8-K

 

 

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: December 18, 2014

(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, Switzerland   None

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Logitech International S.A.

Apples, Switzerland

c/o Logitech Inc.

7600 Gateway Boulevard

Newark, California 94560

(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))

 

 

 


Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 18, 2014, the Company announced that Daniel Borel, Logitech co-founder, will not stand for re-election to the Company’s Board of Directors at the Company’s 2015 Annual General Meeting of Shareholders, when his current term ends.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual General Meeting of Shareholders of the Company was held on December 18, 2014. At the meeting, shareholders voted on the following proposals and cast their votes as follows:

Proposal 1: Approval of the Annual Report, the Compensation Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2014

 

For

 

Against

 

Abstain

 

Broker Non-Votes

86,091,028

  691,329   215,073   3

99.2%

  0.8%   N/A   N/A

Proposal 2: Advisory vote to approve executive compensation

 

For

 

Against

 

Abstain

 

Broker Non-Votes

61,834,386

  14,271,945   4,945,763   5,945,039

81.2%

  18.8%   N/A   N/A

Proposal 3: Appropriation of retained earnings and declaration of dividend

 

For

 

Against

 

Abstain

 

Broker Non-Votes

86,757,260

  109,184   130,698   1

99.9%

  0.1%   N/A   N/A

Proposal 4: Amendment of the Company’s Articles of Incorporation

 

For

 

Against

 

Abstain

 

Broker Non-Votes

68,532,873

  12,318,245   201,187   5,945,038

84.8%

  15.2%   N/A   N/A

Proposal 5: Authorization to exceed 10% holding of own share capital

 

For

 

Against

 

Abstain

 

Broker Non-Votes

53,301,617

  17,987,378   221,467   5,945,038

74.8%

  25.2%   N/A   N/A

Proposal 6: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2014

 

For

 

Against

 

Abstain

 

Broker Non-Votes

66,446,251

  2,245,920   2,818,290   5,945,039

96.7%

  3.3%   N/A   N/A

Proposal 7.1: Re-election of Mr. Daniel Borel to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

79,899,867

  1,039,295   113,143   5,945,038

98.7%

  1.3%   N/A   N/A


Proposal 7.2: Re-election of Mr. Matthew Bousquette to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

58,076,659

  22,798,084   177,562   5,945,038

71.8%

  28.2%   N/A   N/A

Proposal 7.3: Re-election of Mr. Kee-Lock Chua to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

59,158,359

  21,690,265   203,541   5,945,038

73.2%

  26.8%   N/A   N/A

Proposal 7.4: Re-election of Mr. Bracken P. Darrell to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

76,382,997

  4,501,713   167,455   5,945,038

94.4%

  5.6%   N/A   N/A

Proposal 7.5: Re-election of Ms. Sally Davis to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

58,514,705

  22,351,478   185,982   5,945,038

72.4%

  27.6%   N/A   N/A

Proposal 7.6: Re-election of Mr. Guerrino De Luca to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

77,912,157

  2,955,129   185,019   5,945,038

96.3%

  3.7%   N/A   N/A

Proposal 7.7: Re-election of Mr. Didier Hirsch to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

59,096,261

  21,733,471   222,573   5,945,038

73.1%

  26.9%   N/A   N/A

Proposal 7.8: Re-election of Dr. Neil Hunt to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

79,381,413

  1,422,067   248,825   5,945,038

98.2%

  1.8%   N/A   N/A

Proposal 7.9: Re-election of Ms. Monika Ribar to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

50,156,876

  30,656,864   238,565   5,945,038

62.1%

  37.9%   N/A   N/A

Proposal 7.10: Election of Mr. Dimitri Panayotopoulos to the Board of Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

79,985,201

  218,920   848,183   5,945,039

99.7%

  0.3%   N/A   N/A


Proposal 8: Election of the Chairman of the Board

 

For

 

Against

 

Abstain

 

Broker Non-Votes

78,705,098

  2,098,696   247,175   5,945,039

97.4%

  2.6%   N/A   N/A

Proposal 9.1: Election of Mr. Matthew Bousquette to the Compensation Committee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

72,329,259

  8,536,974   184,736   5,945,039

89.4%

  10.6%   N/A   N/A

Proposal 9.2: Election of Ms. Sally Davis to the Compensation Committee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

71,737,082

  9,059,645   254,242   5,945,039

88.8%

  11.2%   N/A   N/A

Proposal 9.3: Election of Dr. Neil Hunt to the Compensation Committee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

79,174,252

  1,663,880   212,637   5,945,039

97.9%

  2.1%   N/A   N/A

Proposal 9.4: Election of Ms. Monika Ribar to the Compensation Committee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

65,820,644

  14,993,864   237,596   5,945,039

81.4%

  18.6%   N/A   N/A

Proposal 10: 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 2015

 

For

 

Against

 

Abstain

 

Broker Non-Votes

86,313,160

  467,475   216,508   0

99.5%

  0.5%   N/A   N/A

Proposal 11: Election of Ms. Béatrice Ehlers as Independent Representative

 

For

 

Against

 

Abstain

 

Broker Non-Votes

83,735,534

  690,937   2,570,671   1

99.2%

  0.8%   N/A   N/A

Under Swiss law, abstentions are not counted towards the calculation of the majority required for passage of the proposals.

 

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 Wednesday, December 24, 2014, the record date is Monday, December 29, 2014 and the payment date is expected to be Tuesday, December 30, 2014. In order to be eligible to receive the dividend payment, Logitech shares must be purchased by the end of the official trading day on December 23, 2014. Information regarding the distribution can be found on the Investor Relations page of the Company’s 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/     Catherine Valentine        

Catherine Valentine

Vice President, Legal, General Counsel and Corporate Secretary

December 22, 2014