8-K
LOGITECH INTERNATIONAL S.A. (LOGI)
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): July 1, 2024
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
| Canton of Vaud, | Switzerland | 0-29174 | None | ||
|---|---|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) | |||
| Logitech International S.A. | |||||
| --- | --- | --- | |||
| EPFL - Quartier de l'Innovation | |||||
| Daniel Borel Innovation Center | |||||
| 1015 Lausanne, Switzerland | |||||
| c/o Logitech Inc. | |||||
| 3930 North First Street | |||||
| San Jose, | California | 95134 | |||
| (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))
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 |
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
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Director Not Standing for Re-Election
On July 1, 2024, Logitech International S.A. (“Logitech” or the “Company”) announced that Patrick Aebischer will not stand for re-election to the board of directors (the “Board”) at the Company’s 2024 Annual General Meeting (the “AGM”), when his current term ends, due to the Company's limits on board service, and not due to any disagreement relating to Logitech’s operations, policies or practices.
In addition, Wendy Becker informed Logitech of her decision not to stand for re-election to the Board next year at the Company’s 2025 AGM (assuming Ms. Becker’s re-election at the 2024 AGM). This decision is not due to any disagreement relating to Logitech’s operations, policies or practices.
Item 8.01. Other Information.
Logitech’s directors are elected at the Annual General Meeting of Shareholders, upon proposal of the Board. Each director is elected for a one-year term.
On July 1, 2024, the Board approved the following current directors as nominees for re-election to the Board at the 2024 AGM: Wendy Becker, Edouard Bugnion, Guy Gecht, Christopher Jones, Marjorie Lao, Neela Montgomery, Kwok Wang ‘Frankie’ Ng, Deborah Thomas, and Sascha Zahnd.
In addition, the Board nominated Johanna ‘Hanneke’ Faber, chief executive officer of Logitech, Donald Allan, president and chief executive officer of Stanley Black & Decker, Inc., and Owen Mahoney, former president, chief executive officer and representative director of Nexon Co., Ltd. for election at the 2024 AGM.
d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated July 1, 2024 |
| 104 | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) |
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/ Johanna (Hanneke) Faber | |
| Johanna (Hanneke) Faber | |
| Chief Executive Officer | |
| /s/ Samantha Harnett | |
| Samantha Harnett | |
| Chief Legal Officer | |
| July 1, 2024 |
Document
Exhibit 99.1
Editorial Contacts:
Nate Melihercik, Head of Global Investor Relations - ir@logitech.com
Nicole Kenyon, Head of Global Corporate and Internal Communications - nkenyon@logitech.com (USA)
Ben Starkie, Corporate Communications - +41 (0) 79-292-3499, bstarkie1@logitech.com (Europe)
Logitech Proposes Board Member Changes
Company Nominates New Directors to Board;
Chairperson Informs Board of 2025 Transition Plan
LAUSANNE, Switzerland and SAN JOSE, Calif., July 1, 2024 — Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced that its board of directors will ask shareholders to elect new board members:
●Donald Allan, president and chief executive officer of Stanley Black & Decker, Inc.
●Owen Mahoney, former president, chief executive officer and representative director of Nexon Co., Ltd.
Shareholders will also be asked to elect to the board Hanneke Faber, chief executive officer of Logitech. The elections will take place at Logitech's annual general meeting (AGM) in Lausanne, Switzerland on September 4, 2024.
Additionally, Patrick Aebischer will leave the board when his current term ends this fall, due to the Company's limits on board service. He has been a non-executive member of Logitech's board of directors since September 2016 and serves on Logitech's Nominating and Governance Committee.
Wendy Becker, Logitech’s board chairperson, also informed the board of her decision not to stand for reelection at next year’s 2025 AGM. Becker was first elected as chairperson in 2019 and her tenure spans Logitech’s biggest years of growth. A board committee, chaired by board member Chris Jones, will focus on recommending a successor over the course of the coming year as part of a planned leadership transition.
Wendy Becker commented: “We are pleased to welcome our CEO Hanneke Faber, as well as two new talented executives, as directors to the board. Hanneke has had a very successful start as CEO over the past seven months, strengthening the company’s leadership position and establishing Logitech’s future strategic direction for growth and innovation. Don brings significant experience running a global multi-brand,
multi-product company serving consumers and businesses, and Owen brings extensive expertise at video game and software companies in North America and Asia Pacific.
“I would also like to thank Patrick for his many years of friendship and contributions to Logitech, including his valuable strategic insight during the company's transformative years. We wish him well in his future endeavors.
“With Hanneke at the helm as CEO, and strong new directors in place and onboarded, I believe 2025 will be the ideal time for me to transition from Logitech’s board. It has been a pleasure to lead the board for the last five years and I look forward to ensuring a smooth and seamless transition that sets Logitech up for many more decades of success.”
Logitech expects to publish its annual report to shareholders and the invitation for its 2024 AGM, in July 2024.
About Logitech
Logitech designs software-enabled hardware solutions that help businesses thrive and bring people together when working, creating, gaming and streaming. As the point of connection between people and the digital world, our mission is to extend human potential in work and play, in a way that is good for people and the planet. Founded in 1981, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI). Find Logitech and its other brands, including Logitech G, at www.logitech.com or company blog.
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Logitech and other Logitech marks are trademarks or registered trademarks of Logitech Europe S.A. and/or its affiliates in the U.S. and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the company’s website at www.logitech.com.
(LOGIIR)