8-K

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): June 13, 2023

LOGITECH INTERNATIONAL S.A.

(Exact name of registrant as specified in its charter)

Canton of Vaud,	Switzerland	0-29174	None
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS 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 (see General Instruction A.2):

☐             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 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 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. o  

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

(b) Departure of President and Chief Executive Officer

On June 13, 2023, Bracken Darrell resigned from his position as the President and Chief Executive Officer of Logitech International S.A. (the “Company” or “Logitech”), as a member of the board of directors of the Company (the “Board”) and as a member of Logitech’s Group Management Team effective immediately, to pursue another opportunity. Mr. Darrell’s departure is not due to any disagreement on any matter relating to Logitech’s operations, policies or practices.

(c) Appointment of Interim Chief Executive Officer

In connection with the above, on June 13, 2023, the Board appointed Guy Gecht, who has served as an independent member of Board, member of the Audit Committee of the Board, and member and Chairperson of its Technology and Innovation Committee, as Interim Chief Executive Officer of Logitech, effective immediately. Mr. Gecht will continue to serve as a member of the Board, but ceased to be a member of the Audit Committee and a member and Chairperson of the Technology and Innovation Committee of the Board upon his appointment as Interim Chief Executive Officer.

Mr. Gecht, age 58, co-founded and was the Co-Chief Executive Officer of E.Merge Technology Acquisition Corp. from its founding in June 2020 until its liquidation in September 2022. Prior to co-founding E.Merge in June 2020, Mr. Gecht was the Chief Executive Officer of Electronics for Imaging, Inc., a then publicly-traded company specializing in digital printing technology, a position he held from January 2000 to October 2018. He served at Electronics for Imaging as President from May 2012 to October 2018 and from July 1999 to January 2000, as Vice President and General Manager of Fiery products from January 1999 to July 1999, and as Director of Software Engineering from October 1995 to January 1999. Prior to joining Electronics for Imaging, Mr. Gecht was Director of Engineering at Interro Systems, Inc., a diagnostic technology company, from 1993 to 1995, Software Manager of ASP Computer Products, Inc., a networking company, from 1991 to 1993, and Chief Technology Officer for Apple Israel from 1990 to 1991. He serves on the Board of Check Point Software Technology Ltd., a multinational provider of software and combined hardware and software products for IT security. Mr. Gecht holds a BS in Computer Science and Mathematics from Ben Gurion University in Israel.

The Company has not yet determined Mr. Gecht’s compensation in connection with his appointment as Interim Chief Executive Officer.

Mr. Gecht 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 Mr. Gecht and any other persons pursuant to which Mr. Gecht was appointed as Interim Chief Executive Officer, and there are no family relationships between Mr. Gecht and any director or executive officer of the Company.

Item 7.01. Regulation FD Disclosure.

Logitech’s press release, dated June 13, 2023, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this report is furnished and shall not be treated “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit	Description
99.1	Press release of Logitech International S.A. dated June 13, 2023
104	Cover 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
June 13, 2023

EX-99.1

Exhibit 99.1

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 Announces CEO Departure

Board Member Guy Gecht Appointed Interim CEO; Bracken Darrell to Depart Logitech

LAUSANNE, Switzerland and NEWARK, Calif., June 13, 2023 — SIX Swiss Exchange Ad hoc announcement pursuant to Art. 53 LR — Logitech International (SIX: LOGN) (Nasdaq: LOGI) announced today that Bracken Darrell, president and chief executive officer (CEO), will be departing the Company to pursue another opportunity. Darrell’s resignation as president, CEO, and as a member of Logitech’s board of directors is effective today, but he will remain with the company over the coming month to ensure a seamless transition. In line with the board's established succession planning process, board member Guy Gecht will step into the role of interim CEO while a global search of internal and external candidates is conducted.

“As an experienced CEO, and member of Logitech’s board since 2019, Guy has a deep understanding of Logitech and its strategy, and is well-placed as interim CEO to oversee the continued execution of the company’s strategy,” said Wendy Becker, Logitech’s chairperson of the board. “We thank Bracken for his leadership during an exciting era of transformation at Logitech. Over his ten years as CEO, Bracken oversaw a period of consistent growth and helped to transform Logitech into an award-winning design company known for its unparalleled product innovation. We wish him well in the future and look forward to identifying his successor.”

“Logitech is in an exciting position, with many opportunities ahead,” said Guy Gecht. “The company is a leader in growth markets, its product innovation engine is an industry hallmark, all underpinned by a strong financial foundation and a world-class leadership team. I look forward to working with this team to continue executing on the company’s strategy.”

“After nearly a decade of consistent growth and building market leadership across multiple categories, I feel this is a good point to hand over leadership,” said Bracken Darrell. “I want to thank all the amazing people across Logitech for their work through the years. I will work with Guy and the board to ensure a smooth transition and I will continue to be a customer, shareholder, and enduring fan of Logitech and its products.”

About Guy Gecht

Guy Gecht has been a non-executive member of Logitech’s board of directors since September 2019. Until taking on the role of interim CEO, he served on Logitech’s Audit Committee and as the chair of the Company’s Technology and Innovation Committee.

Guy Gecht is the former founder and co-chief executive officer of E.Merge Technology Acquisition Corp. Prior to co-founding E.Merge in June 2020, Gecht was the chief executive officer of Electronics for Imaging, Inc. (EFI), a then publicly-traded company specializing in digital printing technology, a position that he held from 2000 to 2018. He currently serves on the board of directors of Check Point Software Technology Ltd. To learn more about Guy Gecht, his biography 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.

# # #

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)

XML

COVER PAGE	Jun. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 13, 2023
Entity Registrant Name	LOGITECH INTERNATIONAL S.A.
Entity Incorporation, State or Country Code	V8
Entity File Number	0-29174
Entity Address, Address Line Two	c/o Logitech Inc.
Entity Address, Address Line Three	3930 North First Street
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	(510)
Local Phone Number	795-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Registered Shares
Trading Symbol	LOGI
Security Exchange Name	NASDAQ
Entity Central Index Key	0001032975
Amendment Flag	false
Entity Address, Address Line One	1015 Lausanne, Switzerland