Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934

Date of Report (Date of earliest event reported):
  August 3, 2017

PLANTRONICS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware
1-12696
77-0207692
(State or Other Jurisdiction of Incorporation)
 (Commission file number)
(I.R.S. Employer Identification No.)

345 Encinal Street
Santa Cruz, California 95060
(Address of Principal Executive Offices including Zip Code)

(831) 426-5858
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 3, 2017, at the Annual Meeting (as defined below) of Plantronics, Inc. ("Company"), the Company's stockholders approved an amendment and restatement of the Company's 2003 Stock Plan ("Plan") to increase the number of authorized shares under the Plan by 1,000,000 and to expressly approve the material terms of the Plan for purposes of Internal Revenue Code Section 162(m) (“Section 162(m)”). The Plan includes specific performance criteria so that certain awards may be granted subject to or conditioned upon the satisfaction of performance objectives, which in turn will allow the Company to be eligible to receive income tax deductions under Section 162(m).
The Company's stockholders also approved at the Annual Meeting the Company's Executive Incentive Plan ("EIP"), including material provisions that will allow the Company to deduct for federal income tax purposes performance-based compensation paid to certain executive officers under the EIP. The EIP will first apply to fiscal year 2018 and all subsequent fiscal years. The bonus arrangements for the participants under the EIP for fiscal year 2018 were disclosed in the Company’s proxy statement for the Annual Meeting.
A copy of the Plan and EIP, each as amended and restated, are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company's 2017 Annual Meeting of Stockholders ("Annual Meeting") was held on August 3, 2017. At the Annual Meeting, 31,438,711 shares of common stock of the Company were present in person or by proxy.
At the Annual Meeting, the Company's stockholders voted on the following proposals: (1) elect eight directors; (2) approve the amendment and restatement of the Plan which included an increase in the number of shares of common stock issuable thereunder by 1,000,000; (3) approve the EIP; (4) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2018; (5) approve, on an advisory basis, the compensation of the Company's named executive officers; and (6) to approve, by non-binding vote, the frequency of the advisory vote on the compensation of the Company's named executive officers.
The results of the voting were as follows:
Proposal No. 1: The following directors were elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Marv Tseu
 
29,243,010
 
277,955
 
8,924
 
1,908,822
Joe Burton
 
29,199,148
 
323,426
 
7,315
 
1,908,822
Brian Dexheimer
 
29,393,249
 
127,391
 
9,249
 
1,908,822
Robert Hagerty
 
29,477,577
 
42,822
 
9,490
 
1,908,822
Gregg Hammann
 
27,700,345
 
1,820,055
 
9,489
 
1,908,822
John Hart
 
29,198,150
 
304,979
 
26,760
 
1,908,822
Maria Martinez
 
29,355,256
 
149,529
 
25,104
 
1,908,822
Marshall Mohr
 
29,143,410
 
376,990
 
9,489
 
1,908,822

Proposal No. 2: The results of the vote to approve the amended and restated 2003 Stock Plan were:
For
 
Against
 
Abstain
 
Broker Non-Votes
20,141,122
 
9,359,484
 
29,283
 
1,908,822

Proposal No. 3: The results of the vote to approve the Company's Executive Incentive Plan were:
For
 
Against
 
Abstain
 
Broker Non-Votes
28,967,383
 
530,236
 
32,270
 
1,908,822






Proposal No. 4: The results of the vote on ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2018 were:
For
 
Against
 
Abstain
31,130,185
 
281,282
 
27,244

Proposal No. 5: The results of the advisory vote to approve the compensation of the Company's named executive officers were:
For
 
Against
 
Abstain
 
Broker Non-Votes
26,487,054
 
2,932,081
 
110,754
 
1,908,822

Proposal No. 6: The results of the non-binding advisory vote on the frequency with which the Company will report on the compensation of the Company's named executive officers were:
1 Year
 
2 Years
 
3 Years
 
Abstain
24,538,231
 
10,327
 
4,969,467
 
11,864






Item 9.01 Financial Statements and Exhibits

The following exhibits are filed as part of this report.

Exhibit Number
Description
 
 
 
 









SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
 
 
Date: August 4, 2017
PLANTRONICS, INC.
 
 
 
 
By:
/s/ Mary Huser
 
Name:
Mary Huser
 
Title:
Senior Vice President, General Counsel and Corporate Secretary