compensation Committee

Proposal 10.A: Re-election of Ms. Neela Montgomery to the Compensation Committee

Proposal 10.B: Re-election of Mr. Kwok Wang Ng to the Compensation Committee

Proposal 10.C: Election of Ms. Deborah Thomas to the Compensation Committee

Proposal 11: Approval of Compensation for the Board of Directors for the 2023 to 2024 Board Year

Proposal 12: Approval of Compensation for the Group Management Team for fiscal year 2025

Proposal 13: 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 2024

Proposal 14: Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative

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 a qualified majority of at least two-thirds of the votes and a majority of the nominal value of the shares, each as represented at the AGM, which was the case in respect to Proposal 6.C (creation of a capital band); in such a case, abstentions count as votes against the proposal. 

With respect to the dividend approved under Proposal 5 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 25, 2023 on both the SIX Swiss Exchange and the Nasdaq Global Select Market, the record date is expected to be Tuesday, September 26, 2023, and the payment date is expected to be Wednesday, September 27, 2023. 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 Friday, September 22, 2023. Information regarding the pending dividend can be found on the Dividend page of the Logitech Investor Relations site within the Company’s corporate website.

 

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.