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DANIEL BOREL ISSUES LETTER TO SHAREHOLDERS OF LOGITECH Nominated Guy Gecht for Election as Chairperson of the Board to Ensure Shareholders have a Choice Outlines Serious Concerns Regarding the Board's Misleading Proxy Disclosures
Apples, Switzerland - August 5, 2024 -- Daniel Borel, Co-Founder and Chairman Emeritus of Logitech International S.A. (NASDAQ: LOGI) (the "Company"), today issued the below letter to the Company's shareholders.
Open letter to Logitech shareholders Dear Logitech Shareholders, As you may be aware, I have proposed an alternative candidate, Mr. Guy Gecht, a member of the board of directors (the "Board") of Logitech International S.A. ("Logitech" or the "Company") for the past five years, for election as Chairperson of the Board at the upcoming 2024 annual general meeting of Logitech (the "2024 AGM"). I made this proposal because I believe it is crucial that the shareholders of Logitech have a say in the choice of the Chairperson, rather than being asked to rubber-stamp the Board's sole candidate, whom I consider detrimental to the Company's interests. Mr. Gecht has the necessary knowledge of the high-tech industry and can provide Logitech with the stability the Company needs. Common sense shows that he is preferable to the current Chairperson, Wendy Becker, who has already announced her departure from the Board following the expiration of her term at the 2025 annual general meeting (the "2025 AGM"), and thus seemingly has little left to contribute to Logitech as it faces urgent and existential challenges. It was a challenge to have my proposal included on the agenda for the 2024 AGM, as the Board seems to view any alternative nomination for Chairperson as a challenge to its authority and went to great lengths to try to exclude my proposal.1 Ultimately, it took a court ruling in Switzerland2 to compel Logitech to give shareholders the choice they are entitled to under Swiss law. It is not my intention to campaign for Mr. Gecht, but it is important to me that shareholders have an alternative to the current Chairperson. With the inclusion of Mr. Gecht as a nominee for Chairperson, I consider my goal achieved and hope you will make use of the choice that is given to you. However, seeing the information Logitech deemed appropriate to include in its proxy statement and proxy card, I felt it was necessary to clarify certain points, as I believe the Company's proxy disclosures omit material facts and contain significant inaccuracies. First, Logitech asserts in its proxy statement that Mr. Gecht is not running for Chairperson and would refuse the role if elected. However, this is only a small part of the truth. While Mr. Gecht did indicate that he would not accept an election as Chairperson at the 2024 AGM, what Logitech fails to tell you is that Mr. Gecht was contemplated to be the Board's candidate for election as Chairperson at the 2024 AGM until the Board decided to let Ms. Becker run for one more term. Also, Mr. Gecht stated in court that he would not rule out running for Chairperson at the 2025 AGM. What Logitech further fails to mention is that Mr. Gecht only declared that he would not accept an election as Chairperson at the 2024 AGM at Logitech's request in an attempt to avoid a court enjoining the Company from excluding my shareholder proposal from its proxy statement. The Board also neglects to tell you that commitments not to accept elections that are made in advance of such elections are generally not enforceable under Swiss law. These facts - which the Board fails to disclose in the proxy statement - suggest that Mr. Gecht's indication that he would not accept an election as Chairperson at the 2024 AGM was not made freely but was instead made in response to a concern that the Company could retaliate against him by refusing to nominate him for Chairperson at the 2025 AGM. These facts support the conclusion that Mr. Gecht would, in all likelihood, accept his election as Chairperson at the 2024 AGM. I also draw your attention to the fact that Logitech's invitation to the 2024 AGM, proxy statement, and proxy card all contain inaccurate information regarding the legal regime applicable to the Chairperson's election. Specifically, the proxy statement states that a vote in favor of Mr. Gecht "will have no legal consequence" and that Mr. Gecht "will not become chairperson regardless of the number of votes cast". These statements are simply false. They represent another attempt to prevent you, the shareholders of Logitech, from freely electing the Board's Chairperson, as you are entitled to do under Swiss law. Mr. Gecht would be free to accept or decline his election as Chairperson by the shareholders at the 2024 AGM. If he were to decline his election, then Ms. Becker would assume the role of Chairperson as the next in line. If Mr. Gecht were to change his mind about serving as Chairperson and accept his election at the 2024 AGM, the election would be entirely valid. The claim that Mr. Gecht could, under no circumstances, be elected is therefore patently false. It is seemingly an attempt by the Company to dissuade you from voting for a candidate other than Ms. Becker and thus to interfere with the free and open election process intended under the law. Swiss corporate law - which implements the constitutional regime approved by the Swiss people and cantons in relation to the so-called "Minder Initiative" of 2013 - guarantees the sovereign authority of shareholders to elect a board's Chairperson. This is meant to put an end to arrangements among directors for the allocation of the Chairperson's role and ensure that shareholders have the final say on who serves as Chairperson. Shareholders of Logitech, I urge you not to give up on a right that is yours, and not to let lies and special interests compromise the future of this great Company. As to the fundamental question - although deliberately obfuscated - of who is best suited to preside over Logitech's Board in the future, I encourage you to form your own opinion. On one side, you have a candidate who has already announced her intention to leave the Company and sees the end of her time as a "transition." On the other side, you have a Silicon Valley entrepreneur who is familiar with the high-tech industry and is very likely to be nominated by the Board for Chairperson next year. The choice in this context is, as already mentioned, a simple matter of common sense. Logitech seeks to defend the performance of its current Chairperson by highlighting its current positive stock price performance. The question, however, is whether this result was achieved because of, or despite, the current Chairperson. The Company's lack of anticipation and preparation for the future, illustrated by many positions being filled ad interim - including CEO for over five months in 2023, CFO for now four months, and potentially Chairperson as of September 2024 - and a continuing lack of dedication to innovation, cannot be ignored. These issues come on top of a toxic culture that has become engrained in the Company, as evidenced by the fact that shareholders must resort to legal proceedings to exercise their rights, that potential Chairperson nominees are asked to refuse the position in advance of the election, and that false information is communicated to shareholders about the voting procedures at the 2024 AGM. Fellow Logitech shareholders, this Company is yours. I urge you to be critical of the information that is given to you, and do not let others make decisions that belong to you.
Daniel Borel Co-Founder and Chairman Emeritus
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND DANIEL BOREL YOUR PROXY CARD. DANIEL BOREL IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. DANIEL BOREL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
Media contacts: US and North America: Henry Feintuch President, FEINTUCH COMMUNICATIONS E-mail : henry@feintuchpr.com Phone : +1 (212) 808 4901 (direct), +1 (914) 548 6924 (cell)
Europe and Rest of the World: Thierry Meyer Senior Partner, Dynamics Group E-mail: tme@dynamicsgroup.ch Phone : +41 79 785 35 81
1 https://drive.google.com/file/d/1FGG2_cNiXkKAD4TuubgSeSXPQqd0IJuL/view 2https://drive.google.com/file/d/1MfVSxbOcguop9iT9J9vMZc-yZ3lL3InM/view Additional features: File: 050824_Daniel Borel_Open letter to the shareholders of Logitech_PressRelease End of Media Release |
1960415 05.08.2024 CET/CEST
