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(Address
of principal executive offices and zip code)
i510
i795-8500
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 i☐
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
iRegistered Shares
iLOGI
iNasdaq
Global Select Market
Item 5.07Submission 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 14, 2022. 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 2022
For
Against
Abstain
Broker Non-Votes
80,105,853
82,775
153,582
—
99.90%
0.10%
N/A
N/A
Proposal
2: Advisory vote to approve executive compensation
For
Against
Abstain
Broker Non-Votes
64,609,003
13,463,571
428,581
1,841,055
82.76%
17.24%
N/A
N/A
Proposal
3: Appropriation of retained earnings and declaration of dividend
For
Against
Abstain
Broker Non-Votes
78,298,348
122,733
80,074
1,841,055
99.84%
0.16%
N/A
N/A
Proposal
4: Amendment of the Articles regarding the creation of an authorized capital
For
Against
Abstain
Broker Non-Votes
74,309,360
4,025,231
167,745
1,841,055
94.66%
5.13%
0.21%
N/A
Proposal
5: Amendment of the Articles regarding the holding of virtual shareholder meetings
For
Against
Abstain
Broker Non-Votes
71,883,589
6,443,583
175,164
1,841,055
91.77%
8.23%
N/A
N/A
Proposal
6: Amendment of the Articles regarding the name of the municipality in which Logitech's registered seat is located
For
Against
Abstain
Broker Non-Votes
78,076,147
291,365
134,824
1,841,055
99.63%
0.37%
N/A
N/A
Proposal
7: Amendment and restatement of the 2006 Stock Incentive Plan, including an increase to the number of shares available for issuance under the Plan
For
Against
Abstain
Broker Non-Votes
63,875,462
14,303,403
323,471
1,841,055
81.70%
18.30%
N/A
N/A
Proposal
8: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2022
For
Against
Abstain
Broker Non-Votes
74,552,250
185,739
2,591,940
1,841,055
99.75%
0.25%
N/A
N/A
Proposal
9: Elections to the Board of Directors
Proposal 9.A: Re-election of Dr. Patrick Aebischer to the Board of Directors
For
Against
Abstain
Broker Non-Votes
76,011,155
2,317,447
173,734
1,841,055
97.04%
2.96%
N/A
N/A
Proposal
9.B: Re-election of Ms. Wendy Becker to the Board of Directors
For
Against
Abstain
Broker Non-Votes
75,068,987
1,161,437
2,271,912
1,841,055
98.48%
1.52%
N/A
N/A
Proposal
9.C: Re-election of Dr. Edouard Bugnion to the Board of Directors
For
Against
Abstain
Broker Non-Votes
78,012,151
316,514
173,671
1,841,055
99.60%
0.40%
N/A
N/A
Proposal
9.D: Re-election of Mr. Bracken Darrell to the Board of Directors
For
Against
Abstain
Broker Non-Votes
69,702,127
8,617,190
183,019
1,841,055
89.00%
11.00%
N/A
N/A
Proposal
9.E: Re-election of Mr. Guy Gecht to the Board of Directors
For
Against
Abstain
Broker Non-Votes
74,041,209
4,253,368
207,759
1,841,055
94.57%
5.43%
N/A
N/A
Proposal
9.F: Re-election of Ms. Marjorie Lao to the Board of Directors
For
Against
Abstain
Broker Non-Votes
75,957,242
2,353,959
191,135
1,841,055
96.99%
3.01%
N/A
N/A
Proposal
9.G: Re-election of Ms. Neela Montgomery to the Board of Directors
For
Against
Abstain
Broker Non-Votes
75,914,154
316,561
2,271,621
1,841,055
99.58%
0.42%
N/A
N/A
Proposal
9.H: Re-election of Mr. Michael Polk to the Board of Directors
For
Against
Abstain
Broker Non-Votes
76,678,086
1,648,930
175,320
1,841,055
97.89%
2.11%
N/A
N/A
Proposal
9.I: Re-election of Ms. Deborah Thomas to the Board of Directors
For
Against
Abstain
Broker Non-Votes
78,055,175
265,872
181,289
1,841,055
99.66%
0.34%
N/A
N/A
Proposal
9.J: Election of Mr. Christopher Jones
For
Against
Abstain
Broker Non-Votes
77,979,787
293,672
228,877
1,841,055
99.62%
0.38%
N/A
N/A
Proposal
9.K: Election of Mr. Kwok Wang Ng
For
Against
Abstain
Broker Non-Votes
77,781,610
509,877
210,849
1,841,055
99.35%
0.65%
N/A
N/A
Proposal
9.L: Election of Mr. Sascha Zahnd
For
Against
Abstain
Broker Non-Votes
77,913,743
378,095
210,498
1,841,055
99.52%
0.48%
N/A
N/A
Proposal
10: Election of the Chairperson of the Board
For
Against
Abstain
Broker Non-Votes
75,163,772
3,154,924
183,640
1,841,055
95.97%
4.03%
N/A
N/A
Proposal
11: Elections to the Compensation Committee
Proposal 11.A: Re-election of Dr. Edouard Bugnion to the Compensation Committee
For
Against
Abstain
Broker
Non-Votes
74,673,991
3,614,211
212,134
1,841,055
95.38%
4.62%
N/A
N/A
Proposal 11.B: Re-election of Ms. Neela Montgomery to the Compensation Committee
For
Against
Abstain
Broker
Non-Votes
72,570,411
3,612,189
2,317,736
1,841,055
95.26%
4.74%
N/A
N/A
Proposal 11.C: Re-election of Mr. Michael Polk to the Compensation
Committee
For
Against
Abstain
Broker Non-Votes
73,556,329
4,728,326
215,681
1,841,055
93.96%
6.04%
N/A
N/A
Proposal
11.D: Election of Mr. Kwok Wang Ng to the Compensation Committee
For
Against
Abstain
Broker Non-Votes
77,476,761
789,981
233,594
1,841,055
98.99%
1.01%
N/A
N/A
Proposal
12: Approval of Compensation for the Board of Directors for the 2022 to 2023 Board Year
For
Against
Abstain
Broker Non-Votes
76,652,584
1,498,375
349,377
1,841,055
98.08%
1.92%
N/A
N/A
Proposal
13: Approval of Compensation for the Group Management Team for fiscal year 2024
For
Against
Abstain
Broker Non-Votes
65,142,033
12,984,068
374,235
1,841,055
83.38%
16.62%
N/A
N/A
Proposal
14: 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 2023
For
Against
Abstain
Broker Non-Votes
79,383,930
820,084
137,311
—
98.98%
1.02%
N/A
N/A
Proposal
15: Re-election of Etude Regina Wenger and Sarah Keiser-Wüger as Independent Representative
For
Against
Abstain
Broker Non-Votes
78,294,718
62,275
143,277
1,841,055
99.92%
0.08%
N/A
N/A
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 two-thirds of the shares represented at the AGM, which was the case in respect to the amendment of the Articles regarding the creation of an authorized capital (Proposal 4); in such a case, abstentions count as votes against the proposal.
Item 8.01Other 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 Monday, September 26, 2022 on both the SIX Swiss Exchange and the Nasdaq Global Select Market, the record date is expected to be Tuesday, September 27, 2022, and the payment date is expected to be Wednesday, September 28, 2022.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 23, 2022.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 Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.