Logitech International S.A 8-K, filed Sep 11, 2020
Logitech International S.A. (LOGI)
8-K
2020-09-11
For: 2020-09-09
View Original
Added on
April 12, 2026
About this 8-K
Logitech International S.A filed this 8-K on September 11, 2020, reporting on events of September 9, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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, | None | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
Logitech International S.A. | ||
(Address of principal executive offices and zip code) | ||
(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:
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 |
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 | |