RCS - Dynamics Group AG - D. BOREL ISSUES LETTER TO SHAREHOLDERS OF LOGITECH

Logitech International SAAnnouncement

05/08/2024 08:15

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RNS Number : 1399Z  Dynamics Group AG  05 August 2024

 Dynamics Group AG / Key word(s): Statement/AGMEGM

D. BOREL ISSUES LETTER TO SHAREHOLDERS OF LOGITECH

05.08.2024

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 Switzerland(2) 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 (mailto:tme@dynamicsgroup.ch)

 Phone : +41 79 785 35 81

 (1) https://drive.google.com/file/d/1FGG2_cNiXkKAD4TuubgSeSXPQqd0IJuL/view
 (https://drive.google.com/file/d/1FGG2_cNiXkKAD4TuubgSeSXPQqd0IJuL/view)

 (2)  https://drive.google.com/file/d/1MfVSxbOcguop9iT9J9vMZc-yZ3lL3InM/view
 (https://drive.google.com/file/d/1MfVSxbOcguop9iT9J9vMZc-yZ3lL3InM/view)

Additional features:

File: 050824_Daniel Borel_Open letter to the shareholders of
 Logitech_PressRelease
 (https://eqs-cockpit.com/c/fncls.ssp?u=68b0aefc6c3d2fba4cb76178e300f8ed)

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