8-K – 2025-09-09 – logi-20250909.htm

logi-20250909 0001032975 false 0001032975 2025-09-09 2025-09-09

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

FORM  8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report: September 9, 2025
(Date of earliest event reported)

LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)

Commission File Number: 0-29174

Canton of Vaud, Switzerland None
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)

 

Logitech International S.A.
EPFL - Quartier de l'Innovation
1015 Lausanne, Switzerland

c/o Logitech Inc.

3930 North First Street

San Jose,
California
95134

(Address of principal executive offices and zip code)

(510) 795-8500
(Registrant’s telephone number, including area code)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Registered Shares LOGN SIX Swiss Exchange
Registered Shares LOGI Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □   

Item 5.07      Submission of Matters to a Vote of Security Holders

The Annual General Meeting of Shareholders (the “AGM”) of Logitech International S.A. (“Logitech” or the “Company”) was held on September 9, 2025. At the AGM, shareholders voted on the following proposals and cast their votes as follows:

Proposal 1 : Approval of the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2025

For Against Abstain Broker Non-Votes
83,594,070 68,280 580,546 3,925,010
99.92% 0.08% N/A N/A

Proposal 2 : Advisory vote to approve Named Executive Officers Compensation for fiscal year 2025

For Against Abstain Broker Non-Votes
65,927,879 17,525,682 789,335 3,925,010
79.00% 21.00% N/A N/A

Proposal 3 : Advisory vote on the Swiss Statutory Compensation Report for fiscal year 2025

For Against Abstain Broker Non-Votes
65,588,219 17,841,009 813,668 3,925,010
78.62% 21.38% N/A N/A

Proposal 4 : Advisory vote on the Swiss Statutory Non-Financial Matters Report for fiscal year 2025

For Against Abstain Broker Non-Votes
72,165,314 11,690,723 386,859 3,925,010
86.06% 13.94% N/A N/A

Proposal 5 : Appropriation of available earnings and declaration of dividend

For Against Abstain Broker Non-Votes
84,069,866 106,278 66,752 3,925,010
99.87% 0.13% N/A N/A

Proposal 6: Amendment of the Articles of Incorporation: Renewal of the Capital Band

For Against Abstain Broker Non-Votes
81,201,524 2,857,905 183,467 3,925,010
96.60% 3.40% N/A N/A

Proposal 7: Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2025

For Against Abstain Broker Non-Votes
82,524,573 611,988 867,934 3,925,010
99.26% 0.74% N/A N/A

Proposal 8: Elections to the Board of Directors
Proposal 8.A: Re-election of Mr. Donald Allan

For Against Abstain Broker Non-Votes
83,110,713 957,895 174,288 3,925,010
98.86% 1.14% N/A N/A

Proposal 8.B: Re-election of Dr. Edouard Bugnion

For Against Abstain Broker Non-Votes
83,868,935 203,035 170,926 3,925,010
99.76% 0.24% N/A N/A

Proposal 8.C: Re-election of Ms. Johanna ‘Hanneke’ Faber

For Against Abstain Broker Non-Votes
74,556,851 9,522,710 163,335 3,925,010
88.67% 11.33% N/A N/A

Proposal 8.D: Re-election of Mr. Guy Gecht

For Against Abstain Broker Non-Votes
83,690,508 387,232 165,156 3,925,010
99.54% 0.46% N/A N/A

Proposal 8.E: Re-election of Mr. Christopher Jones

For Against Abstain Broker Non-Votes
83,301,325 762,139 179,432 3,925,010
99.09% 0.91% N/A N/A

Proposal 8.F: Re-election of Ms. Marjorie Lao

For Against Abstain Broker Non-Votes
83,744,355 329,771 168,770 3,925,010
99.61% 0.39% N/A N/A

Proposal 8.G: Re-election of Mr. Owen Mahoney

For Against Abstain Broker Non-Votes
83,850,261 206,416 186,219 3,925,010
99.75% 0.25% N/A N/A

Proposal 8.H: Re-election of Ms. Neela Montgomery

For Against Abstain Broker Non-Votes
83,283,176 783,694 176,026 3,925,010
99.07% 0.93% N/A N/A

Proposal 8.I: Re-election of Mr. Kwok Wang Ng

For Against Abstain Broker Non-Votes
81,299,867 2,753,481 189,548 3,925,010
96.72% 3.28% N/A N/A

Proposal 8.J: Re-election of Ms. Deborah Thomas

For Against Abstain Broker Non-Votes
82,668,085 1,410,505 164,306 3,925,010
98.32% 1.68% N/A N/A

Proposal 8.K: Re-election of Mr. Sascha Zahnd

For Against Abstain Broker Non-Votes
83,069,621 999,062 174,213 3,925,010
98.81% 1.19% N/A N/A

Proposal 9 : Election of the Chairperson of the Board

For Against Abstain Broker Non-Votes
83,222,697 802,146 218,053 3,925,010
99.05% 0.95% N/A N/A

Proposal 10 : Elections to the Compensation Committee
Proposal 10.A : Re-election of Mr. Donald Allan

For Against Abstain Broker Non-Votes
80,916,370 3,140,263 186,263 3,925,010
96.26% 3.74% N/A N/A

Proposal 10.B : Re-election of Mr. Kwok Wang Ng

For Against Abstain Broker Non-Votes
78,226,353 5,781,467 235,076 3,925,010
93.12% 6.88% N/A N/A

Proposal 10.C : Re-election of Ms. Neela Montgomery

For Against Abstain Broker Non-Votes
81,107,661 2,960,179 175,056 3,925,010
96.48% 3.52% N/A N/A

Proposal 10.D : Re-election of Ms. Deborah Thomas

For Against Abstain Broker Non-Votes
82,013,444 2,014,742 214,710 3,925,010
97.60% 2.40% N/A N/A

Proposal 11 : Approval of Compensation for the Board of Directors for the 2025 to 2026 Board Year

For Against Abstain Broker Non-Votes
82,578,507 1,356,682 307,707 3,925,010
98.38% 1.62% N/A N/A

Proposal 12 : Approval of Compensation for the Group Management Team for fiscal year 2027

For Against Abstain Broker Non-Votes
67,377,691 16,530,519 334,686 3,925,010
80.30% 19.70% N/A N/A

Proposal 13 : 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 2026

For Against Abstain Broker Non-Votes
81,077,967 5,067,033 107,292 —
94.12% 5.88% N/A —

Proposal 14 : Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative

For Against Abstain Broker Non-Votes
83,795,734 316,978 130,184 3,925,010
99.62% 0.38% N/A N/A

Under the Company's Articles, abstentions are not counted towards the calculation of the majority required for passage of the proposals, except when Swiss law requires approval of a qualified majority of at least two-thirds of the votes and a majority of the nominal value of the shares, each as represented at the AGM.

Item 8.01 Other Events

With respect to the dividend approved under Proposal 5 described under Item 5.07 above, the Company has announced that the ex-dividend date (the first trading day without the right to receive the dividend payment) is expected to be Monday, September 22, 2025, on both the SIX Swiss Exchange and the Nasdaq Global Select Market, the record date is expected to be Tuesday, September 23, 2025, and the payment date is expected to be Wednesday, September 24, 2025. In order to be eligible to receive the dividend payment, Logitech shares must be purchased by the end of the official trading day on the SIX Swiss Exchange or the Nasdaq Global Select Market on Friday, September 19, 2025. Information regarding the pending dividend can be found on the Dividend page of the Logitech Investor Relations site within the Company’s corporate website.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Logitech International S.A.

   
  /s/ Matteo Anversa
   Matteo Anversa

   Chief Financial Officer
 

/s/ Samantha Harnett
 Samantha Harnett

 Chief Legal Officer
September 9, 2025