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Share Name | Share Symbol | Market | Type |
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Logitech International SA | NASDAQ:LOGI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.80 | 0.98% | 82.57 | 78.35 | 82.57 | 82.10 | 81.10 | 81.36 | 444,841 | 01:00:00 |
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Logitech International S.A.
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July 28, 2020
To our shareholders:
Logitech’s 2020 Annual General Meeting will be held on Wednesday, September 9, 2020 at 9:00 a.m. at Logitech's executive office at EPFL - Quartier de l'Innovation, Daniel Borel Innovation Center, in Lausanne, Switzerland.
The health and safety of our shareholders, our employees and members of our Board of Directors are of paramount importance for Logitech. As a result of the exceptional circumstances caused by the novel coronavirus (COVID-19) pandemic, the 2020 Annual General Meeting will not take place in the usual format. Instead, this year’s Annual General Meeting will be held in accordance with the requirements set forth in Article 27 of the Ordinance Nr. 3 of the Swiss Federal Council of June 19, 2020 "on Measures to Combat the Coronavirus (COVID-19)". Shareholders will not be permitted to attend the Annual General Meeting in person and will be required to exercise their rights at the Annual General Meeting exclusively through the Company's Independent Representative.
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, instructions on how you can discuss Company affairs with management, information concerning Logitech’s compensation of its Board members and executive officers, and other relevant information.
Your vote is important, and you should take the steps required so that your shares are represented at the 2020 Annual General Meeting.
The Board of Directors very much regrets that this important event cannot be held in its usual format. We thank you for your understanding and continued support of Logitech and look forward to your participation at the 2021 Annual General Meeting.
Wendy Becker
Chairperson of the Board |
1.
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Approval of the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2020
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Advisory vote to approve executive compensation
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Appropriation of retained earnings and declaration of dividend
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Amendment of the Articles regarding the creation of an authorized capital
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Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2020
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6.
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Elections to the Board of Directors
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6.A.
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Re-election of Dr. Patrick Aebischer
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6.B.
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Re-election Ms. Wendy Becker
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6.C.
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Re-election of Dr. Edouard Bugnion
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6.D.
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Re-election of Mr. Bracken Darrell
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6.E.
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Re-election of Mr. Guy Gecht
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6.F.
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Re-election of Mr. Didier Hirsch
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6.G.
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Re-election of Dr. Neil Hunt
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6.H.
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Re-election of Ms. Marjorie Lao
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6.I.
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Re-election of Ms. Neela Montgomery
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6.J.
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Re-election of Mr. Michael Polk
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6.K.
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Election of Mr. Riet Cadonau
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6.L.
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Election of Ms. Deborah Thomas
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7.
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Election of the Chairperson of the Board
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Elections to the Compensation Committee
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8.A.
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Re-election of Dr. Edouard Bugnion
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8.B.
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Re-election of Dr. Neil Hunt
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8.C.
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Re-election of Mr. Michael Polk
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8.D.
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Election of Mr. Riet Cadonau
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9.
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Approval of Compensation for the Board of Directors for the 2020 to 2021 Board Year
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10.
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Approval of Compensation for the Group Management Team for fiscal year 2022
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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
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Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative
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Questions and Answers about The Logitech 2020 Annual General Meeting
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WHY AM I RECEIVING
THIS “INVITATION AND PROXY STATEMENT”? |
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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 28, 2020.
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 9, 2020 at 9:00 a.m. at the EPFL - Quartier de l'Innovation, Daniel Borel Innovation Center, in Lausanne, Switzerland.
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WHO IS ENTITLED
TO VOTE AT THE MEETING? |
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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 3, 2020 have the right to vote. No shareholders will be entered in the Share Register between September 3, 2020 and the day following the meeting. As of June 30, 2020, there were 98,905,250 shares registered and entitled to vote out of a total of 168,418,093 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, 2020 and September 3, 2020.
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.
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WHO IS A REGISTERED
SHAREHOLDER? |
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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.
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WHO IS A BENEFICIAL
OWNER WITH SHARES REGISTERED IN THE NAME OF A CUSTODIAN, OR “STREET NAME” OWNER? |
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Shareholders that have not requested registration on our Share Register directly, and hold shares through a broker, trustee or nominee or other similar organization that is a registered shareholder, are beneficial owners of shares registered in the name of a custodian. If you hold your Logitech shares through a U.S. or Canadian broker, trustee or nominee or other similar organization (also called holding in “street name”), which is the typical practice of our shareholders in the U.S. and Canada, the organization holding your account is considered the registered shareholder for purposes of voting at the meeting, and this Invitation and Proxy Statement and related materials are being sent or made available to you by them. You have the right to direct that organization on how to vote the shares held in your account.
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WHY IS IT IMPORTANT
FOR ME TO VOTE? |
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Logitech is a public company and certain key decisions can only be made by shareholders. Your vote is important, and you should take the steps required so that your shares are represented.
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HOW MANY
REGISTERED SHARES MUST BE PRESENT OR REPRESENTED TO CONDUCT BUSINESS AT THE MEETING? |
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There is no quorum requirement for the meeting. Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings, and our Articles of Incorporation do not otherwise provide for a quorum requirement.
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WHERE ARE
LOGITECH’S PRINCIPAL EXECUTIVE OFFICES? |
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Logitech’s principal executive office in Switzerland is at EPFL – Quartier de l’Innovation, Daniel Borel Innovation Center 1015 Lausanne, Switzerland, and our principal executive office in the United States is at 7700 Gateway Boulevard, Newark, California 94560. Logitech’s main telephone number in Switzerland is +41-(0)21-863-5111 and our main telephone number in the United States is +1-510-795-8500.
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HOW CAN I OBTAIN
LOGITECH’S PROXY STATEMENT, ANNUAL REPORT AND OTHER ANNUAL REPORTING MATERIALS? |
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A copy of our 2020 Annual Report to Shareholders, this Invitation and Proxy Statement and our Annual Report on Form 10-K for fiscal year 2020 filed with the U.S. Securities and Exchange Commission (the “SEC”) are available on our website at http://ir.logitech.com. Shareholders also may request free copies of these materials at our principal executive offices in Switzerland or the United States, at the addresses and phone numbers above.
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WHERE CAN I FIND
THE VOTING RESULTS OF THE MEETING? |
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We intend to announce voting results at the meeting and issue a press release promptly after the meeting. We will also file the results on a Current Report on Form 8-K with the SEC by Tuesday, September 15, 2020. A copy of the Form 8-K will be available on our website at http://ir.logitech.com.
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CAN I ATTEND AND VOTE AT THE MEETING?
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You may not attend the meeting and vote your shares in person at the meeting this year. In accordance with the requirements set forth in Article 27 of the Ordinance Nr. 3 of the Swiss Federal Council of June 19, 2020 "on Measures to Combat the Coronavirus (COVID-19)", you are required to exercise your rights at the Annual General Meeting this year exclusively through the Company's Independent Representative.
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HOW CAN I DISCUSS COMPANY AFFAIRS WITH MANAGEMENT?
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We value our shareholders' viewpoints and input. Since it is not possible for you to attend the meeting in person this year due to the COVID-19 pandemic, we are making alternative arrangements for you to discuss Company affairs with management. The Company will accept pertinent pre-submitted questions in advance of a Question & Answer webcast on Wednesday, September 9, at 16:00 (Central European Summer Time). Shareholders will be able to access the webcast from the Company's Investor Relations website at http://ir.logitech.com. If shareholders have pertinent follow-up questions in the week following the Question & Answer webcast, they may submit their questions to the Company, and the Company will post responses on its Investor Relations website at http://ir.logitech.com. In accordance with Swiss company law, the Company will respond to questions to the extent consistent with the preservation of Logitech's business secrets and other legitimate corporate interests and will not respond to questions with respect to financial outlook. The Company also reserves the right to disregard questions that are repetitive or excessively numerous, to group similar questions when providing responses, and to limit the length of the webcast.
Registered holders may submit questions to the Company in advance of the webcast by e-mailing the questions, together with proof identifying themselves as Logitech shareholders (for example, by providing the one-time code on the Response Coupon), to the Company's Investor Relations at logitechIR@logitech.com by Thursday, September 3, 2020.
Shareholders in the U.S. and Canada may submit questions in advance of the webcast by visiting www.proxyvote.com by Thursday, September 3, 2020. To log in to the site to submit questions, you will need your 16-digit voting control number printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials that you received from us or included on your Proxy Card and follow the menus to submit questions.
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Further Information for Registered Shareholders
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HOW CAN I VOTE IF I CANNOT ATTEND THE MEETING?
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Since you may not attend the meeting this year in person, you are required to exercise your rights at the Annual General Meeting exclusively through the Independent Representative, Etude Regina Wenger & Sarah Keiser-Wüger, who will represent you at the meeting. Please provide your voting instructions by marking the applicable boxes beside the agenda items on the Internet voting site for registered shareholders, gvmanager.ch/logitech for shareholders on the Swiss share register or www.proxyvote.com for shareholders on the U.S. share register, or on the Response Coupon or Proxy Card, as applicable.
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SWISS SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site gvmanager.ch/logitech and log in with your one-time code on the Response Coupon. Please use the menu item “Grant Procuration” and submit your instructions by clicking on the “Send” button. Your code is only valid once; it expires once you have submitted your voting or any other instructions and signed off the portal. As long as you remain signed in to the portal, you may change your voting instructions at your discretion.
SWISS SHARE REGISTER – RESPONSE COUPON – Please sign, date and promptly mail your completed Response Coupon to Etude Regina Wenger & Sarah Keiser-Wüger using the appropriate enclosed postage-paid envelope.
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U.S. SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.proxyvote.com and log in with your 16-digit voting control number printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials that you received from us. Please submit your instructions by clicking on the "Submit" button.
U.S. SHARE REGISTER – PROXY CARD – Please sign, date and promptly mail your completed Proxy Card to Broadridge using the enclosed postage-paid envelope.
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CAN I HAVE ANOTHER
PERSON REPRESENT ME AT THE MEETING? |
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No. Due to the COVID-19 pandemic, you are required to exercise your rights at the Annual General Meeting this year exclusively through the Company's Independent Representative, in accordance with the requirements set forth in Article 27 of the Ordinance Nr. 3 of the Swiss Federal Council of June 19, 2020 "on Measures to Combat the Coronavirus (COVID-19)".
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CAN I SELL MY SHARES
BEFORE THE MEETING IF I HAVE VOTED? |
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Logitech does not block the transfer of shares before the meeting. However, if you sell your Logitech shares before the meeting and Logitech’s Share Registrar is notified of the sale, your votes with those shares will not be counted. Any person who purchases shares after the Share Register closes on Thursday, September 3, 2020 will not be able to register them until the day after the meeting and so will not be able to vote the shares at the meeting.
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IF I VOTE BY PROXY,
CAN I CHANGE MY VOTE AFTER I HAVE VOTED? |
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You may change your vote by Internet or by mail through September 3, 2020. For shareholders on the Swiss share register, you may revoke your vote by requesting a new one-time code and providing new voting instructions at gvmanager.ch/logitech, or by requesting and submitting a new Response Coupon from our Swiss Share Register at Devigus Shareholder Services (by telephone at +41-41-798-48-33 or by e-mail at logitech@devigus.com). For shareholders on the U.S. share register, you may revoke your vote by providing new voting instructions at www.proxyvote.com, if you voted by Internet, or by requesting and submitting a new Proxy Card.
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SWISS SHARE REGISTER – INTERNET VOTING – After you receive the new one-time code, go to the Internet voting site gvmanager.ch/logitech and log in. Please use the menu item “Grant Procuration”. Follow the directions on the site to complete and submit your new instructions until Thursday, September 3, 2020, 23:59 (Central European Summer Time).
SWISS SHARE REGISTER – RESPONSE COUPON – If you request a new Response Coupon and wish to vote again, you may complete the new Response Coupon and return it to us by September 3, 2020.
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U.S. SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.proxyvote.com and log in with your 16-digit voting control number printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials that you received from us. Please follow the menus to submit your new instructions until Thursday, September 3, 2020, 11:59 p.m. (U.S. Eastern Daylight Time).
U.S. SHARE REGISTER – PROXY CARD – If you request a new Proxy Card and wish to vote again, you may complete the new Proxy Card and return it to Broadridge by September 3, 2020.
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IF I VOTE BY PROXY,
WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS? |
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SWISS SHARE REGISTER – INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site, you have to give specific voting instructions for all agenda items before you can submit your instructions.
SWISS SHARE REGISTER – RESPONSE COUPON – If you are a registered shareholder and sign and return a Response Coupon without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting.
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U.S. SHARE REGISTER – INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting.
U.S. SHARE REGISTER – PROXY CARD – If you are a registered shareholder and sign and return a Proxy Card without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting.
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WHO CAN I CONTACT IF
I HAVE QUESTIONS? |
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If you have any questions or need assistance in voting your shares, please call us at +1-510-713-4220 or e-mail us at logitechIR@logitech.com.
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WHY DID I RECEIVE A
ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? |
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We have provided access to our proxy materials over the Internet to beneficial owners holding their shares in “street name” through a U.S. or Canadian broker, trustee or nominee. Accordingly, such brokers, trustees or nominees are forwarding a Notice of Internet Availability of Proxy Materials (the “Notice”) to such beneficial owners. All such shareholders will have the ability to access the proxy materials on a website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found on the Notice. In addition, beneficial owners holding their shares in street name through a U.S. or Canadian broker, trustee or nominee may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
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HOW CAN I GET
ELECTRONIC ACCESS TO THE PROXY MATERIALS? |
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The Notice will provide you with instructions regarding how to:
• View our proxy materials for the meeting on the Internet; and
• Instruct us to send our future proxy materials to you electronically by email.
Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual shareholders’ meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
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WHO MAY PROVIDE
VOTING INSTRUCTIONS FOR THE MEETING? |
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For purposes of U.S. or Canadian beneficial shareholder voting, shareholders holding shares through a U.S. or Canadian broker, trustee or nominee organization on July 13, 2020 may direct the organization on how to vote. Logitech has made arrangements with a service company to U.S. and Canadian brokers, trustees and nominee organizations for that service company to provide a reconciliation of share positions of U.S. and Canadian “street name” beneficial owners between July 13, 2020 and August 28, 2020, which Logitech determined is the last practicable date before the meeting for such a reconciliation. These arrangements are intended to result in the following adjustments: If a U.S. or Canadian “street name” beneficial owner as of July 13, 2020 votes but subsequently sells their shares before August 28, 2020, their votes will be cancelled. A U.S. or Canadian “street name” beneficial owner as of July 13, 2020 that has voted and subsequently increases or decreases their shareholdings but remains a beneficial owner as of August 28, 2020 will have their votes increased or decreased to reflect their shareholdings as of August 28, 2020.
If you acquire Logitech shares in “street name” after July 13, 2020 through a U.S. or Canadian broker, trustee or nominee, and wish to vote at the meeting by providing voting instructions to the Independent Proxy, you must become a registered shareholder. You may become a registered shareholder by contacting your broker, trustee or nominee, and following their registration instructions. In order to allow adequate time for registration, for proxy materials to be sent or made available to you, and for your voting instructions to be returned to us before the meeting, please begin the registration process as far before September 3, 2020 as possible.
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IF I AM A U.S. OR
CANADIAN “STREET NAME” BENEFICIAL OWNER, HOW DO I VOTE? |
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You are required to exercise your rights at the Annual General Meeting this year exclusively through the Company's Independent Representative. You may vote by proxy over the Internet, by mail or by telephone by following the instructions provided in the Notice or on the Proxy Card.
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WHAT HAPPENS IF I
DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS? |
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If you are a beneficial owner of shares held in “street name” in the United States or Canada and do not provide your broker, trustee or nominee with specific voting instructions, then under the rules of various national and regional securities exchanges, your broker, trustee or nominee may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, your shares will not be voted on such matter and will not be considered votes cast on the applicable Proposal. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice. We believe the following Proposals will be considered non-routine: Proposal 2 (Advisory vote to approve executive compensation), Proposal 3 (Appropriation of retained earnings and declaration of dividend), Proposal 4 (Amendment of the Articles of Incorporation regarding the creation of an authorized share capital), Proposal 5 (Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2020), Proposal 6 (Elections to the Board of Directors), Proposal 7 (Election of the Chairperson), Proposal 8 (Elections to the Compensation Committee), Proposal 9 (Approval of Compensation for the Board of Directors for the 2020 to 2021 Board Year), Proposal 10 (Approval of Compensation for the Group Management Team for fiscal year 2022), Proposal 12 (Re-election of the Independent Representative). All other Proposals involve matters that we believe will be considered routine. Any “broker non-votes” on any Proposals will not be considered votes cast on the Proposal.
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WHAT IS THE DEADLINE
FOR DELIVERING MY VOTING INSTRUCTIONS? |
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If you hold your shares through a U.S. or Canadian bank or brokerage or other custodian, you have until 11:59 pm (U.S. Eastern Daylight Time) on Thursday, September 3, 2020 to deliver your voting instructions.
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CAN I CHANGE
MY VOTE AFTER I HAVE VOTED? |
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You may revoke your proxy and change your vote at any time before the final vote at the meeting. You may vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the meeting will be counted), or by signing and returning a new proxy card with a later date.
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HOW DO I OBTAIN A
SEPARATE SET OF PROXY MATERIALS OR REQUEST A SINGLE SET FOR MY HOUSEHOLD IN THE UNITED STATES? |
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We have adopted a procedure approved by the SEC called “householding” for shareholders in the United States. Under this procedure, shareholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our proxy statement and annual report unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each U.S. shareholder who participates in householding will continue to be able to access or receive a separate Proxy Card.
If you wish to receive a separate proxy statement and annual report at this time, please request the additional copy by contacting our mailing agent, Broadridge, by telephone at +1-866-540-7095 or by e-mail at sendmaterial@proxyvote.com. If any shareholders in your household wish to receive a separate proxy statement and annual report in the future, they may call our investor relations group at +1-510-713-4220 or write to Investor Relations, 7700 Gateway Boulevard, Newark, California 94560. They may also send an email to our investor relations group at logitechIR@logitech.com. Other shareholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple proxy statements and annual reports by calling or writing to our investor relations group.
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Further Information for Shareholders with Shares Registered Through a Bank or Brokerage as Custodian (Outside the U.S. or Canada)
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HOW DO I VOTE BY
PROXY IF MY SHARES ARE REGISTERED THROUGH MY BANK OR BROKERAGE AS CUSTODIAN? |
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Your broker, trustee or nominee should have enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares. If you did not receive such instructions you must contact your bank or brokerage for their voting instructions.
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WHAT IS THE
DEADLINE FOR DELIVERING MY VOTING INSTRUCTIONS IF MY LOGITECH SHARES ARE REGISTERED THROUGH MY BANK OR BROKERAGE AS CUSTODIAN? |
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Banks and brokerages typically set deadlines for receiving instructions from their account holders. Outside of the U.S. and Canada, this deadline is typically two to three days before the deadline of the company holding the general meeting. This is so that the custodians can collect the voting instructions and pass them on to the company holding the meeting. If you hold Logitech shares through a bank or brokerage outside the U.S. or Canada, please check with your bank or brokerage for their specific voting deadline and submit your voting instructions to them as far before that deadline as possible.
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SWISS SHARE REGISTER
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INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site, you have to give specific voting instructions to all agenda items before you can submit your instructions.
RESPONSE COUPON – If you are a registered shareholder and sign and return a Response Coupon without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting.
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U.S. SHARE REGISTER
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INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting.
PROXY CARD – If you are a registered shareholder and sign and return a Proxy Card without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting.
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Agenda Proposals and Explanations
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provide compensation sufficient to attract and retain the level of talent needed to create and manage an innovative, high-growth, global company in highly competitive and rapidly evolving markets;
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support a performance-oriented culture;
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•
|
maintain a balance between fixed and variable compensation and place a significant portion of total compensation at risk based on Logitech’s performance, while maintaining controls over inappropriate risk-taking by factoring in both annual and long-term performance;
|
•
|
provide a balance between short-term and long-term objectives and results;
|
•
|
align executive compensation with shareholders’ interests by tying a significant portion of compensation to increasing share value; and
|
•
|
reflect an executive’s role and past performance through base salary and short-term cash incentives, and his or her potential for future contribution through long-term equity incentive awards.
|
|
Year ended
March 31, 2020 |
|
Retained earnings available at the
|
|
|
end of fiscal year 2020
|
CHF
|
1,096,286,753
|
Proposed dividends
|
CHF
|
(134,000,000)
|
Balance of retained earnings to be
|
|
|
carried forward
|
CHF
|
962,286,753
|
*
|
The per share approximations are based on 166,896,973 shares outstanding, net of treasury shares, as of March 31, 2020. Distribution-bearing shares are all shares issued except for treasury shares held by Logitech International S.A. on the day preceding the payment of the distribution.
|
Article 27
|
The Board of Directors is authorized at any time until September 9, 2022 to increase the share capital of the Company by a maximum aggregate amount of CHF 4,327,666 through the issuance of not more than 17,310,662 registered shares with a par value of CHF 0.25 each, which will have to be fully paid in.
Increases in partial amounts are permitted. The Board of Directors may authorize the issuance of new shares by means of an underwriting or similar process carried out by one or more banks or other financial institutions with a view to offering the new shares to existing shareholders or to third parties. The Board of Directors shall determine the type of contributions, the issue price, the time of the issue, the conditions for the exercise of the preferential subscription rights, the use of unexercised preferential subscription rights and the date upon which the new shares shall become entitled to dividends. The Board of Directors may authorize, restrict or exclude the trading of preferential subscription rights.
If preferential subscription rights are granted, but not exercised, the Board of Directors shall use the rights associated with the relevant shares in the interest of the Company.
The Board of Directors may restrict or withdraw the preferential subscription rights of existing shareholders, and allocate such rights to third parties or to the Company for valid reasons, in particular if the new shares are being issued in connection with: (a) the acquisition of companies, enterprises, participations, assets, intellectual property rights, licenses or new investment projects; (b) a public offering or private placement of shares for the financing and/or refinancing of an acquisition of the kind referred to under (a) above; (c) a public offering or private placement of shares, under circumstances in which such public offering or private placement would be difficult to carry out or could likely only be carried out under less favourable terms if the preferential subscription rights of existing shareholders were not restricted or withdrawn; (d) the acquisition of a stake in the Company by a strategic partner; or (e) the broadening of the shareholder base of the Company in certain jurisdictions or in the context of a listing or admission to trading on a domestic or foreign stock exchange.
|
•
|
Cash payments of a maximum of approximately CHF 1,050,000. Cash payments for non-executive members of the Board of Directors include annual retainers for Board and committee service and, starting in the 2019 - 2020 Board Year, an annual retainer for a non-executive Chairperson.
|
•
|
Share or share equivalent awards of a maximum of approximately CHF 2,100,000. The value of share or share equivalent awards corresponds to a fixed amount and the number of shares granted will be calculated at market value at the time of their grant.
|
•
|
Other payments, including accrual of the Company's estimated contributions to social security, of a maximum of approximately CHF 350,000.
|
•
|
The Group Management Team will include four members.
|
•
|
Gross base salaries of a maximum of USD 2,520,000.
|
•
|
Performance-based cash compensation of a maximum of USD 4,830,000. Performance-based cash compensation in the form of incentive cash payments may be earned under the Logitech Management Performance Bonus Plan (the “Bonus Plan”) or other cash bonuses approved by the Compensation Committee. Payout under the Bonus Plan is variable, and is based on the achievement of the Company’s, individual executives’ or other performance goals, and for fiscal year 2022 is expected to continue to range from 0% to 200% of the executive’s target incentive. The assumption regarding maximum amount of the performance-based bonus for fiscal year 2022 assumes maximum achievement of all performance goals.
|
•
|
Equity incentive awards of a maximum of USD 21,150,000. Long-term equity incentive awards are generally granted in the form of performance-based restricted stock units, or PSUs, time-based restricted stock units, or RSUs, or other financial instruments contemplated in the applicable equity plans. The assumption regarding maximum amount of the equity incentive awards assumes maximum achievement of all performance goals and full vesting of all time-based equity incentive awards. As in past years, the value of PSUs, RSUs or other financial instruments granted as equity incentive awards, and included in the compensation reported in our Compensation Report, is calculated based on estimated fair value at the time of their grant.
|
•
|
Other compensation of a maximum of USD 900,000. Other compensation may include tax preparation services and related expenses, 401(k) savings plan matching contributions, premiums for group term life insurance and long-term disability insurance, employer’s contribution to medical premiums, relocation or extended business travel-related expenses, defined benefit pension plan employment contributions, accrual of estimated employer's contribution to social security and Medicare, and other awards. The Company generally does not provide all of these components of other compensation to all executives each year, but the proposed maximum amount of compensation has been formulated to provide flexibility to cover these compensation components as applicable.
|
Corporate Governance and Board of Directors Matters
|
Board of Directors Independence
|
Patrick Aebischer 65 Years Old Director since 2016
|
||
Former President,
Swiss Federal
Institute of
Technology (EPFL)
Swiss national |
|
Patrick Aebischer is the former President of the École Polytechnique Fédérale de Lausanne (EPFL), a position to which he was nominated by the Swiss Federal Council and that he held from March 2000 through December 2016, a Professor in Neurosciences at the EPFL since 2000, and Director of the Neurodegenerative Disease Laboratory at the Brain Mind Institute, EPFL since 2000. He was re-elected as President of the EPFL in 2004, 2008 and 2012. Prior to these positions, Dr. Aebischer was a Professor and Director of the Surgical Research Division and Gene Therapy Center at the University Hospital of Lausanne, Chairman of the Section of Artificial Organs, Biomaterials and Cellular Technology of the Division of Biology and Medicine at Brown University, and held other positions in medical sciences at Brown University. Dr. Aebischer is also the founder of three biotech companies. He currently serves on the Board of Nestlé S.A., a leading nutrition, health and wellness company, as Chairman of the Novartis Venture Fund, a venture fund investing in innovative life science companies, and as a Senior Partner of ND Capital, a venture fund investing in disruptive technologies. Dr. Aebischer holds a M.D. from the University of Geneva and University of Fribourg, Switzerland, and four Honorary Doctorate degrees.
Dr. Aebischer brings senior leadership, innovation and technology expertise, a global world view and strategic experience to the Board from his role as the President of the EPFL, his experience founding technology companies, and as a member of the senior leadership of leading Swiss companies.
Dr. Aebischer currently serves on the Nominating Committee and the Technology and Innovation Committee. The Board of Directors has determined that he is an independent Director.
|
Elections to the Board of Directors
|
•
|
Senior Leadership Experience. Directors who have served in senior leadership positions are important to Logitech because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level.
|
•
|
Financial Expertise. Knowledge of financial markets and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing Logitech’s structure, financial reporting, and internal control of such activities.
|
•
|
Industry and Technical Expertise. Because we develop and manufacture hardware and software products, ship them worldwide, and sell to major consumer electronics distributors and retailers as well as to enterprise customers, expertise in hardware and software, and experience in supply chain, manufacturing, sales and consumer products is useful in understanding the opportunities and challenges of our business and in providing insight and oversight of management.
|
•
|
Brand Marketing Expertise. Because we are a consumer products company, directors who have brand marketing experience can provide expertise and guidance as we seek to maintain and expand brand and product awareness and a positive reputation.
|
•
|
Global Expertise. Because we are a global organization with research and development, and sales and other offices in many countries, directors with global expertise, particularly in Europe, the U.S. and Asia, can provide a useful business and cultural perspective regarding many significant aspects of our business.
|
Name
|
Year First
Appointed |
|
Year Current Term Expires
|
Patrick Aebischer(1)
|
2016
|
|
2020 Annual General Meeting
|
Wendy Becker(1)
|
2017
|
|
2020 Annual General Meeting
|
Edouard Bugnion(1)
|
2015
|
|
2020 Annual General Meeting
|
Bracken Darrell(2)
|
2013
|
|
2020 Annual General Meeting
|
Guerrino De Luca(2)(3)
|
1998
|
|
2020 Annual General Meeting
|
Guy Gecht(1)
|
2019
|
|
2020 Annual General Meeting
|
Didier Hirsch(1)
|
2012
|
|
2020 Annual General Meeting
|
Neil Hunt(1)
|
2010
|
|
2020 Annual General Meeting
|
Marjorie Lao(1)
|
2018
|
|
2020 Annual General Meeting
|
Neela Montgomery(1)
|
2017
|
|
2020 Annual General Meeting
|
Michael Polk(1)
|
2019
|
|
2020 Annual General Meeting
|
(1)
|
Non-executive member of the Board of Directors.
|
(2)
|
Executive member of the Board of Directors.
|
(3)
|
Mr. De Luca has decided not to stand for re-election at the 2020 Annual General Meeting.
|
•
|
the signatory power of its members;
|
•
|
the approval of the budget submitted by the Chief Executive Officer;
|
•
|
the approval of investments or acquisitions of more than USD 10 million in the aggregate not included in the approved budgets;
|
•
|
the approval of any expenditure of more than USD 10 million not specifically identified in the approved budgets; and
|
•
|
the approval of the sale or acquisition, including related borrowings, of the Company’s real estate.
|
•
|
defining and implementing short and medium term strategies;
|
•
|
preparing the budget, which must be approved by the Board of Directors;
|
•
|
reviewing and certifying the Company’s annual report;
|
•
|
appointing, dismissing and promoting any employees of Logitech other than executive officers and the head of the internal audit function;
|
•
|
taking immediate measures to protect the interests of the Company where a breach of duty is suspected from executive officers until the Board has decided on the matter;
|
•
|
carrying out Board resolutions;
|
•
|
reporting regularly to the Chairperson of the Board of Directors on the activities of the business;
|
•
|
preparing supporting documents for resolutions that are to be passed by the Board of Directors; and
|
•
|
deciding on issues brought to his attention by executive officers.
|
•
|
At each regular Board meeting the Chief Executive Officer reports to the Board of Directors on developments and important issues. The Chief Executive Officer also provides regular updates to the Board members regarding Logitech’s business between the dates of regular Board meetings.
|
•
|
The offices of Chairperson and Chief Executive Officer are generally separated, to help ensure balance between leadership of the Board and leadership of the day-to-day management of Logitech.
|
•
|
Executive officers and other members of senior management, at the invitation of the Board, attend portions of meetings of the Board and its Committees to report on the financial results of Logitech, its operations, performance and outlook, and on areas of the business within their responsibilities, as well as other business matters. For further information on participation by executive officers and other members of senior management in Board and Committee meetings please refer to “Board Committees” below.
|
•
|
There are regular quarterly closed sessions of the non-executive, independent members of the Board of Directors, led either by the independent Chairperson or by the Lead Independent Director, where Logitech issues are discussed without the presence of executive or non-independent members of the Board or executive officers.
|
•
|
The Board holds quarterly closed sessions, where all Board members meet without the presence of non-Board members, to discuss matters appropriate to such sessions, including organizational structure and the hiring and mandates of executive officers.
|
•
|
There are regularly scheduled reviews at Board meetings of Logitech strategic and operational issues, including discussions of issues placed on the agenda by the non-executive members of the Board of Directors.
|
•
|
The Board reviews and approves significant changes in Logitech’s structure and organization, and is actively involved in significant transactions, including acquisitions, divestitures and major investments.
|
•
|
All non-executive Board members have access, at their request, to all internal Logitech information.
|
•
|
The head of the Internal Audit function reports to the Audit Committee.
|
Director
|
Audit
|
|
Compensation
|
|
Nominating
|
Technology and Innovation
|
Patrick Aebischer
|
|
|
|
|
X
|
X
|
Wendy Becker
|
|
|
|
|
Chair
|
|
Edouard Bugnion
|
|
|
X
|
|
|
Chair
|
Bracken Darrell
|
|
|
|
|
|
|
Guerrino De Luca
|
|
|
|
|
|
|
Guy Gecht
|
|
|
|
|
|
X
|
Didier Hirsch
|
Chair
|
|
|
|
X
|
|
Neil Hunt
|
|
|
X
|
|
|
X
|
Marjorie Lao
|
X
|
|
|
|
|
|
Neela Montgomery
|
X
|
|
|
|
|
|
Michael Polk
|
|
|
Chair
|
|
|
|
|
Board of
Directors |
|
Audit
Committee |
|
Compensation
Committee |
|
Nominating
Committee |
|
Technology and Innovation Committee
|
# of meetings held
|
8
|
|
8
|
|
7
|
|
5
|
|
3
|
Patrick Aebischer
|
8
|
|
|
|
|
|
5
|
|
3
|
Wendy Becker(1)
|
8
|
|
|
|
5
|
|
5
|
|
|
Edouard Bugnion
|
8
|
|
|
|
7
|
|
|
|
3
|
Bracken Darrell
|
8
|
|
|
|
|
|
|
|
|
Guerrino De Luca
|
8
|
|
|
|
|
|
|
|
|
Guy Gecht(2)(3)
|
5
|
|
|
|
|
|
|
|
2
|
Didier Hirsch
|
8
|
|
8
|
|
|
|
5
|
|
|
Neil Hunt
|
8
|
|
|
|
7
|
|
|
|
3
|
Marjorie Lao(4)
|
8
|
|
4
|
|
|
|
|
|
|
Neela Montgomery
|
8
|
|
8
|
|
|
|
|
|
|
Dimitri Panayotopoulos(5)
|
2
|
|
|
|
3
|
|
|
|
|
Michael Polk(2)(6)
|
5
|
|
|
|
2
|
|
|
|
|
Lung Yeh(7)
|
3
|
|
3
|
|
|
|
|
|
—
|
(1)
|
Ms. Becker, the former Chairperson of the Compensation Committee, did not stand for re-election to the Compensation Committee at the Annual General Meeting on September 4, 2019. She attended all five of the Compensation Committee meetings that were held prior to the 2019 Annual General Meeting.
|
(2)
|
Messrs. Gecht and Polk were elected to the Board as of the Annual General Meeting on September 4, 2019, and each of them attended all five of the Board meetings that were held after the 2019 Annual General Meeting.
|
(3)
|
Mr. Gecht was appointed to the Technology and Innovation Committee as of September 5, 2019, and he attended both of the Technology and Innovation Committee meetings that were held after that date.
|
(4)
|
Ms. Lao was appointed to the Audit Committee as of September 5, 2019, and she attended all four of the Audit Committee meetings that were held after that date.
|
(5)
|
Mr. Panayotopoulos resigned from the Board in June 2019, and he attend both the Board meetings and all three of the Compensation Committee meetings that were held prior to his resignation.
|
(6)
|
Mr. Polk was appointed as Chairperson of the Compensation Committee as of September 5, 2019, and he attended both of the Compensation Committee meetings that were held after that date.
|
(7)
|
Dr. Yeh did not stand for re-election to the Board at the Annual General Meeting on September 4, 2019. He attended three of the four Board meetings (missing only the Board meeting that started on September 4, 2019) and three of the four Audit Committee meetings (missing only the Audit Committee meeting on September 4, 2019) and missed the only Technology and Innovation Committee meeting (also on September 4, 2019) that were held prior to the 2019 Annual General Meeting.
|
•
|
reviews the adequacy of the Company’s internal controls and disclosure controls and procedures;
|
•
|
reviews the independence, fee arrangements, audit scope, and performance of the Company’s independent auditors, and recommends the appointment or replacement of independent auditors to the Board of Directors;
|
•
|
reviews and approves all non-audit work to be performed by the independent auditors;
|
•
|
reviews the scope of Logitech’s internal auditing and the adequacy of the organizational structure and qualifications of the internal auditing staff;
|
•
|
oversees the Company's Code of Conduct and related compliance activities;
|
•
|
reviews, before release, the quarterly results and interim financial data;
|
•
|
reviews with management and the independent auditors the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management; and
|
•
|
reviews, before release, the audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and recommends that the Board of Directors include the audited financial statements in the annual report made available to shareholders.
|
•
|
evaluates the composition of the Board of Directors and its Committees, determines future requirements and makes recommendations to the Board of Directors for approval;
|
•
|
determines on an annual basis the desired Board qualifications and expertise and conducts searches for potential directors with these attributes;
|
•
|
evaluates and makes recommendations of nominees for election to the Board of Directors; and
|
•
|
evaluates and makes recommendations to the Board concerning the appointment of directors to Board Committees and the selection of Board Committee chairs.
|
•
|
reviews the Company’s technology plans and strategies;
|
•
|
monitors existing and future trends in technology related to the Company’s business and advises the Board and the Company’s senior technology management team with respect to such trends;
|
•
|
reviews the Company’s approaches to acquiring and maintaining the Company’s technology position;
|
•
|
meets with the Company’s senior technology management team to review the Company’s internal technology development and product innovation activities and provide input; and
|
•
|
reviews the Company’s cybersecurity, information security and other technology risks, controls and procedures.
|
Communications with the Board of Directors
|
Security Ownership
|
•
|
each person or group known by Logitech, based on filings pursuant to Section 13(d) or (g) under the U.S. Securities Exchange Act of 1934 or notifications to the Company under applicable Swiss laws, to own beneficially more than 5% of our outstanding shares as of June 30, 2020;
|
•
|
each director and each nominee for director;
|
•
|
the persons named in the Summary Compensation Table in the Compensation Report (the “named executive officers”); and
|
•
|
all directors and current executive officers as a group.
|
|
|
Number of Shares Owned(2)
|
|
Shares that May be Acquired Within 60 Days(3)
|
|
Total
Beneficial Ownership |
|
Total as a Percentage of Shares Outstanding(4)
|
||||
5% Shareholders:(1)
|
|
|
|
|
|
|
|
|
||||
BlackRock, Inc.(5)
|
|
11,810,629
|
|
|
—
|
|
|
11,810,629
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
||||
Directors, not including Named Executive
|
|
|
|
|
|
|
|
|
||||
Officers:(1)
|
|
|
|
|
|
|
|
|
||||
Patrick Aebischer
|
|
12,657
|
|
|
—
|
|
|
12,657
|
|
|
*
|
|
Wendy Becker
|
|
7,508
|
|
|
—
|
|
|
7,508
|
|
|
*
|
|
Edouard Bugnion
|
|
28,003
|
|
|
—
|
|
|
28,003
|
|
|
*
|
|
Guy Gecht(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Didier Hirsch
|
|
6,185
|
|
|
—
|
|
|
6,185
|
|
|
*
|
|
Neil Hunt
|
|
63,001
|
|
|
—
|
|
|
63,001
|
|
|
*
|
|
Marjorie Lao
|
|
2,469
|
|
|
—
|
|
|
2,469
|
|
|
*
|
|
Neela Montgomery
|
|
5,693
|
|
|
—
|
|
|
5,693
|
|
|
*
|
|
Michael Polk(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Nominees for Director:(1)
|
|
|
|
|
|
|
|
|
||||
Riet Cadonau
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Deborah Thomas
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Named Executive Officers:(1)
|
|
|
|
|
|
|
|
|
||||
Bracken Darrell
|
|
673,885
|
|
|
537,539
|
|
|
1,211,424
|
|
|
*
|
|
Guerrino De Luca(7)
|
|
339,942
|
|
|
130,000
|
|
|
469,942
|
|
|
*
|
|
Nate Olmstead(8)
|
|
8,549
|
|
|
3,687
|
|
|
12,236
|
|
|
*
|
|
Vincent Pilette(9)
|
|
141,492
|
|
|
—
|
|
|
141,492
|
|
|
*
|
|
Other Executive Officers:(1)
|
|
|
|
|
|
|
|
|
|
|
||
Prakash Arunkundrum(10)
|
|
12,038
|
|
|
16,231
|
|
|
28,269
|
|
|
*
|
|
Samantha Harnett(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Current Directors and Executive Officers
|
|
|
|
|
|
|
|
|
||||
as a Group (14)
|
|
1,159,930
|
|
|
687,457
|
|
|
1,847,387
|
|
|
1.1%
|
|
*
|
Less than 1%
|
(1)
|
Unless otherwise indicated, the address for each beneficial owner listed in this table is c/o Logitech International S.A., EPFL, Quartier de l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland or c/o Logitech Inc., 7700 Gateway Boulevard, Newark, California 94560, USA.
|
(2)
|
To Logitech’s knowledge, except as otherwise noted in the footnotes to this table, each director and executive officer has sole voting and investment power over the shares reported as beneficially owned in accordance with SEC rules, subject to community property laws where applicable.
|
(3)
|
Includes shares represented by vested, unexercised options as of June 30, 2020 and options and restricted stock units that are expected to vest within 60 days after June 30, 2020. These shares are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding the options or restricted stock units, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
|
(4)
|
Based on 168,418,093 shares outstanding on June 30, 2020 (173,106,620 shares outstanding less 4,688,527 treasury shares outstanding).
|
(5)
|
The number of shares held by BlackRock, Inc. is based on the number of shares reported as beneficially owned by BlackRock, Inc. and its subsidiaries on a Schedule 13G filed with the U.S. Securities and Exchange Commission on February 5, 2020. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(6)
|
Guy Gecht and Michael Polk were first elected as directors of the Company at the Annual General Meeting on September 4, 2019.
|
(7)
|
The Board determined that Guerrino De Luca, who had stepped down as the Chairperson of the Board at the Company's 2019 Annual General Meeting on September 4, 2019, would no longer be designated as an executive officer as of March 31, 2020.
|
(8)
|
Nate Olmstead joined the Company as Vice President of Business Finance on April 1, 2019, was appointed as the Company's interim Chief Financial Officer, effective as of June 1, 2019, and was appointed as the Company's Chief Financial Officer and a member of the Group Management Team as of July 22, 2019.
|
(9)
|
Vincent Pilette resigned as Chief Financial Officer and the Company accepted his resignation from the Group Management Team effective as of May 17, 2019.
|
(10)
|
Prakash Arunkundrum was designated as a member of the Group Management Team and as an executive officer on May 27, 2020.
|
(11)
|
Samantha Harnett was designated as a member of the Group Management Team and as an executive officer on July 1, 2020.
|
Share Ownership Guidelines
|
•
|
the Chief Executive Officer to hold a number of Logitech shares with a market value equal to 5 times his or her annual base salary;
|
•
|
the Chief Financial Officer to hold a number of Logitech shares with a market value equal to 3 times his or her annual base salary;
|
•
|
executive officers, other than the Chief Executive Officer and Chief Financial Officer, each to hold a number of Logitech shares with a market value equal to 2 times his or her respective annual base salary; and
|
•
|
remaining officers who report directly to the Chief Executive Officer each to hold a number of Logitech shares with a market value equal to his or her respective annual base salary.
|
Certain Relationships and Related Transactions
|
Nasdaq Rules and Swiss Best Corporate Governance Practices
|
SEC Rules
|
Independent Auditors
|
Audit and Non-Audit Fees
|
|
2020
|
|
2019
|
||||
Audit fees(1)
|
$
|
3,835
|
|
|
$
|
3,258
|
|
Audit-related fees(2)
|
213
|
|
|
635
|
|
||
Tax fees(3)
|
175
|
|
|
135
|
|
||
Total
|
$
|
4,223
|
|
|
$
|
4,028
|
|
(1)
|
Audit fees. This category includes fees for the audit of our financial statements in our Annual Report on Form 10-K, fees for the audit of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, fees for the review of the interim condensed financial statements in our Quarterly Reports on Form 10-Q, fees for the audit of our consolidated financial statements in connection with the Swiss SIX filing, and fees for the services that are normally provided by KPMG in connection with statutory and regulatory filings or other engagements and accounting related to acquisitions.
|
(2)
|
Audit-related fees. This category includes fees for the due diligence services for mergers and acquisitions.
|
(3)
|
Tax fees. This category includes fees related to the 2019 and 2018 tax compliance and tax consulting services.
|
Report of the Audit Committee
|
Delinquent Section 16(a) Reports
|
•
|
A late Form 4 report was filed for Bracken Darrell on May 20, 2019 to report an RSU grant of 60,621 shares which was granted on May 15, 2019.
|
Compensation Report for Fiscal Year 2020
|
Compensation Discussion and Analysis
|
•
|
Guerrino De Luca, Former Chairperson and Executive Director;
|
•
|
Bracken Darrell, President and Chief Executive Officer;
|
•
|
Nate Olmstead, Chief Financial Officer; and
|
•
|
Vincent Pilette, Former Chief Financial Officer;
|
Executive Summary
|
▪
|
We delivered our highest ever fiscal year net sales at $2.98 billion, up 7 percent over fiscal year 2019 net sales in U.S. dollars.
|
▪
|
We grew net sales across all of our regions and in most of our product categories, with particular momentum in Video Collaboration, Gaming, and PC Peripherals.
|
▪
|
We acquired Streamlabs, a leader in software and tools for live streaming.
|
▪
|
Our total shareholder return for the period April 1, 2019 to March 31, 2020 was 10%, which outperformed the Nasdaq 100 Index, the Russell 3000 Index, and the SMI Expanded for the same period.
|
Named Executive Officer
|
|
FY 2020 Base
Salary Increase from FY 2019 |
|
FY 2020 Annual
Bonus as a Percentage of Target Bonus |
|
FY 2018-2020 Performance-Based Units Vesting Level
|
|
FY 2020 Annual
Time-Based Restricted Stock Units Awards (Grant Date Fair Value) |
|
FY 2020 Annual
Performance-Based Restricted Stock Units Award
(Grant Date Fair Value)
|
||||
Guerrino De Luca
|
|
0%
|
|
120%
|
|
160%
|
|
|
$192,488
|
|
|
|
$306,787
|
|
Bracken Darrell
|
|
0%
|
|
120%
|
|
160%
|
|
|
$2,226,358
|
|
|
|
$3,490,879
|
|
Nate Olmstead
|
|
n/a
|
|
140%
|
|
n/a
|
|
|
$2,263,441
|
|
|
|
$842,215
|
|
Vincent Pilette1
|
|
0%
|
|
n/a
|
|
n/a
|
|
|
$0
|
|
|
|
$0
|
|
1.
|
Mr. Pilette submitted his resignation in April 2019, effective as of May 2019, and the Compensation Committee did not implement any changes to his compensation for fiscal year 2020 or grant any equity.
|
|
Other NEO Target Compensation Mix excludes one-time stock grants for Nate Olmstead related to his hire, role as interim Chief Financial Officer and promotion to Chief Financial Officer.
|
ü
|
Compensation Committee Independence – Our Board of Directors maintains a Compensation Committee comprised solely of independent directors.
|
ü
|
Independent Compensation Committee Advisors – The Compensation Committee engages and retains its own independent advisors and reviews their independence annually.
|
ü
|
Annual Compensation Review – The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group and other information used for comparative purposes.
|
ü
|
Compensation-Related Risk Assessment – The Compensation Committee conducts an annual evaluation of our compensation programs, policies, and practices, to ensure that they are designed to reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the Company.
|
ü
|
Emphasize Performance-based Incentive Compensation – The Compensation Committee designs our executive compensation program to use performance-based short-term and long-term incentive compensation awards to align the interests of our executive officers with the interests of our shareholders.
|
ü
|
Emphasize Long-Term Equity Compensation – The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our executive officers. These equity awards vest or may be earned over multi-year periods, which better serves our long-term value creation goals and retention objectives.
|
ü
|
Limited Executive Perquisites – We generally do not provide perquisites or other personal benefits to our executive officers. The executive officers participate in our health and welfare benefit programs on the same basis as all of our employees.
|
ü
|
Stock Ownership Policy – We maintain a stock ownership policy for our directors and executive officers which requires each of them to own a specified amount of our registered shares as a multiple of their base salary or annual board retainer.
|
ü
|
Compensation Recovery Policy – We have adopted a policy that provides for the recoupment of bonus and other incentive compensation and equity compensation from our executive officers resulting from fraud or intentional misconduct of an executive officer or if the executive officer knew of the fraud or misconduct.
|
ü
|
“Double-Trigger” Change of Control Arrangements in Equity Award Agreements – The post-employment equity compensation arrangements for our executive officers are based on a “double-trigger” arrangement that provides for acceleration of time-based equity only in the event of (i) a change in control of the Company and (ii) a qualifying termination of employment. As noted below, we do not provide any cash payment related to termination of employment or change of control.
|
ü
|
Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we prohibit our executive officers from hedging any Company securities owned by them and from pledging any Company securities owned by them as collateral for a loan.
|
ü
|
Succession Planning – Our Board of Directors reviews on an annual basis our succession strategies and plans for our most critical positions.
|
û
|
No Severance or Change of Control Arrangements – To comply with the Minder Ordinance we have no severance or change of control arrangements (other than acceleration of vesting of equity awards as provided in our equity award agreements) for our executive officers, including members of our Group Management Team (Messrs. Darrell and Olmstead and formerly Mr. Pilette).
|
û
|
No Special Retirement Programs – Other than our Section 401(k) plan generally available to all employees in the U.S., we do not offer defined benefit or contribution retirement plans or arrangements for our executive officers.
|
û
|
No Tax “Gross-Ups” or Payments – We do not provide any “gross-ups” or tax payments in connection with any compensation element for our executive officers, other than for our standard relocation benefits. This means we do not provide any excise tax “gross-up” or tax reimbursement in connection with any change of control payments or benefits.
|
û
|
No Unearned Dividends – We do not pay dividends or dividend equivalents on unvested or unearned restricted stock unit or performance-based restricted stock unit awards.
|
û
|
No Stock Option Repricing – We do not reprice options to purchase our registered shares without shareholder approval.
|
1.
|
Approved maximum aggregate compensation amount based on four Group Management Team members.
|
2.
|
The portion of Board compensation attributable to our Executive Director, typically calculated on a fiscal year basis, is estimated based on actual equity grants made during the applicable Board year and pro-rated amounts for his salary, bonus and other compensation for each fiscal year in the applicable Board year by month.
|
▪
|
Continued to structure our compensation program to support a strong pay-for-performance alignment;
|
▪
|
Evaluated the mix of long-term equity awards (approximately 60% PSUs/40% RSUs) and changed the mix for our CEO to 100% Performance-Based Restricted Stock Units (PSUs) with three-year cliff vesting beginning with fiscal year 2021;
|
▪
|
Enhanced our disclosure to incorporate the compensation tables audited under Swiss law into this Compensation Report to improve the readability of our disclosure in combination with the CD&A; and
|
▪
|
Expanded disclosure of the performance targets and results for the PSU award granted in fiscal year 2017 with three-year cliff vesting that vested in fiscal year 2020.
|
Compensation Philosophy and Guiding Principles
|
•
|
Provide compensation sufficient to attract and retain the level of talent needed to create and manage an innovative, high-growth, global company in highly competitive and rapidly evolving markets;
|
•
|
Support a performance-oriented culture;
|
•
|
Maintain a balance between fixed and variable compensation and place a significant portion of total compensation at risk based on the Company’s performance, while maintaining controls over inappropriate risk-taking by factoring in both annual and long-term performance;
|
•
|
Provide a balance between short-term and long-term objectives and results;
|
•
|
Align executive compensation with shareholders’ interests by tying a significant portion of compensation to increasing share value; and
|
•
|
Reflect the executive’s role and past performance through base salary and short-term cash incentives, and his or her potential for future contribution through long-term equity incentive awards.
|
Compensation-Setting Process
|
•
|
Each individual executive’s performance and their contribution to a high-performing leadership team;
|
•
|
Each individual executive’s skills, experience, qualifications and marketability;
|
•
|
The Company’s performance against financial goals and objectives;
|
•
|
The Company’s performance relative to both industry competitors and its compensation peer group;
|
•
|
The positioning of the amount of each executive’s compensation in a ranking of peer compensation;
|
•
|
The compensation practices of the Company’s peer group;
|
•
|
Balancing the compensation requirements and practices of Switzerland and Silicon Valley;
|
•
|
Maintaining a diverse and inclusive environment that provides a competitive edge through varied insights; and
|
•
|
The recommendations of our CEO (except with respect to his own compensation and the compensation of our Executive Director) as described below.
|
•
|
reviewed and recommended updates to the compensation peer group;
|
•
|
provided advice with respect to compensation best practices and market trends for executive officers and members of our Board of Directors;
|
•
|
conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers;
|
•
|
conducted an analysis of the levels of overall compensation and each element of compensation for the members of our Board of Directors;
|
•
|
conducted a compensation risk assessment;
|
•
|
assisted in our equity compensation strategy; and
|
•
|
provided legislative updates and ad hoc advice and support throughout the year.
|
Criteria
|
Rationale
|
Industry
|
We compete for talent with companies in the following industries:
• Technology
• Consumer Products
|
Financial Scope
|
Our Named Executive Officer compensation should be similar to senior managers at companies that have comparable financial characteristics including revenue and market capitalization.
|
Other Factors
|
As appropriate, we utilize additional refinement criteria (objective or subjective) such as revenue growth, profitability, valuation, headcount, or business model.
U.S. publicly traded companies. Although we are a Swiss company, in certain circumstances we compete for executive management talent with technology companies in the United States, and particularly in the high-technology area of Silicon Valley.
|
(in millions)
|
|
Revenue
|
|
Market
Capitalization |
||
75th Percentile
|
|
$3,212
|
|
$11,713
|
||
50th Percentile
|
|
$2,736
|
|
$8,751
|
||
25th Percentile
|
|
$2,086
|
|
$5,220
|
||
Logitech
|
|
$2,756
|
|
$5,539
|
||
Percentile Rank
|
|
50
|
%
|
|
27
|
%
|
Compensation Elements
|
Named Executive Officer
|
|
Fiscal Year 2020 Base Salary
|
|
Fiscal Year 2019 Base Salary
|
|
Percentage
Adjustment |
||||||
Guerrino De Luca
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
0%
|
||
Bracken Darrell
|
|
$
|
925,000
|
|
|
$
|
925,000
|
|
|
0%
|
||
Nate Olmstead1
|
|
$
|
455,000
|
|
|
n/a
|
|
|
n/a
|
1.
|
Mr. Olmstead's fiscal year 2020 salary reflects his appointment to Chief Financial Officer.
|
Named Executive Officer
|
|
Annual Base
Salary |
Target Bonus
Opportunity (as a percentage of base salary) |
|
Target Bonus
Opportunity ($) |
||||||
Guerrino De Luca1
|
|
$
|
500,000
|
|
80%
|
|
$
|
400,000
|
|
||
Bracken Darrell
|
|
$
|
925,000
|
|
125%
|
|
$
|
1,156,250
|
|
||
Nate Olmstead
|
|
$
|
455,000
|
|
80%
|
|
$
|
364,000
|
|
1.
|
Mr. De Lucas's fiscal year 2020 bonus target was adjusted from 100% to 80% effective September 1, 2019, based on his ceasing to be Chairperson at our 2019 Annual General Meeting, and his bonus payout was prorated to reflect this change.
|
•
|
“Revenue” meant Net Sales measured in “constant currency” (CC), which excludes the impact of currency exchange rate fluctuations. The target constant currency sales are calculated by translating sales in each local currency at the forecast exchange rate for that currency at the beginning of the performance period. The actual revenue in the performance period is translated in each local currency using the same forecast exchange rate to determine the performance achievement against the performance target. For additional information regarding “constant currency” sales, please refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report; and
|
•
|
“Non-GAAP Operating Income” meant GAAP Operating Income from continuing operations, excluding share-based compensation expense, amortization of intangible assets, purchase accounting effect on inventory, acquisition-related costs, change in fair value of contingent consideration for business acquisition, restructuring charges (credits), gain (loss) on equity-method investment, investigation and related expenses, non-GAAP income tax adjustment and other items.
|
Named Executive Officer
|
Target Annual
Cash Bonus Opportunity (Prorated If Applicable) |
|
Actual Annual
Cash Bonus Payment |
|
Percentage of
Target Annual Cash Bonus Opportunity |
|||||||
Guerrino De Luca1
|
$
|
441,667
|
|
|
$
|
530,000
|
|
|
120
|
%
|
||
Bracken Darrell
|
$
|
1,156,250
|
|
|
$
|
1,387,500
|
|
|
120
|
%
|
||
Nate Olmstead
|
$
|
364,000
|
|
|
$
|
509,600
|
|
|
140
|
%
|
1.
|
Mr. De Luca's annual bonus target was prorated to reflect his bonus target change from 100% to 80% of salary as of September 1, 2019.
|
•
|
Messrs. De Luca and Darrell reflected the achievement of the corporate performance measures described above.
|
•
|
Mr. Olmstead reflected the achievement of the corporate performance measures described above and reflected his contribution and success in addressing tariffs and COVID-19-related supply impacts.
|
|
|
Performance Share Units
|
|
Restricted Stock Units
|
||||||||
Named Executive Officer
|
|
Number of
Shares |
|
Grant Date
Fair Value |
|
Number of
Shares |
|
Grant Date
Fair Value |
||||
Guerrino De Luca
|
|
7,275
|
|
|
$306,787
|
|
|
4,850
|
|
|
$192,488
|
|
Bracken Darrell
|
|
90,932
|
|
|
$3,490,879
|
|
|
60,621
|
|
|
$2,226,358
|
|
Nate Olmstead
|
|
22,117
|
|
|
$842,215
|
|
|
61,975
|
|
|
$2,263,441
|
|
|
|
Performance Share Units
|
|
Restricted Stock Units
|
||||||||
Reason for award
|
|
Number of
Shares |
|
Grant Date
Fair Value |
|
Number of
Shares |
|
Grant Date
Fair Value |
||||
New hire (as VP of Business Finance)(1)
|
|
|
|
|
|
10,450
|
|
|
$383,785
|
|
||
Interim Chief Financial Officer(2)
|
|
|
|
|
|
10,450
|
|
|
$393,261
|
|
||
Promotion to Chief Financial Officer(3)
|
|
|
|
|
|
26,330
|
|
|
$952,813
|
|
||
Fiscal year 2020 annual equity award(4)
|
|
22,117
|
|
|
$842,215
|
|
|
14,745
|
|
|
$533,582
|
|
1.
|
New hire award provided as part of the offer package when Mr. Olmstead joined Logitech as Vice President of Business Finance in April 2019. The RSU award vests in four equal annual installments over a four-year vesting period based on the continued service of the executive officer on each such vesting date.
|
2.
|
Mr. Olmstead received an RSU grant with one-year annual vesting when he was appointed interim Chief Financial Officer.
|
3.
|
Mr. Olmstead received an RSU grant when he was appointed Chief Financial Officer. The RSU award vests over four years with 33% vesting in two years, 33% vesting in three years and the final 33% vesting in four years from the grant date.
|
4.
|
Mr. Olmstead's fiscal year 2020 annual equity award was composed of 60% PSUs and 40% time-based RSUs and vests in the same manner as the rest of the executive officers as described below.
|
1.
|
Three-year weighted average Revenue growth measured in constant currency;
|
2.
|
A modifier based on Logitech's relative total shareholder return (“TSR”) against the Nasdaq-100 Index, or TSR Rank, over the three-year performance period; and
|
3.
|
A "gate" that requires achievement of a minimum level of cumulative Non-GAAP Operating Income over the three-year performance period for any award to vest.
|
Employment Arrangements
|
Post-Employment Compensation
|
•
|
All RSUs and PSUs containing time-based elements would accelerate in full with respect to shares that are subject to time-based vesting.
|
•
|
No shares subject to performance-based vesting requirements would accelerate.
|
Other Compensation Policies
|
Named Executive Officer |
|
Minimum Required Level of
Stock Ownership |
Chief Executive Officer
|
|
5x Base Salary
|
Chief Financial Officer
|
|
3x Base Salary
|
Other Executive Officers
|
|
2x Base Salary
|
•
|
has committed an act of embezzlement, fraud or breach of fiduciary duty;
|
•
|
makes an unauthorized disclosure of any Logitech trade secret or confidential information; or
|
•
|
induces any customer to breach a contract with Logitech.
|
Tax and Accounting Considerations
|
Compensation Risks Assessment
|
•
|
Equity awards granted under the 2006 Stock Incentive Plan.
|
•
|
Management Performance Bonus Plan.
|
•
|
Employee Performance Bonus Plan.
|
•
|
Sales Commission Plans.
|
•
|
Change of Control Agreements.
|
Report of the Compensation Committee
|
Summary Compensation Table for Fiscal Year 2020
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus
($)
|
|
Stock Awards ($)(1)
|
|
Option Awards ($)
|
|
Non-equity Incentive Plan Compensation ($)(2)
|
Changes in Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)(3)
|
Total ($)
|
|||||
Guerrino De Luca
|
FY20
|
500,000
|
|
—
|
|
499,275
|
|
|
—
|
|
530,000
|
|
—
|
18,856
|
|
1,548,131
|
|
Executive DIrector
|
FY19
|
500,000
|
|
—
|
|
491,185
|
|
|
—
|
|
890,000
|
|
—
|
18,772
|
|
1,899,957
|
|
|
FY18
|
500,000
|
|
—
|
|
496,742
|
|
|
—
|
|
575,000
|
|
—
|
24,876
|
|
1,596,618
|
|
Bracken Darrell
|
FY20
|
925,000
|
|
—
|
|
5,717,237
|
|
|
—
|
|
1,387,500
|
|
—
|
19,170
|
|
8,048,907
|
|
President and Chief Executive Officer
|
FY19
|
925,000
|
|
—
|
|
5,402,635
|
|
|
—
|
|
2,058,125
|
|
—
|
19,192
|
|
8,404,952
|
|
FY18
|
924,327
|
|
—
|
|
4,967,079
|
|
|
—
|
|
1,329,688
|
|
—
|
18,761
|
|
7,239,855
|
|
|
Nate Olmstead(4)
|
FY20
|
413,942
|
|
135,508
|
|
3,105,656
|
|
|
—
|
|
509,600
|
|
—
|
9,498
|
|
4,174,204
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vincent Pilette(5)
|
FY20
|
87,500
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
96,306
|
|
183,806
|
|
Former Chief Financial Officer
|
FY19
|
650,000
|
|
—
|
|
2,946,929
|
|
|
—
|
|
1,157,000
|
|
—
|
12,154
|
|
4,766,083
|
|
|
FY18
|
649,038
|
|
—
|
|
2,483,555
|
|
|
—
|
|
910,000
|
|
—
|
14,067
|
|
4,056,660
|
|
(1)
|
These amounts do not represent the actual economic value realized by the named executive officer. Under SEC rules, the values reported in the “Stock Awards” column reflect the aggregate grant date fair value of stock awards granted to each of the listed officers in the fiscal years shown. The key assumptions and methodology of valuation of stock awards and stock options are presented in Note 5 to the Consolidated Financial Statements included in Logitech’s Annual Report to Shareholders. No stock options were granted to our named executive officers during fiscal years 2018, 2019 or 2020.
|
(2)
|
Reflects amounts earned under the Logitech Management Performance Bonus Plan. This non-equity incentive plan compensation was earned during the applicable fiscal year but, for executive officers, was paid during the next fiscal year in accordance with the terms of the Logitech Management Performance Bonus Plan.
|
(3)
|
Details regarding the various amounts included in this column are provided in the following table entitled “All Other Compensation.”
|
(4)
|
The "Bonus" amount for Mr. Olmstead includes a cash sign-on bonus paid when he joined Logitech as Vice President of Business Finance and compensation payable to him as interim Chief Financial Officer. The stock award value includes a new hire RSU award, an Interim CFO stock award, a stock award when he assumed the role of Chief Financial Officer and became a member of the Group Management Team, and a fiscal year 2020 annual stock award consistent with other Named Executive Officers.
|
(5)
|
Mr. Pilette resigned from the Group Management Team and ceased to be an executive officer effective May 17, 2019. He served as our Chief Financial Officer through that date.
|
Name
|
Year
|
|
401(k)
($)(1)
|
|
Group
Term Life
Insurance and LTD
($)
|
|
Accrued Vacation Payout
($)(2)
|
|
Total ($)
|
Guerrino De Luca
|
FY20
|
|
8,477
|
|
10,379
|
|
—
|
|
18,856
|
|
FY19
|
|
8,250
|
|
10,522
|
|
—
|
|
18,772
|
|
FY18
|
|
8,869
|
|
16,007
|
|
—
|
|
24,876
|
Bracken Darrell
|
FY20
|
|
8,400
|
|
10,770
|
|
—
|
|
19,170
|
|
FY19
|
|
8,250
|
|
10,942
|
|
—
|
|
19,192
|
|
FY18
|
|
8,342
|
|
10,419
|
|
—
|
|
18,761
|
Nate Olmstead
|
FY20
|
|
7,084
|
|
2,414
|
|
—
|
|
9,498
|
Vincent Pilette
|
FY20
|
|
2,000
|
|
556
|
|
93,750
|
|
96,306
|
|
FY19
|
|
8,250
|
|
3,904
|
|
—
|
|
12,154
|
|
FY18
|
|
8,446
|
|
5,621
|
|
—
|
|
14,067
|
(1)
|
Represents 401(k) savings plan matching contributions, which are available to all of our regular employees who are on our U.S. payroll.
|
(2)
|
Represents payout of accrued and unused vacation time.
|
Grants of Plan-Based Awards Table for Fiscal Year 2020
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards Number of Shares of Stock or Units (#)(3)
|
|
Grant Date Fair Value
($)(4)
|
|||||||||||||||
Name
|
Type
|
Grant Date (MM/DD/YY)
|
Approval Date
|
|
Threshold
($)(1)
|
Target
($)(1)
|
Maximum
($)(1)
|
Actual
$(2)
|
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|
|
||||||||||||
Guerrino De Luca
|
RSU
|
04/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
4,850
|
|
|
192,488
|
|
|
|
PSU
|
04/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
7,275
|
|
14,550
|
|
|
—
|
|
|
306,787
|
|
|
|
FY20 Bonus
|
n/a
|
n/a
|
|
165,625
|
|
441,667
|
|
883,334
|
|
530,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Bracken Darrell
|
RSU
|
05/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
60,621
|
|
|
2,226,358
|
|
|
|
PSU
|
05/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
90,932
|
|
181,864
|
|
|
—
|
|
|
3,490,879
|
|
|
|
FY20 Bonus
|
n/a
|
n/a
|
|
433,594
|
|
1,156,250
|
|
2,312,500
|
|
1,387,500
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Nate Olmstead
|
RSU
|
05/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
10,450
|
|
(5
|
)
|
383,785
|
|
|
RSU
|
05/19/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
10,450
|
|
(6
|
)
|
393,261
|
|
|
RSU
|
08/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
26,330
|
|
(7
|
)
|
533,582
|
|
|
RSU
|
08/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
14,745
|
|
|
952,813
|
|
|
|
PSU
|
08/15/19
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
22,117
|
|
44,234
|
|
|
—
|
|
|
842,215
|
|
|
|
FY20 Bonus
|
n/a
|
n/a
|
|
136,500
|
|
364,000
|
|
728,000
|
|
509,600
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Vincent Pilette(8)
|
n/a
|
n/a
|
n/a
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts in these columns reflect potential payouts with respect to each applicable performance period for the fiscal year 2020 bonus programs under the Bonus Plan described in “Compensation Discussion and Analysis” above.
|
(2)
|
The amounts in this column reflect actual payouts with respect to each applicable performance period for the fiscal year 2020 bonus programs under the Bonus Plan. The actual payout amounts are reflected in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table for Fiscal Year 2020.
|
(3)
|
RSUs vest at a rate of 25% per year over four years, on each yearly anniversary of the grant date.
|
(4)
|
These amounts do not represent the actual economic value realized by the named executive officer. Amounts in this column represent the grant date fair value of RSUs and PSUs calculated in accordance with Accounting Standards Codification (ASC) 718 but does not include any reduction for estimated forfeitures. Performance-based RSUs (“PSUs”) granted in fiscal year 2020 are based on non-GAAP Operating income, Weighted Average Constant Currency Revenue Growth Rate ("WACCR") and relative Total Shareholder Return (“TSR”) versus the Nasdaq-100 Index TSR benchmark over the performance period and that number is calculated by multiplying the value determined using the Monte Carlo method assuming the WACCR is at targeted growth and the non-GAAP Operating income gate is achieved by the target number of units awarded. The key assumptions for the valuation of the PSUs are presented in Note 5 to the Consolidated Financial Statements included in Logitech’s Annual Report to Shareholders and Annual Report on Form 10-K for fiscal year 2020. All shares subject to the PSU vesting conditions are unvested. The actual amount, if any, of shares that will vest under the PSU grants will not be known until May 15, 2022.
|
(5)
|
New hire award provided as part of the offer package when Mr. Olmstead joined Logitech as Vice President of Business Finance in April 2019. The RSU award vests in four equal annual installments over a four-year vesting period based on the continued service of the executive officer on each such vesting date.
|
(6)
|
Mr. Olmstead received an RSU grant with one-year annual vesting when he was appointed interim Chief Financial Officer.
|
(7)
|
Mr. Olmstead received an RSU grant when he was appointed Chief Financial Officer. The RSU award vests over four years with 33% vesting in two years, 33% vesting in three years and the final 33% vesting in four years from the grant date.
|
(8)
|
Mr. Pilette submitted his resignation in April 2019, effective as of May 2019, and the Compensation Committee did not implement any changes to his compensation for fiscal year 2020 or grant any equity.
|
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
|
Outstanding Equity Awards at Fiscal Year 2020 Year-End Table
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||
Name
|
Grant Date
(MM/DD/YY)
|
|
Number of
Securities
Underlying
Unexercised Options
(#)
Exercisable
|
|
Option Exercise Price ($)
Share
|
|
Option Exercise
Date
(MM/DD/YY)
|
|
Market Value
of
Unexercised Options ($)
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of
Shares or Units of Stock That Have Not Vested ($)
|
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
||||||||
Guerrino De Luca
|
01/04/13
|
|
130,000
|
|
|
7.83
|
|
|
01/04/23
|
|
|
4,563,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
04/15/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,116
|
|
|
133,770
|
|
|
—
|
|
|
—
|
|
|
04/15/17
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,224
|
|
|
138,406
|
|
|
9,675
|
|
(2)
|
415,348
|
|
|
04/15/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,050
|
|
|
173,867
|
|
|
8,100
|
|
(1)
|
347,733
|
|
|
04/15/19
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,850
|
|
|
208,211
|
|
|
7,275
|
|
(1)
|
312,316
|
|
|
Total
|
|
130,000
|
|
|
|
|
|
|
4,563,000
|
|
|
15,240
|
|
|
654,254
|
|
|
25,050
|
|
|
1,075,397
|
|
||
Bracken Darrell
|
04/16/12
|
|
360,021
|
|
|
14.05
|
|
|
04/16/22
|
|
|
10,397,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
04/16/12
|
|
400,000
|
|
|
16.06
|
|
|
04/16/22
|
|
|
10,748,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
04/16/12
|
|
400,000
|
|
|
20.08
|
|
|
04/16/22
|
|
|
9,140,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
04/15/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,049
|
|
|
1,204,144
|
|
|
—
|
|
|
—
|
|
|
04/15/17
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,248
|
|
|
1,384,407
|
|
|
96,743
|
|
(2)
|
4,153,177
|
|
|
04/15/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,547
|
|
|
1,912,403
|
|
|
89,093
|
|
(1)
|
3,824,762
|
|
|
05/15/19
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,621
|
|
|
2,602,460
|
|
|
90,932
|
|
(1)
|
3,903,711
|
|
|
Total
|
|
1,160,021
|
|
|
|
|
|
|
30,285,406
|
|
|
165,465
|
|
|
4,500,954
|
|
|
276,768
|
|
|
7,977,939
|
|
||
Nate Olmstead
|
05/15/19
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,450
|
|
(3)
|
448,619
|
|
|
—
|
|
|
—
|
|
|
05/15/19
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,450
|
|
(4)
|
448,619
|
|
|
—
|
|
|
—
|
|
|
08/15/19
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,330
|
|
(5)
|
1,130,347
|
|
|
—
|
|
|
—
|
|
|
08/15/19
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,745
|
|
|
633,003
|
|
|
22,117
|
|
(1)
|
949,483
|
|
|
Total
|
|
|
|
|
|
|
|
|
—
|
|
|
61,975
|
|
|
2,660,588
|
|
|
22,117
|
|
|
949,483
|
|
||
Vincent Pilette(6)
|
n/a
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The actual conversion, if any, of the PSUs granted in fiscal year 2019 and 2020 into Logitech shares following the conclusion of the 3-year performance period will range between 0% and 200% of that target amount, depending upon on the achievement of Weighted Average Constant Currency Revenue Growth Rate ("WACCR"), non-GAAP operating income, and TSR versus the Nasdaq-100 Index TSR benchmark over the performance period.
|
(2)
|
The actual conversion of the PSUs based on relative TSR granted in fiscal year 2018 into Logitech shares was 160% of that target amount, based on the achievement of Weighted Average Constant Currency Revenue Growth Rate ("WACCR"), non-GAAP operating income, and Logitech’s TSR performance versus the Nasdaq-100 index TSR benchmark from April 1, 2017 to March 31, 2020, which was confirmed by the Compensation Committee subsequently in May 2020.
|
(3)
|
New hire award provided as part of the offer package when Mr. Olmstead joined Logitech as Vice President of Business Finance in April 2019. The RSU award vests in four equal annual installments over a four-year vesting period based on the continued service of the executive officer on each such vesting date.
|
(4)
|
Mr. Olmstead received an RSU grant with one-year annual vesting when he was appointed interim Chief Financial Officer.
|
(5)
|
Mr. Olmstead received an RSU grant when he was appointed Chief Financial Officer. The RSU award vests over four years with 33% vesting in two years, 33% vesting in three years and the final 33% vesting in four years from the grant date.
|
(6)
|
Mr. Pilette submitted his resignation in April 2019, effective as of May 2019.
|
Option Exercises and Stock Vested Table for Fiscal Year 2020
|
|
Option Award
|
|
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
|
Value
Realized on
Exercise
($)(1)
|
|
Number of
Shares
Acquired on
Vesting
(#)
|
|
Value
Realized on
Vesting
($)(2)
|
||||
Guerrino De Luca
|
—
|
|
|
—
|
|
|
26,951
|
|
|
1,111,459
|
|
Bracken Darrell
|
539,979
|
|
|
18,610,998
|
|
|
250,596
|
|
|
10,334,579
|
|
Nate Olmstead
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vincent Pilette
|
—
|
|
|
—
|
|
|
115,845
|
|
|
4,777,448
|
|
(1)
|
The value realized equals the difference between the option exercise price and the fair market value of Logitech shares on the date of exercise, multiplied by the number of shares for which the option was exercised.
|
(2)
|
Based on the closing trading price of Logitech shares on the Nasdaq Global Select Market on the date of vesting of the underlying awards.
|
Pension Benefits Table for Fiscal Year 2020
|
Name
|
Plan Name
|
|
Number of Years
of Credited Service
(#)
|
|
Present Value of Accumulated Benefit
($)
|
|
Guerrino De Luca
|
n/a
|
|
n/a
|
|
—
|
|
Bracken Darrell
|
n/a
|
|
n/a
|
|
—
|
|
Nate Olmstead
|
n/a
|
|
n/a
|
|
—
|
|
Vincent Pilette
|
n/a
|
|
n/a
|
|
—
|
|
Non-qualified Deferred Compensation Table for Fiscal Year 2020
|
Name
|
Executive
Contributions in Last Fiscal Year
($)(1)
|
|
Logitech
Contributions in Last Fiscal Year
($)
|
|
Aggregate Earnings in Last Fiscal Year
($)(2)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate Balance at Last Fiscal Year End
($)
|
|||||
Guerrino De Luca
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bracken Darrell
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nate Olmstead
|
|
|
|
|
|
|
|
|
|
|||||
Vincent Pilette
|
—
|
|
|
—
|
|
|
5,386
|
|
|
836,599
|
|
|
—
|
|
(1)
|
Amounts are included in the "Summary Compensation Table for Fiscal Year 2020" in the “Non-equity Incentive Plan Compensation” column for fiscal year 2020. All contributions were made under the Logitech Inc. Deferred Compensation Plan.
|
(2)
|
These amounts are not included in the "Summary Compensation Table for Fiscal Year 2020" because plan earnings were not preferential or above market.
|
Narrative Disclosure to Non-Qualified Deferred Compensation Table
|
Payments upon Termination or Change in Control
|
•
|
PSU and RSU award agreements that provide for the accelerated vesting of the shares subject to the award agreements under certain circumstances described below.
|
•
|
Employment or other agreements with Bracken Darrell and Nate Olmstead, under which each of them is entitled to receive a 12 or nine-month notice period or becomes subject to non-competition provisions if we terminate his employment or if he resigns.
|
Name
|
Value of
Accelerated Equity Awards(1) ($) |
|
Guerrino De Luca
|
1,185,040
|
|
Bracken Darrell
|
13,236,521
|
|
Nate Olmstead
|
1,763,350
|
|
Vincent Pilette
|
—
|
|
(1)
|
Represents, as of March 31, 2020, the aggregate market value of shares underlying all unvested RSUs and PSUs, in each case held by the Named Executive Officer as of March 31, 2020 that are subject to acceleration according to the terms of an equity award agreement. For the PSUs granted on April 15, 2017 based on non-GAAP Operating income, Weighted Average Constant Currency Revenue Growth Rate ("WACCR") and relative TSR, as of March 31, 2020 the performance condition was at a level which would have produced a payout percentage of 160%; therefore, 160% of such value was attributed to the shares subject to such PSUs.
|
Pay Ratio
|
▪
|
the median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was $14,948; and
|
▪
|
the annual total compensation of Mr. Bracken Darrell, our President and Chief Executive Officer was $8,048,907.
|
Compensation of Non-Employee Directors
|
|
Amount (CHF)
|
|
Amount ($)(1)
|
Annual cash retainer
|
60,000
|
|
60,612
|
An additional annual cash retainer for the non-executive chairperson
|
150,000
|
|
151,530
|
An additional annual cash retainer for the lead independent director
|
20,000
|
|
20,204
|
Annual retainer for the Audit Committee chair
|
40,000
|
|
40,408
|
Annual retainer for the Compensation Committee chair
|
40,000
|
|
40,408
|
Annual retainer for the Nominating Committee chair
|
15,000
|
|
15,153
|
Annual retainer for the Technology and Innovation Committee chair
|
11,000
|
|
11,112
|
Annual retainer for non-chair Audit Committee members
|
20,000
|
|
20,204
|
Annual retainer for non-chair Compensation Committee members
|
15,000
|
|
15,153
|
Annual retainer for non-chair Nominating Committee members
|
5,000
|
|
5,051
|
Annual retainer for non-chair Technology and Innovation Committee members
|
5,000
|
|
5,051
|
Annual RSU grant
|
200,000
|
|
202,040
|
Reimbursement of reasonable expenses for non-local travel (business class)
|
|
|
|
(1)
|
Amounts in Swiss Francs were converted using the 12-month average (April 2019 to March 2020) exchange rate of 1 Swiss Franc to 1.0102 U.S. Dollars.
|
Name
|
Fees Earned in Cash
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Total
($)
|
|||
Patrick Aebischer
|
73,240
|
|
|
199,573
|
|
|
272,813
|
|
Wendy Becker(3)(4)
|
176,785
|
|
|
199,573
|
|
|
376,358
|
|
Edouard Bugnion
|
86,877
|
|
|
199,573
|
|
|
286,450
|
|
Guy Gecht(5)
|
38,304
|
|
|
199,573
|
|
|
237,877
|
|
Didier Hirsch
|
106,071
|
|
|
199,573
|
|
|
305,644
|
|
Neil Hunt
|
89,234
|
|
|
199,573
|
|
|
288,807
|
|
Marjorie Lao
|
72,398
|
|
|
199,573
|
|
|
271,971
|
|
Neela Montgomery
|
80,816
|
|
|
199,573
|
|
|
280,389
|
|
Dimitri Panayotopoulos(6)
|
16,582
|
|
|
—
|
|
|
16,582
|
|
Michael Polk(5)
|
58,928
|
|
|
199,573
|
|
|
258,501
|
|
Lung Yeh(7)
|
35,778
|
|
|
—
|
|
|
35,778
|
|
(1)
|
Amounts in Swiss Francs were converted using the 12-month average (April 2019 to March 2020) exchange rate of 1 Swiss Franc to 1.0102 U.S. Dollars.
|
(2)
|
Amounts shown do not reflect compensation actually received by the directors. Instead, the amount shown is the aggregate grant date fair value of stock-related awards granted in fiscal year 2020 computed in accordance with ASC Topic 718 -- Compensation -- Stock Compensation, disregarding forfeiture assumptions. The grant date fair value used to calculate the aggregate value for fiscal year 2020 was CHF 39.43 per share.
|
(3)
|
Wendy Becker elected to receive a portion of her Board fees in shares.
|
(4)
|
Wendy Becker was first elected as Chairperson at the Annual General Meeting in September 2019.
|
(5)
|
Guy Gecht and Michael Polk were first elected as directors at the Annual General Meeting in September 2019.
|
(6)
|
Dimitri Panayotopoulos stepped down as a director in June 2019. He received a pro-rated portion of his retainers and the stock award for the 2018 to 2019 Board Year was forfeited.
|
(7)
|
Lung Yeh did not stand for re-election as a director at the Annual General Meeting in September 2019.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
Grant Date
(MM/DD/YY) |
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying Unexercised Options Unexercisable
(#) |
Option Exercise Price / Share
($)
|
Market
Value of Unexercised Options ($) |
|
Number of
Shares or Units of Stock That Have Not Vested (#) (1) |
Market Value of Shares or Units of Stock That Have Not Vested
($) |
Patrick Aebischer
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Wendy Becker
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Edouard Bugnion
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Guy Gecht
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Didier Hirsch
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Neil Hunt
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Marjorie Lao
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Neela Montgomery
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
Michael Polk
|
09/04/19
|
—
|
—
|
—
|
—
|
|
4,982
|
210,573
|
(1)
|
Unless otherwise indicated, the shares subject to these stock awards vest in full on the first anniversary of the grant date. If the non-employee director ceases to provide service prior to the applicable vesting date (for reasons other than death or disability),all unvested stock awards are forfeited. If a non-employee director dies or has a separation of service due to disability, all shares subject to the stock award will vest.
|
Compensation Tables Audited Under Swiss Law
|
1.
|
Introduction
|
2.
|
Compensation of members of the Group Management Team in Fiscal Years 2020 and 2019
|
(in CHF)(1)
|
|
Base
Salary
|
|
Bonus(2)
|
|
Stock
Awards(3)
|
|
Other
Compensation(4)
|
|
Total
|
|||||
Bracken Darrell, President and CEO
|
915,660
|
|
|
1,373,490
|
|
|
5,659,510
|
|
|
237,455
|
|
|
8,186,115
|
|
|
Nate Olmstead, Chief Financial Officer(5)
|
303,158
|
|
|
578,698
|
|
|
2,305,098
|
|
|
100,821
|
|
|
3,287,775
|
|
|
Vincent Pilette, former Chief Financial Officer(6)
|
86,617
|
|
|
—
|
|
|
—
|
|
|
101,000
|
|
|
187,617
|
|
|
Marcel Stolk, former Executive Chairman,
Logitech Europe S.A. and Senior Vice
President, Business Model Innovation(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
545,955
|
|
|
545,955
|
|
|
Total Group Management Team
|
1,305,435
|
|
|
1,952,188
|
|
|
7,964,608
|
|
|
985,231
|
|
|
12,207,462
|
|
(in CHF)(8)
|
|
Base
Salary
|
|
Bonus(2)
|
|
Stock
Awards(3)
|
|
Other
Compensation(4)
|
|
Total
|
|||||
Bracken Darrell, President and CEO
|
914,845
|
|
|
2,035,531
|
|
|
5,343,324
|
|
|
243,930
|
|
|
8,537,630
|
|
|
Vincent Pilette, former Chief Financial Officer
|
642,864
|
|
|
1,144,298
|
|
|
2,914,577
|
|
|
152,559
|
|
|
4,854,298
|
|
|
Marcel Stolk, former Executive Chairman,
Logitech Europe S.A. and Senior Vice President, Business Model Innovation |
539,215
|
|
|
373,855
|
|
|
972,824
|
|
|
251,167
|
|
|
2,137,061
|
|
|
L. Joseph Sullivan, former Senior Vice
President, Worldwide Operations(9)
|
406,545
|
|
|
296,351
|
|
|
364,345
|
|
|
143,429
|
|
|
1,210,670
|
|
|
Total Group Management Team
|
2,503,469
|
|
|
3,850,035
|
|
|
9,595,070
|
|
|
791,085
|
|
|
16,739,659
|
|
1)
|
Fiscal year 2020 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2019 to March 2020) exchange rate of 1CHF = US$1.0102.
|
2)
|
Bonus reflects amounts earned under the Logitech Management Performance Bonus Plan. For fiscal year 2020, the amount for Nate Olmstead includes a special bonus received after Mr. Olmstead's promotion to Chief Financial Officer and appointment to the Group Management Team.
|
3)
|
Amounts shown reflect the grant date fair value, by fiscal year, of stock awards granted in such fiscal year. The key assumptions and methodology for valuation of stock awards are presented in Note 5 to Logitech’s consolidated financial statements on page 74 of the Company's 2020 Annual Report. For fiscal year 2020, the amount for Nate Olmstead includes a stock award when he assumed the role of Chief Financial Officer and a fiscal year 2020 annual stock award consistent with other members of the Group Management Team.
|
4)
|
Other compensation includes term life insurance premiums, long-term disability insurance premiums, employer’s contribution to medical premiums, matching contributions made by the Company to the Logitech Inc. 401(k) plan, payout of accrued and unused
|
5)
|
Nate Olmstead joined the Company as head of Financial Planning & Analysis on April 1, 2019, was appointed as the Company’s interim Chief Financial Officer, effective as of June 1, 2019, and was appointed as the Company’s Chief Financial Officer and a member of the Group Management Team on July 22, 2019. His reported compensation reflects payments received and stock grants awarded after Mr. Olmstead's promotion to Chief Financial Officer and appointment to the Group Management Team.
|
6)
|
Vincent Pilette resigned as Chief Financial Officer and the Company accepted his resignation from the Group Management Team, effective as of May 17, 2019.
|
7)
|
Marcel Stolk resigned as Executive Chairman, Logitech Europe S.A. and Logitech’s Senior Vice President, Business Model Innovation, effective as of April 30, 2019, and the Company accepted his resignation from the Group Management Team, effective as of March 31, 2019. Other Compensation for Mr. Stolk includes compensation payments made over the course of fiscal year 2020 in connection with a non-compete agreement.
|
8)
|
Fiscal year 2019 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2018 to March 2019) exchange rate of 1CHF = US$1.0111.
|
9)
|
L. Joseph Sullivan resigned from the Group Management Team effective as of May 2, 2018 and retired from the Company as of February 2, 2019, the end of his contractual notice period.
|
3.
|
Compensation of Board of Directors in Fiscal Years 2020 and 2019
|
(in CHF)(1)
|
|
Base
Salary(2)
|
|
Bonus(3)
|
|
Stock
Awards(4)
|
|
Other
Compensation(5)
|
|
Total
|
|||||
Patrick Aebischer
|
72,500
|
|
|
—
|
|
|
197,558
|
|
|
26,114
|
|
|
296,172
|
|
|
Wendy Becker (6)
|
175,000
|
|
|
—
|
|
|
197,558
|
|
|
35,351
|
|
|
407,909
|
|
|
Edouard Bugnion
|
86,000
|
|
|
—
|
|
|
197,558
|
|
|
27,331
|
|
|
310,889
|
|
|
Guerrino De Luca(7)
|
494,951
|
|
|
524,649
|
|
|
494,234
|
|
|
77,002
|
|
|
1,590,836
|
|
|
Guy Gecht(8)
|
37,917
|
|
|
—
|
|
|
197,558
|
|
|
22,998
|
|
|
258,473
|
|
|
Didier Hirsch
|
105,000
|
|
|
—
|
|
|
197,558
|
|
|
—
|
|
|
302,558
|
|
|
Neil Hunt
|
88,333
|
|
|
—
|
|
|
197,558
|
|
|
27,541
|
|
|
313,432
|
|
|
Marjorie Lao
|
71,667
|
|
|
—
|
|
|
197,558
|
|
|
26,039
|
|
|
295,264
|
|
|
Neela Montgomery
|
80,000
|
|
|
—
|
|
|
197,558
|
|
|
26,790
|
|
|
304,348
|
|
|
Dimitri Panayotopoulos(9)
|
16,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,415
|
|
|
Michael Polk(8)
|
58,333
|
|
|
—
|
|
|
197,558
|
|
|
24,838
|
|
|
280,729
|
|
|
Lung Yeh(10)
|
35,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,417
|
|
|
Total Board Members(11)
|
1,321,533
|
|
|
524,649
|
|
|
2,272,256
|
|
|
294,004
|
|
|
4,412,442
|
|
(in CHF)(12)
|
|
Base
Salary(2)
|
|
Bonus(3)
|
|
Stock
Awards(4)
|
|
Other
Compensation(5)
|
|
Total
|
|||||
Patrick Aebischer
|
71,417
|
|
|
—
|
|
|
165,255
|
|
|
21,827
|
|
|
258,499
|
|
|
Wendy Becker
|
86,250
|
|
|
—
|
|
|
165,255
|
|
|
23,083
|
|
|
274,588
|
|
|
Edouard Bugnion
|
91,833
|
|
|
—
|
|
|
165,255
|
|
|
23,556
|
|
|
280,644
|
|
|
Sally Davis(13)
|
35,833
|
|
|
—
|
|
|
—
|
|
|
3,465
|
|
|
39,298
|
|
|
Guerrino De Luca(7)
|
494,511
|
|
|
880,229
|
|
|
485,793
|
|
|
83,648
|
|
|
1,944,181
|
|
|
Sue Gove(13)
|
33,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,333
|
|
|
Didier Hirsch
|
105,000
|
|
|
—
|
|
|
166,083
|
|
|
—
|
|
|
271,083
|
|
|
Neil Hunt
|
100,000
|
|
|
—
|
|
|
166,083
|
|
|
24,318
|
|
|
290,401
|
|
|
Marjorie Lao(14)
|
35,000
|
|
|
—
|
|
|
165,255
|
|
|
18,742
|
|
|
218,997
|
|
|
Neela Montgomery
|
71,667
|
|
|
—
|
|
|
166,083
|
|
|
21,918
|
|
|
259,668
|
|
|
Dimitri Panayotopoulos
|
75,000
|
|
|
—
|
|
|
165,255
|
|
|
—
|
|
|
240,255
|
|
|
Lung Yeh
|
82,917
|
|
|
—
|
|
|
166,083
|
|
|
—
|
|
|
249,000
|
|
|
Total Board Members(11)
|
1,282,761
|
|
|
880,229
|
|
|
1,976,400
|
|
|
220,557
|
|
|
4,359,947
|
|
1)
|
Fiscal year 2020 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2019 to March 2020) exchange rate of 1CHF = US$1.0102.
|
2)
|
Base salary for non-employee members of the Board of Directors includes annual Board and committee retainers.
|
3)
|
Bonus includes amounts earned under the Logitech Management Performance Bonus Plan.
|
4)
|
Amounts shown reflect the grant date fair value of the annual stock award. The key assumptions and methodology for valuation of stock awards are presented in Note 5 to Logitech’s consolidated financial statements on page 74 of the Company's 2020 Annual Report.
|
5)
|
Other compensation for Mr. De Luca includes term life insurance premiums, long-term disability insurance premiums, employer’s contribution to medical premiums, matching contributions made by the Company to the Logitech Inc. 401(k) plan and employer’s contribution to social security and Medicare. Other compensation for the non-employee members of the Board includes Logitech's contributions to social security.
|
6)
|
Wendy Becker is Logitech's Chairperson as of the Annual General Meeting in September 2019.
|
7)
|
Guerrino De Luca, Logitech's former Chairperson through the Annual General Meeting in September 2019, is an executive member of the Board of Directors and his compensation is structured similarly to the members of the Group Management Team and other officers. He does not receive the retainers or equity awards used to compensate the non-employee members of the Board.
|
8)
|
Guy Gecht and Michael Polk were first elected as directors at the Annual General Meeting in September 2019.
|
9)
|
Dimitri Panayotopoulos stepped down as a director in June 2019. He received a pro-rated portion of his retainers and the stock award for the 2018 to 2019 Board Year was forfeited.
|
10)
|
Lung Yeh did not stand for re-election as a director at the Annual General Meeting in September 2019.
|
11)
|
Total Board Members does not include the compensation of Bracken Darrell, Logitech’s President and Chief Executive Officer, who is also a member of the Board. Mr. Darrell’s compensation is included as part of Total Group Management Team.
|
12)
|
Fiscal year 2019 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2018 to March 2019) exchange rate of 1CHF = US$1.0111.
|
13)
|
Sally Davis and Sue Gove did not stand for re-election as directors at the Annual General Meeting in September 2018.
|
14)
|
Marjorie Lao was first elected as a director at the Annual General Meeting in September 2018.
|
4.
|
Loans, credits and other payments
|
KPMG AG
|
|
|
|
Rolf Hauenstein
|
Regula Tobler
|
Licensed Audit Expert
Auditor in Charge
|
Licensed Audit Expert
|
|
|
Zurich, May 27, 2020
|
–
|
Remuneration report
|
Equity Compensation Plan Information
|
Plan Category
|
|
(a) Number of Securities to be
Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
|
|
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)
|
|
|
Equity Compensation Plans
Approved by Security Holders
|
|
4,760,743
|
(2)
|
|
$30
|
|
13,467,401
|
|
|
Equity Compensation Plans
Not Approved by Security Holders
|
|
1,160,021
|
(3)
|
|
$17
|
|
—
|
|
|
Total
|
|
5,920,764
|
(4)
|
|
$22
|
|
13,467,401
|
|
(5)
|
(1)
|
The weighted average exercise price is calculated based solely on outstanding options.
|
(2)
|
Includes options and rights to acquire shares outstanding under our 1996 Employee Share Purchase Plan (U.S.), 2006 Employee Share Purchase Plan (Non-U.S.) and 2006 Stock Incentive Plan.
|
(3)
|
Includes options and rights to acquire shares outstanding under our 2012 Stock Inducement Equity Plan adopted under the Nasdaq rules.
|
(4)
|
Represents approximately 3.5% of the issued and outstanding share capital of the Company as of March 31, 2020.
|
(5)
|
Represents approximately 8.1% of the issued and outstanding share capital of the Company as of March 31, 2020.
|
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