2019 Annual General Meeting Invitation, Proxy Statement and Annual Report
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2019 Annual General Meeting Invitation, Proxy Statement and Annual Report TO OUR SHAREHOLDERS We started on our mission to transform Logitech six Logitech’s recent transformation has a new driver: the years ago. We aimed to build a design company. That cloud. Unlike the PC revolution, which had a finite span design company would unleash the power of our of growth across more than two decades, the cloud engineering and all our people, enabling innovation and revolution has opened our business up to potentially growth across existing and new categories. We said, limitless opportunities. early on, that this was a long-term undertaking, with an exciting road ahead. Today, video communication services like Zoom and Microsoft Teams are thriving. In the gaming world, more Letter to Shareholders That was Fiscal Year 2013. Today, we are looking back on than 100 million people play League of Legends online, Fiscal Year 2019. We just delivered our sixth consecutive and about 250 million play Fortnite - it’s the tip of the year of year-over-year sales growth - and our third of iceberg. And platforms as essential as Excel or Outlook double-digit growth. Sales grew 10% in constant and as inspiring as YouTube and Adobe Creative Cloud currency (9% in U.S. dollars) to record levels; and profits are unleashing a cloud-based transformation of work were up 23% year over year in non-GAAP terms, to and play, democratizing the world of content creation. more than five times our Fiscal Year 2013 profit level. We This is all thanks to the cloud. also delivered on our commitment of $2 earnings per share, achieved a full one year ahead of our promise to Where’s Logitech in all this? We are enabling users of investors. And since 2013, we have rewarded our these cloud services with our video collaboration tools; shareholders with a growing annual dividend. We are mice, keyboards, headsets and wheels for gaming; pleased to propose an increased dividend this year as mobile speakers; and yes, nearly 40 years on, we are still well. innovating in the PC peripherals space to enable digital creativity. Over these last six years, Logitech has indeed transformed: we’re now a design company, growing strongly and innovating across multiple categories and WHERE THE GROWTH COMES FROM brands. But we don’t reminisce. There is too much opportunity ahead of us. We constantly remind As we dive deeper into our product categories’ ourselves of how we want to operate. We act - and will performance in Fiscal Year 2019, we see how broad- forever act - like a small, hungry company, innovating, based our growth has been, across our resilient experimenting and transforming. And as stark as the portfolio of product categories. Gaming sales grew 33% change is from the company we were six years ago, we in constant currency, our sixth consecutive year of can promise you that we will be even more different six double-digit growth. Video Collaboration sales grew years from now. Thirty-seven years after its founding, 44%, to reach an annual revenue run-rate of nearly Logitech’s adventure has only just begun. $300 million. PC Peripherals - our mice, keyboards and webcams categories - sales grew 7%, our fourth consecutive year of growth. All three geographic BECOMING THE LEADING CLOUD PERIPHERALS regions grew as well. COMPANY We have combined this growth with consistent In the early years, Logitech built its business on the back improvements in operational efficiency. Our of the personal computer revolution - as PC sales grew, strengthened financial and cost discipline, design-for- we sold increasing numbers of mice, keyboards and cost initiatives, and reduced overhead expenses, allow webcams to accessorize those PCs. us to invest in future growth categories. We won’t let up. There are so many opportunities ahead for us. (i) THE FUTURE: WHAT’S NEXT And we are looking ahead, way ahead. After more than ten years as Logitech’s CEO, and another decade As we said, the adventure has just begun. or more as executive chairperson, Guerrino has decided to step aside from that role while, if elected, There are three different ways we can grow. First, we can remaining on the board of directors. Board member, drive improvements in our core capabilities of Design, Wendy Becker, is nominated to become our new, Engineering, Go-To-Market, Marketing and Operations. In independent chairperson. Design, for example, we have built a world-class team, drawn from the best at IDEO, FuseProject, Nokia, SONOS, It is Logitech’s good fortune to make such a transition LG, Samsung, Branch, Design Partners and Frog, among smoothly. Guerrino will continue as a director on the others. We believe our talent rivals any other team in the board, executive officer and partner to the CEO. And industry - to date, we have won about 220 awards for our now we will add Wendy to that partnership in the role product designs. of chairperson - she has already proven to be a terrific leader on our board. Second, we can grow by improving our expertise in enterprise markets. It’s a little-known fact that we sell a This takes us to the broader topic of our people - the lot to businesses large and small, not just in our Video most important thing Logitech has to offer. Six years Collaboration category, but also selling PC peripherals to in, and with untold opportunities ahead of us, the Letter to Shareholders companies around the world. We aren’t nearly as good as people of Logitech - at every level, at every location we can be, but that will change. We will do more in this - are what drives our success. Behind every innovation, space. every design touch, every product shipped, every talent hired, is an employee who shares our vision and Lastly, we can grow by building or buying businesses in is on this journey. We believe you could take away our categories adjacent to those in which we already factories and our supply chain, our patents and our operate. We did it first by building new businesses in the offices, and we could still rebuild the company you see Video Collaboration and Tablet Accessories categories, as today. Because we have an amazing cadre of people well as in Mobile Speakers. We did this when we acquired hungry for growth and to make an impact. We’re ASTRO Gaming two years ago, propelling us into the grateful to them all. And we’re grateful to you, our console gaming headset market adjacent to our existing shareholders, for your ongoing support. PC Gaming category. And this last fiscal year, we did it again with the acquisition of Blue Microphones, an Thank you. important asset to our growing broadcasting and streaming category. Some things won’t change. Our strategy is working: we are operating efficiently, investing in the future, building our capabilities, growing across multiple categories and seeking new growth in adjacencies. We see the potential to run three $1 billion+ growth categories inside our portfolio: Creativity & Productivity (our PC Peripherals and Tablet Accessories categories), Gaming and Video Collaboration. And we see future potential in building or buying categories in Music, Smart Home or other Guerrino De Luca cloud-based markets. Chairman of the Board Inevitably, there will also be change. It is easy for a company to keep doing the same thing when times are good. It is harder, and bolder, to make changes at such a time. We are continuing to change and, as we see it, Bracken P. Darrell maybe even at an accelerating rate. President and Chief Executive Officer (ii) Compensation Report for Fiscal Year 2019 2019 Annual General Meeting Invitation, Proxy Statement 2019 Annual General Meeting Invitation, Proxy Statement and Annual Report iii FORWARD-LOOKING INFORMATION This Invitation, Proxy Statement and Annual Report, including the letter to shareholders, contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on beliefs of our management as of the initial date of making such statements. These forward-looking statements include, among other things, statements related to: • Our strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position; • Our business strategy and investment priorities in relation to competitive offerings and evolving consumer demand trends affecting our products and markets, worldwide economic and capital market conditions, fluctuations in currency exchange rates, and current and future general regional economic conditions for fiscal year 2020 and beyond; • Our operational strategy and corporate identity; • The scope, nature or impact of acquisition, strategic alliance, divestiture activities and restructuring of our organizational structure; • Our expectations regarding the success of our strategic acquisitions, including integration of acquired operations, products, technology, internal controls, personnel and management teams; • Our business and product plans and development and product innovation and their impact on future operating results and anticipated operating costs for fiscal year 2020 and beyond; • Opportunities for growth, market opportunities and our ability to take advantage of them; • The effect of the cloud on our business; • Changes in our business; • Potential tariffs, their effects and our ability to mitigate their effects; • Capital investments and research and development; • Our expectations regarding our share buyback and dividend programs; • The sufficiency of our cash and cash equivalents, cash generated from operations, and available borrowings under our bank lines of credit to fund capital expenditures and working capital needs; and • The effects of environmental and other laws and regulations in the United States and other countries in which we operate. Forward-looking statements also include, among others, those statements including the words "anticipate", "believe", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "predict", "should", "will" and similar language.