0001032975false00010329752023-10-292023-10-29


 
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 (Date of earliest event reported): October 29, 2023

 
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
 
Canton of Vaud,Switzerland0-29174None
(State or other jurisdiction
of incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
Logitech International S.A.
EPFL - Quartier de l'Innovation
Daniel Borel Innovation Center
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 classTrading 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. o  



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Chief Executive Officer

On October 30, 2023, Logitech International S.A. (“Logitech,” the “Company”) issued a press release announcing that Johanna W. (Hanneke) Faber will join Logitech as Chief Executive Officer, effective December 1, 2023. In connection with Ms. Faber’s appointment as Chief Executive Officer, Guy Gecht will no longer serve as Interim Chief Executive Officer of Logitech, also effective December 1, 2023.

Ms. Faber, age 54, has been serving as Business Group President of Unilever PLC, a multinational consumer goods company since July 1, 2022 where she has been overseeing the Nutrition Business Group and was previously President of the Foods & Refreshment Division of Unilever from May 2019 to June 2022. She joined Unilever in January 2018 as President Unilever Europe. Prior to Unilever, Ms. Faber served as Chief E-Commerce and Innovation Officer and member of the Executive Committee from 2016 to 2017 and Chief Commercial Officer from 2013 to 2016 of Ahold Delhaize N.V., a global food retailer. Ms. Faber has also been a member of the board of directors and audit committee of Tapestry Inc., a multinational luxury fashion and lifestyle brands holding company since 2021. Prior to her appointment as a board member at Tapestry, Ms. Faber served as supervisory board member of Bayer AG, a multinational pharmaceutical and biotechnology company, from 2016 to 2021.

The material compensatory terms of Ms. Faber’s employment are set forth in an employment agreement dated as of October 29, 2023 (the “Employment Agreement”). The following summary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

Salary

Ms. Faber’s annual base salary will be CHF equivalent of $1,350,000.

Ms. Faber will be eligible to participate in Logitech’s Leadership Team Bonus Program (the “Bonus Program”), targeted at 125% of her base salary for a potential total target cash compensation of CHF equivalent of $3,037,500.

Equity Award

Ms. Faber will be eligible to participate in Logitech’s annual equity program. Grants in this annual equity program are subject to market conditions, Company performance and Compensation Committee approval and granted in the form of Performance Share Units (“PSUs”). The annual equity grants for a three-year performance period are approved in the March Board meeting and granted on April 15 each year. For April, 2024, the Company will propose a PSU grant of $5,337,500 subject to the terms and conditions of the applicable plan, as approved by the Compensation Committee.

Replacement Bonus and Awards

The Employment Agreement also provides for a cash payment of CHF 2,379,845 to be paid in the February 2024 payroll (the “Share Buy Out Bonus”) and a grant of restricted stock units (the “RSUs”) with a grant value of $2,951,753, with respect of certain compensation that Ms. Faber forfeited from her prior employer. The Share Buy Out Bonus must be repaid to the Company if Ms. Faber is terminated for “cause” or resigns within 12 months of the payout date. The RSUs will be granted as follows, subject to the approval of the Compensation Committee: $1,655,636 will vest on February 15, 2025 and $1,296,117 on February 15, 2026, respectively, subject to Ms. Faber’s continued employment.

Benefits

Ms. Faber will be entitled to participate in the compensation and benefit programs generally available to Logitech’s executive officers in Switzerland, and upon relocation, the United States.

Ms. Faber will also be entitled to relocation assistance from the Netherlands to Switzerland and from Switzerland to the United States and a monthly relocation allowance of $25,000 net per month for up to 12 months in Switzerland and up to 24 months in the United States.



Except for termination by the Company for “Cause,” as such term is defined in the Employment Agreement, either Ms. Faber or the Company may terminate the Employment Agreement at any time by giving a one year notice (the “Notice Period”), during which Ms. Faber will continue to be a full-time employee of the Company. Ms. Faber will continue to receive her then-applicable base salary and remain eligible for all employee benefits, the payment of bonuses, and equity vesting, all in accordance with the Employment Agreement, during the Notice Period.

The Company expects to enter into its standard form of indemnification agreement with Ms. Faber.

Ms. Faber has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no arrangements or understandings between Ms. Faber and any other persons pursuant to which Ms. Faber was appointed as President and Chief Executive Officer, and there are no family relationships between Ms. Faber and any director or executive officer of the Company.

A copy of the related news release issued by the Company on October 30, 2023 is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.
 
d) Exhibits.
ExhibitDescription
Employment Agreement between Logitech Europe S.A. and Johanna W. (Hanneke) Faber dated October 29, 2023
News release issued by Logitech International S.A. dated October 30, 2023
104Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)



 
 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.
  
  
By:/s/ Charles Boynton
 Charles Boynton
 Chief Financial Officer
  
  
By:/s/ Samantha Harnett
 Samantha Harnett
 Chief Legal Officer
October 30, 2023 
Exhibit 10.1
image_1.jpg
October 27, 2023

Johanna W. (Hanneke) Faber


Dear Hanneke,

On behalf of Logitech International S.A. (“Logitech International” or “Company”), we are pleased to offer you employment with Logitech International as Chief Executive Officer (“You” or “Executive”), reporting directly to the Board of Directors of Logitech International (“Board of Directors”). Your employment will be with Logitech Europe S.A., and you will work at the Company offices in EPFL - Quartier de l'Innovation, Daniel Borel Innovation Center in Lausanne, Switzerland.

Your base salary will be the CHF equivalent of an annualized amount of $1,350,000 USD through the utilization of Logitech International Finance Department’s exchange rates, which conversion will occur a single time on your hire date. You will also be eligible to participate in Logitech International’s Leadership Team Bonus Plan, targeted at 125% of your base salary for a potential annual targeted total cash compensation of CHF equivalent of $3,037,500 USD. The Leadership Team Bonus Plan potential payouts currently range from 0 - 200% of the targeted amount. All compensation paid to you in your capacity as the Company's CEO, an executive officer or member of the Group Management Team shall be subject to social security and tax deductions as required under applicable laws. You will also be eligible to participate in Logitech’s annual equity program. Grants in this annual equity program are subject to market conditions, Company performance and Compensation Committee of Logitech International’s Board of Directors (“Compensation Committee”) approval and granted in the form of Performance Share Units (“PSUs”). The annual equity grants for a three-year performance period are approved in the March Board meeting and granted on April 15 each year. Company will propose a PSU grant of $5,337,500 subject to the terms and conditions of the applicable plan, including vesting requirements, in particular vesting following a three-year performance period, as approved by the Compensation Committee. The potential payouts for the Performance Share Units grant currently range from 0 - 200% of the targeted amount. You will be subject to Logitech's stock ownership guidelines which currently mandate that you must fully own Logitech shares with a market value equal to a multiple of five times your annual base salary. You will have 5 years to meet ownership requirements.

The Company shall also pay to the Executive a “Share Buy Out” bonus of CHF 2,379,845 awarded in cash to be paid in the February 2024 payroll. In addition, you will be awarded restricted stock units (“RSUs”) totaling $2,951,753. In the event the Executive is terminated “For Cause” or resigns within 12 months of the February 2024 pay out date (Resignation is defined as the date Executive provides notice of her resignation to the Company), the Executive will be required to repay the cash portion of the “Share Buy Out” paid within the 12-month period. The RSUs will be granted as follows, subject to the approval of Logitech International’s Compensation Committee: $1,655,636 will vest on February 15, 2025, and $1,296,117 will vest on February 15, 2026.


Logitech Europe SA         
EPFL- Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne
Switzerland
T: +41(0)21 863 51 11
Page 1 of 5



image_1.jpg
Logitech offers a comprehensive benefits package, including but not limited to medical (specifically, Company will provide Cigna coverage worldwide including dental and vision insurance plans for Executive and Executive’s family including children up to the age of 25 while you are employed by the Company and living in Switzerland) (effective on your date of hire), an Employee Share Purchase Plan, life insurance, short and long-term disability insurance, as well as vacation and sick leave and paid holidays. As a senior leader of the Company, you will also be eligible to participate in Logitech’s Management Deferred Compensation Plan once you have relocated to, and are employed by Logitech, Inc. in the United States.

Company will provide Executive with Relocation Assistance from the Netherlands to Switzerland and from Switzerland to the United States specifically to the San Francisco Bay Area, including but not limited to, transportation, temporary housing, destination services, household goods packing, shipping, and unpacking, as outlined in Logitech’s International Relocation Policy. Company will also provide immigration assistance and support. Company will also provide Executive a monthly Relocation Allowance for up to 12 months in Switzerland and up to 24 months in the United States. The monthly Relocation Allowance will be the equivalent of $25,000, which will be provided net, i.e., less applicable taxes. The total potential Relocation Allowance will be the equivalent of $900,000.

For your information, the Company’s compensation plans and programs are reviewed each year and may be subject to change. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees, including its executive officers, at any time. Any adjustment to your base salary or your target incentive bonus and other compensation shall be in the sole discretion of the Board of Directors or the Compensation Committee. In addition, you will be subject to Logitech’s Executive Clawback Policy, which will become effective on October 1, 2023, a copy of which is enclosed.

While it is our sincere hope and belief that our working relationship will be mutually beneficial, however, either the Company or you can terminate the employment relationship at any time, with or without cause. However, the Executive agrees to provide the Company with one (1) year of notice prior to the effective date of any termination of employment (the “Executive Notice Period”), however, the Company can agree to reduce the Executive’s Notice Period to less than one (1) year, which decision will be at the Company’s sole discretion. Except in cases where the Company terminates Executive’s employment for “Cause” (as defined below), the Company agrees to provide Executive with one (1) year of notice prior to the effective date of any termination of employment (“Company Notice Period”) (the Executive Notice Period or the Company Notice Period, as applicable, is referred to in this Agreement as the “Notice Period”). Notice of termination by either party shall be provided in writing. Executive shall remain a full-time employee of the Company during the Notice Period and shall not accept employment with any other entity during the Notice Period. Subject to specific terms contemplated in equity award agreements or equity or bonus plans, during the Notice Period, Executive shall continue to receive her base salary at the rate in effect as of the date either party has provided the other party with a notice of termination of employment (the “Date of Notice”), and Executive shall remain eligible for (i) all employee benefits in accordance with the provisions of the plans under which the benefits are provided, (ii) the payment of bonuses to the extent they become payable during the Notice Period, with the bonus amount determined at the discretion of the Board of Directors or the Compensation Committee acting in good faith based on the Executive’s target bonus (currently calculated as a percentage of base salary) in effect as of the Date of Notice and on the attainment level of the performance goals and metrics (corporate, business group and individual, as applicable) established by the Board of Directors or Compensation Committee for Executive within the applicable fiscal year bonus program and in accordance with the applicable bonus plans, and payable at the time all other members of the Group Management Team are paid their bonuses; and (iii) continued vesting of awards to acquire, or that are denominated in, shares of Logitech (“Equity Awards”) that were outstanding as of the Date of Notice. Executive shall be entitled to the acceleration of vesting of Equity Awards that were outstanding as of the Date of Notice in connection with a change of control of the Parent, to the extent set forth in any agreement evidencing the Equity Awards and only to the extent permitted under the Laws of Switzerland and California. Executive shall not be entitled to any new Equity Awards, bonuses, promotions, or salary increases during the Notice Period. As of the Date of Notice and at any time during the Notice Period, the Company may at its absolute discretion decide to release Executive from her duty to perform any services in favor of the Company during the Notice Period.
Logitech Europe SA         
EPFL- Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne
Switzerland
T: +41(0)21 863 51 11
Page 2 of 5



image_1.jpg

The Company may terminate Executive’s employment at any time without notice for Cause, including during any Notice Period, as determined in the Company’s sole discretion and in good faith. Where the Company terminates Executive for Cause, the termination of employment shall occur with immediate effect. Upon the effective date of Executive’s termination for Cause, Executive shall only be entitled to base salary, any accrued and unused vacation benefits, and any other compensation, earned through the date of termination.

For purposes of this employment agreement, “Cause” means Executive’s: (i) willful dishonesty or fraud with respect to the business affairs of the Company; (ii) intentional falsification of any employment or Company records; (iii) misappropriation of or intentional damage to the business or property of the Company, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of the Company (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of the Company); (iv) conviction (including any plea of guilty or nolo contendere) of a felony that, in the judgment of the Board of Directors (excluding Executive), materially impairs Executive's ability to perform her duties for the Company or adversely affects the Company’s standing in the community or reputation; (v) willful misconduct that is injurious to the reputation or business of the Company; or (vi) refusal or willful failure to perform any assigned duties reasonably expected of a person in her position (excluding during any statutory leaves of absence as permitted by law, and with reasonable accommodations for any disability required by law). Executive shall be given written notice by the Company of its intention to terminate Executive for Cause, which notice (a) shall state with particularity the grounds on which the proposed termination for Cause is based and (b) shall be given no later than five (5) days after the investigation and substantiation of the occurrence of the event giving rise to such grounds. The termination shall be effective upon Executive's receipt of such notice; provided, however, that with respect to subsection (vi) of this Section, Executive shall have thirty (30) days after receiving such notice in which to cure any refusal or willful failure to perform (to the extent such cure is possible). If Executive fails to cure such failure to perform within such thirty-day (30-day) period, Executive’s employment with the Company shall thereupon be terminated for Cause.

Logitech Europe SA         
EPFL- Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne
Switzerland
T: +41(0)21 863 51 11
Page 3 of 5



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For a period of one year after Termination (the "Non-Compete Period"), you undertake and agree to refrain from directly or indirectly engaging in a capacity as owner, major shareholder, partner, board member, officer or employee in any multinational company that has a material portion of its business in peripheral products for digital platforms, including but not limited to peripheral products in the areas of music, gaming, video collaboration and connected home as well as computing products such as pointing devices, keyboards, tablet accessories and webcams (a "Competing Business") within the territories of Switzerland and the European Union. Since you will obtain and are likely to obtain in the course of your employment agreement the knowledge, confidence and influence over employees of the Company and any company belonging to the Logitech group (“Logitech Companies”), and in recognition that the Logitech Companies have an interest in preserving their relationship with such employees, the Executive hereby agrees that she will not during a period of twelve (12) months immediately following the last day of employment relationship, directly or indirectly, approach any Logitech Companies employee with the purpose of enticing such employee away from the employment of the Logitech Companies.

Any dispute arising regarding the interpretation or application of the present contract shall be submitted to the Court of Lausanne. The present contract shall be governed and construed in accordance with the laws of Switzerland.

Please be aware that your acceptance of employment with the Company requires your signature on our “Employee Agreement Regarding Proprietary Information and Inventions,” a copy of which is enclosed.

This offer is valid through the end of the day, October 29, 2023 and conditional upon a start date of December 1, 2023. After your relocation to the United States, the terms and conditions will be the subject of a new employment contract to be concluded with you and Logitech Inc., which will require the necessary visas and work permits under United States law. The substantive provisions of this agreement will remain the same, however the U.S. employment contract will include changes required under U.S., specifically California law and changes to U.S.-provided medical, dental and vision benefits for you and your family and your eligibility for Logitech’s Management Deferred Compensation Plan.

We encourage you to discuss this offer with your own lawyer.

Hanneke, the single most important factor of our success is our people, and we look forward to having you on, and leading the team. If you have any questions or need clarification on any information contained in this letter, please do not hesitate to contact us. Please sign and return all pages of this employment agreement to Kirsty Russell, Head of People & Culture.

Sincerely yours,

/s/ Wendy Becker

Wendy Becker
Chairperson




Logitech Europe SA         
EPFL- Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne
Switzerland
T: +41(0)21 863 51 11
Page 4 of 5



image_1.jpg

***********************************

I accept the position of Chief Executive Officer and will begin work on December 1, 2023. I further acknowledge that the terms and conditions specified in this employment agreement are the only commitments the Company is making relative to my employment and that all other promises, either verbal or written, are null and void.
/s/ Hanneke FaberOctober 29, 2023
Hanneke FaberDate
Logitech Europe SA         
EPFL- Quartier de l'Innovation
Daniel Borel Innovation Center
1015 Lausanne
Switzerland
T: +41(0)21 863 51 11
Page 5 of 5

Exhibit 99.1
logitechlogo1a14.jpg
Editorial Contacts:
Nate Melihercik, Head of Global Investor Relations - ir@logitech.com
Nicole Kenyon, Head of Global Corporate and Internal Communications - nkenyon@logitech.com (USA)
Ben Starkie, Corporate Communications - +41 (0) 79-292-3499, bstarkie1@logitech.com (Europe)

Logitech Appoints Hanneke Faber as Chief Executive Officer

LAUSANNE, Switzerland and San Jose, Calif., Oct. 30, 2023 — SIX Swiss Exchange Ad hoc announcement pursuant to Art. 53 LR — Logitech International (SIX: LOGN) (Nasdaq: LOGI) announced today that, following an extensive, global search, its board of directors has appointed Hanneke Faber, as the Company’s new chief executive officer. She will take on the role effective December 1, 2023.
“We are delighted to welcome Hanneke as our new chief executive officer,” said Wendy Becker, Logitech’s chairperson of the board. “Hanneke is an exceptional business executive with proven leadership experience at a global scale. She has driven growth and transformation across multi-billion dollar businesses at three of the world’s leading product companies: Unilever, Ahold Delhaize and Procter & Gamble. Throughout her career, she has focused on innovation across diverse portfolios, fostering a deep connection with end-users in both mature and emerging markets and is a world-class sustainability leader who shares Logitech’s values and mindset.
“Hanneke will continue to drive the innovation Logitech is known for, and advance the company’s unique culture, to unlock Logitech’s full potential for long-term growth and increased value for all our stakeholders. Her passion and strategic vision will lead Logitech into our next chapter.”
Becker added: “I want to thank Guy Gecht for his strong leadership and guidance during his time as interim CEO. In the last few months, he has led the disciplined execution of strategic priorities, working closely with employees, customers and partners. He will continue as interim CEO until December 1, 2023, before resuming his board responsibilities, including leading the Technology and Innovation Committee.”
“I am deeply honored to join Logitech,” said Hanneke Faber. “It’s a well-loved global brand that stands for user-focused design, engineering and innovation with an enviable reputation in sustainability. I cannot think of a more exciting time to be a part of the company's future growth. Emerging technologies expand opportunities across hybrid work, video conferencing, gaming and streaming for Logitech and our users. I look forward to joining this strong leadership team, partnering with talented employees and engaging with our valued customers around the world to take the company to new heights.”


As CEO, Hanneke will initially be based in Logitech’s headquarters in Switzerland, before relocating to Silicon Valley next year.
About Hanneke Faber
Hanneke Faber will join Logitech with more than 30 years of global leadership experience across a variety of consumer, B2B, and e-commerce businesses. Hanneke joins Logitech from Unilever where she led their $14 billion Nutrition business as group president. Her responsibility spanned more than 150 countries and included brands, research & development, the B2B Unilever Food Solutions business and a supply chain of about 60 factories and contract manufacturers around the world.
Prior to her six years at Unilever, she served as chief commercial officer of global retailer Ahold Delhaize, where she built the company’s e-commerce business into a global top 50 e-commerce player and drove omnichannel retail operations. Prior to Ahold Delhaize, she held various international leadership roles at Procter & Gamble, including the global Head & Shoulders and Pantene brands, as well as the global beauty cosmetics business, where she launched the Max Factor brand in China.
Hanneke is a member of the board of directors and audit committee of Tapestry Inc., the parent company of luxury brands Coach, Kate Spade New York, and Stuart Weitzman. She previously served on the supervisory board of Bayer AG, the life sciences company.
Hanneke was recognized by Fortune magazine as one of the most influential international women in business in 2021. She is a graduate of the University of Houston and was a world-class athlete honored as a seven-time Dutch National Champion and Honorable Mention All-American in diving.
To learn more about Hanneke Faber, her full biography and photograph is available on the Logitech website.



About Logitech
Logitech helps all people pursue their passions and is committed to doing so in a way that is good for people and the planet. We design hardware and software solutions that help businesses thrive and bring people together when working, creating, gaming and streaming. Brands of Logitech include Logitech, Logitech G, ASTRO Gaming, Streamlabs, Blue Microphones and Ultimate Ears. Founded in 1981, and headquartered in Lausanne, Switzerland, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI). Find Logitech at www.logitech.com, the company blog or @logitech.
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Logitech and other Logitech marks are trademarks or registered trademarks of Logitech Europe S.A. and/or its affiliates in the U.S. and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the company’s website at www.logitech.com.
(LOGIIR)