2017 Annual General Meeting Invitation, Proxy Statement And
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2017 Annual General Meeting Invitation, Proxy Statement and Annual Report WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 TO OUR SHAREHOLDERS WE’VE COME A LONG WAY… So, we have come a long way. Which gives us an opportunity to put this company - now in its 35th year - When we meet people from outside Logitech, we often into a broader perspective as we look ahead. For both hear, “Wow, you really had a terrific year!”, or “What a of us, it’s an anniversary of sorts this year. Guerrino turnaround this past year or two!”. celebrates 20 years at Logitech in a few months and Bracken celebrates his first five. Let’s step back and think The truth is we started down this road five years ago. about the world in which we now play. After all, you’re That was Fiscal Year 2013, when retail sales in constant reading this because you’re interested in what’s ahead. currency fell -7% year on year. TOOLS ENHANCE OUR LIVES We made changes to our strategy, our culture and our team. And since then we’ve systematically and Let’s step way back to the dawn of humanity; even before Letter to Shareholders passionately worked toward our goal to become a design history was recorded. Our earliest tools were knives, company. A design company is not one focused on spears, the wheel, jugs and more. They enabled us to do fashion or beautiful products (although our products are things we couldn’t do on our own and became stepping beautiful). It’s a company that puts the consumer at the stones for new advances. Technology evolution and heart of every experience. human evolution moved forward hand-in-hand. We’ve made great progress. We have won over a Hundreds of thousands of years later, humankind is hundred design awards across fourteen categories; using tools for the same reasons. Many of those original we’ve grown market share in almost every category; tools are still here today. But we’ve added remarkably and we’ve created new businesses in Mobile Speakers, sophisticated ones to the mix: medicine, GPS, telephones, Video Collaboration, and Home Video. We’re working to planes, cars, rockets and the Internet, to name just a few. reinvent existing categories, too - like Presenters, where Of course, Logitech also entered the tool business with a the introduction of our Spotlight presentation remote significant, mouse-sized step, beside another important disrupted our own existing offering and transformed the tool, the personal computer. category, taking the experience to a new level. We also acquired Jaybird, complementing our portfolio with a new Over the following thirty years or so, Logitech successfully brand focused on wireless earbuds that delight those surrounded the personal computer with PC peripherals: with a sports and active lifestyle. first mice, then keyboards and finally webcams and speakers. In many cases these were packaged with the Our focus on design and expansion into new businesses original computer. Later, we upgraded them to improve have helped drive the top line. Retail sales have grown the consumer experience. This became our retail each successive fiscal year from a -7% decline in FY 2013 business, driven by the rapidly expanding adoption of to +2%, +4% and +9% growth each successive year. Last personal computers. year, we drove +15% growth. Over the same period, our profit has almost quadrupled, from $67 million in FY 2013 A WORLD IN CONSTANT TRANSFORMATION to $252 million in FY 2017, up over 40% this last year alone. In FY 2017, we also delivered $279 million in cash Just as the flint knife is no longer our cutting tool of choice, flow, returning two thirds of that back to shareholders in the rise of the personal computer has seen its heyday. dividends and buybacks. And we still left plenty of room Evolution and innovation never stop. And while Logitech for acquisitions that can accelerate or differentiate our has been completing the first act of our transformation, growth businesses. the technology stage has been shifting and transforming around us too. The PC hasn’t gone away, but its role in (i) WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 WE ARE JUST GETTING STARTED the world has changed dramatically to be a smaller part On top of that, despite declining sales of new personal of today’s big technological trends. The world is now computers, PC usage has stayed roughly the same. enabled by the cloud - shared, on-demand computing There’s still at least one on each of our desks; that’s a power that takes online activity off the desk to...well, lot of PCs. We continue to innovate in this space to drive everywhere. New technologies or experiences like self- fantastic new experiences that PC users love - driving cars, machine learning, augmented reality, space innovations like Logitech Flow, which allows people to tourism, connected devices and more, have become seamlessly use their mouse across computers, from commonplace concepts. We all know they are here or screen to screen, cut and paste and transfer files. are coming. AND NOW WHAT So how do we think about these developments in technology and Logitech’s role in that exciting world? The best thing about this story is that we are still in the early stages of what we are capable of doing. The Letter to Shareholders WE’VE EVOLVED long-term potential for the cloud is exciting … and the long-term potential number and size of the peripherals The cloud is a revolution in cost, service and user and experiences Logitech can create for the cloud experience - which combined, make for a huge are thrilling. opportunity. The need for PC peripherals continues, but the need for cloud peripherals - those devices and Thankfully, humanity keeps innovating and creating new experiences that enable or are enabled by cloud services tools. We, at Logitech, are transforming in step with those - is growing rapidly. And we expect it to continue to grow innovations; and driving them ourselves. At our core, we for decades and decades. are still that practical, optimistic and humble little mouse company that started alongside the explosion in demand Logitech saw this coming and moved our focus from for one of humanity’s greatest tools: the computer. And accessorizing computing devices, like personal we are now building off a new generation of platforms, computers, to designing peripherals for the cloud. well beyond the computer: those driven by cloud services. We still feel small in front of this enormous opportunity. We’ve crafted a steady stream of them. In the past few But we’re ambitious to make a difference in more and months we’ve introduced our latest Logitech Circle 2 more places. Home Security Camera, designed for cloud-based home monitoring; Ultimate Ears WONDERBOOM Portable We are just getting started. Wireless Speakers that play your music loud straight from the cloud; and the Logitech MeetUp Video Conference Camera, enabling cloud-based video conferencing in the huddle room. Guerrino De Luca These are second, third or fourth-generation products Chairman of the Board developed over the past four years that ride on the back of the cloud revolution. And that’s just part of the picture. Over half our business is now designed to enable or enhance cloud services. And that’s only the start. Bracken Darrell President and Chief Executive Officer * Note that these results and comparisons with prior years focus on results from continuing operations. They do not include the performance of Lifesize because Logitech separated its Lifesize division from the Company in December 2015. (ii) WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 2017 Annual General Meeting Invitation, Proxy Statement 2017 Annual General Meeting Invitation, Proxy Statement and Annual Report WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 This page is intentionally left blank. WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 July 26, 2017 To our shareholders: You are cordially invited to attend Logitech’s 2017 Annual General Meeting. The meeting will be held on Tuesday, September 12, 2017 at 2:00 p.m. at the SwissTech Convention Center, EPFL, in Lausanne, Switzerland. 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, information concerning Logitech’s compensation of its Board members and executive officers, and other relevant information. Whether or not you plan to attend the Annual General Meeting, your vote is important. Thank you for your continued support of Logitech. 2017 Annual General Meeting Invitation, Proxy Statement Guerrino De Luca Chairman of the Board WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 This page is intentionally left blank. WorldReginfo - 4e536cf4-5c72-4c8d-b147-7d71ee804b22 LOGITECH INTERNATIONAL S.A. Invitation to the Annual General Meeting Tuesday, September 12, 2017 2:00 p.m. (registration starts at 1:30 p.m.) SwissTech Convention Center, EPFL – Lausanne, Switzerland ***** AGENDA A. Reports 2017 Annual General Meeting Invitation, Proxy Statement Report on Operations for the fiscal year ended March 31, 2017 B. Proposals 1. Approval of the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2017 2. Advisory vote to approve executive compensation 3. Advisory vote on the frequency of future advisory votes on executive compensation 4. Appropriation of retained earnings and declaration of dividend 5. Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2017 6. Elections to the Board of Directors 6.A. Re-election of Dr. Patrick Aebischer 6.B. Re-election of Dr.