Document

DEF 14A 1 logitechproxystatement2022.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]						Preliminary Proxy Statement
[ ]						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]						Definitive Proxy Statement
[ ]						Definitive Additional Materials
[ ]						Soliciting Material Pursuant to §240.14a-12


			Logitech International S.A.
			(Name of Registrant as Specified In Its Charter)


			(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]

No fee required.

[ ]

Fee paid previously with preliminary materials.

[ ]

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


									July 26, 2022 To our shareholders: You are cordially invited to attend Logitech's 2022 Annual General Meeting. The meeting will be held on Wednesday, September 14 at 2:00 p.m. at the SwissTech Convention Center, EPFL, in Lausanne, Switzerland. Enclosed is the Invitation and Proxy Statement for the meeting, which includes an agenda and discussion of the items to be voted on at the meeting, instructions on how you can exercise your voting rights, information concerning Logitech’s compensation of its Board members and executive officers, and other relevant information. Whether or not you plan to attend the Annual General Meeting, your vote is important, and you should take the steps required so that your shares are represented at the 2022 Annual General Meeting. Thank you for your continued support of Logitech. Wendy Becker Chairperson of the Board

LOGITECH INTERNATIONAL S.A.
Invitation to the Annual General Meeting
Wednesday, September 14, 2022

2:00 p.m. Central European Summer Time (registration starts at 1:30 p.m.)
SwissTech Convention Center, EPFL – Lausanne, Switzerland

*****

AGENDA

Reports

Report on Operations for the fiscal year ended March 31, 2022

Proposals

1.Approval of the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2022

2.Advisory vote to approve executive compensation

3.Appropriation of retained earnings and declaration of dividend

4.Amendment of the Articles regarding the creation of an authorized capital

5.Amendment of the Articles regarding the holding of virtual shareholder meetings

6.Amendment of the Articles regarding the name of the municipality in which Logitech's registered seat is located

7.Amendment and restatement of the 2006 Stock Incentive Plan, including an increase to the number of shares available for issuance under the Plan

8.Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2022

9.Elections to the Board of Directors

9.A.Re-election of Dr. Patrick Aebischer

9.B.Re-election Ms. Wendy Becker

9.C.Re-election of Dr. Edouard Bugnion

9.D.Re-election of Mr. Bracken Darrell

9.E.Re-election of Mr. Guy Gecht

9.F.Re-election of Ms. Marjorie Lao

9.G.Re-election of Ms. Neela Montgomery

9.H.Re-election of Mr. Michael Polk

9.I.Re-election of Ms. Deborah Thomas

9.J.Election of Mr. Christopher Jones

9.K.Election of Mr. Kwok Wang Ng

9.L.Election of Mr. Sascha Zahnd

10.Election of the Chairperson of the Board

11.Elections to the Compensation Committee

11.A.Re-election of Dr. Edouard Bugnion

11.B.Re-election of Ms. Neela Montgomery

11.C.Re-election of Mr. Michael Polk

11.D.Election of Mr. Kwok Wang Ng

12.Approval of Compensation for the Board of Directors for the 2022 to 2023 Board Year

13.Approval of Compensation for the Group Management Team for fiscal year 2024

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

15.Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative

Hautemorges, Switzerland, July 26, 2022

The Board of Directors


Questions and Answers about The Logitech 2022 Annual General Meeting

General Information for All Shareholders


WHY AM I RECEIVING THIS “INVITATION AND PROXY STATEMENT”?						This document is designed to comply with both Swiss corporate law and U.S. proxy statement rules. Outside of the U.S. and Canada, this Invitation and Proxy Statement will be made available to registered shareholders with certain portions translated into French and German. We made copies of this Invitation and Proxy Statement available to shareholders beginning on July 26, 2022. The Response Coupon is requested on behalf of the Board of Directors of Logitech for use at Logitech’s Annual General Meeting. The meeting will be held on Wednesday, September 14, 2022 at 2:00 p.m., Central European Summer Time, at the SwissTech Convention Center, EPFL, in Lausanne, Switzerland.

WHO IS ENTITLED TO VOTE AT THE MEETING?						Shareholders registered in the Share Register of Logitech International S.A. (including in the sub-register maintained by Logitech’s U.S. transfer agent, Computershare) on Thursday, September 8, 2022 have the right to vote. No shareholders will be entered in the Share Register between September 8, 2022 and the day following the meeting. As of June 30, 2022, there were 90,386,380 shares registered and entitled to vote out of a total of 164,055,142 Logitech shares outstanding. The actual number of registered shares that will be entitled to vote at the meeting will vary depending on how many more shares are registered, or deregistered, between June 30, 2022 and September 8, 2022. For information on the criteria for the determination of the U.S. and Canadian “street name” beneficial owners who may vote with respect to the meeting, please refer to “Further Information for U.S. and Canadian “Street Name” Beneficial Owners” below.

WHO IS A REGISTERED SHAREHOLDER?						If your shares are registered directly in your name with us in the Share Register of Logitech International S.A., or in our sub-register maintained by our U.S. transfer agent, Computershare, you are considered a registered shareholder, and this Invitation and Proxy Statement and related materials are being sent or made available to you by Logitech.


WHO IS A BENEFICIAL OWNER WITH SHARES REGISTERED IN THE NAME OF A CUSTODIAN, OR “STREET NAME” OWNER?

SEC Form DEF 14A filed by Logitech International S.A.