Canton of Vaud, Switzerland (State or other jurisdiction of incorporation or organization) | None (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. 7700 Gateway Boulevard Newark, California 94560 (Address of principal executive offices and zip code) |
(510) 795-8500 (Registrant’s telephone number, including area code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Registered Shares | LOGN LOGI | SIX Swiss Exchange Nasdaq Global Select Market |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
• | Mr. Olmstead’s annual base salary will be $455,000, and he will be eligible to participate in Logitech’s Management Performance Bonus Plan with a discretionary target bonus percentage equal to 80% of his annual base salary. | ||
• | Mr. Olmstead will be granted the following equity incentives: • Restricted stock units with a grant value of $1,000,000 (to be converted to a number of Logitech shares based on the closing price per share of Logitech’s registered shares on the Nasdaq Global Select Market on the date of grant, August 15, 2019, rounded up to the nearest whole share) that will vest over four years, with one-third of the units vesting on each of the second, third and fourth anniversaries of the grant date. • Restricted stock units with a grant value of $560,000 (to be converted to a number of Logitech shares based on the closing price per share of Logitech’s registered shares on the Nasdaq Global Select Market on the date of grant, August 15, 2019, rounded up to the nearest whole share) that will vest over four years, with one quarter of the units vesting annually on each of the first four anniversaries of the grant date. • Performance share units with a grant value of $840,000 (the target number of Logitech shares to be determined based on the closing price per share of Logitech’s registered shares on the Nasdaq Global Select Market on the date of grant, August 15, 2019, rounded up to the nearest whole share) that will vest on the third anniversary of the grant date and will vest in a range from 0% to 200% of the target number of shares depending on our corporate performance, as measured by: (i) three-year weighted average revenue growth measured in constant currency over the performance period from April 1, 2019 to March 31, 2022; (ii) a modifier based on Logitech’s relative total shareholder return (“TSR”) against the Nasdaq-100 Index, or TSR rank, over the three-year performance period; and (iii) a “gate” that requires achievement of a minimum level of cumulative Non-GAAP operating income over the three-year performance period for any award to vest. The grants will be made pursuant to Logitech’s 2006 Stock Incentive Plan, as amended, and forms of agreement adopted under that Plan. | ||
Logitech entered into an Employment Agreement with Mr. Olmstead as of July 22, 2019, providing for a nine-month notice period (other than in the case of termination for cause by the Company), during which Mr. Olmstead could continue his employment with the Company and would continue to receive his standard salary and bonus compensation, equity vesting and other benefits during that continued employment period. A copy of the Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the attached Employment Agreement. | |||
Exhibit No. | Description | |
Employment Agreement between Logitech Inc. and Nathan Olmstead dated July 22, 2019. | ||
Logitech International S.A. |
/s/ Bryan Ko |
Bryan Ko |
General Counsel and Corporate Secretary |