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 4, 2016
PLANTRONICS, INC.
(Exact name of Registrant as Specified in its Charter)
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| 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)
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| 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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 4, 2016, at the Annual Meeting (as defined below) of Plantronics, Inc. ("Company"), the Company's stockholders approved an amendment to the Company's 2002 Employee Stock Purchase Plan ("ESPP") increasing the number of shares of common stock issuable thereunder by 300,000.
A copy of the ESPP, as amended and restated is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company's 2016 Annual Meeting of Stockholders ("Annual Meeting") was held on August 4, 2016. At the Annual Meeting, 33,329,646 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 an amendment to the Company's 2002 Employee Stock Purchase Plan ("ESPP") increasing the number of shares of common stock issuable thereunder by 300,000; (3) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2017; and (4) approve, on an advisory basis, 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:
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| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
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| Marv Tseu | | 28,082,863 | | 350,723 | | 39,251 | | 2,047,611 |
| Ken Kannappan | | 28,307,550 | | 145,357 | | 19,930 | | 2,047,611 |
| Brian Dexheimer | | 28,225,461 | | 202,258 | | 45,118 | | 2,047,611 |
| Robert Hagerty | | 28,413,810 | | 12,427 | | 46,600 | | 2,047,611 |
| Gregg Hammann | | 28,031,369 | | 395,877 | | 45,591 | | 2,047,611 |
| John Hart | | 28,211,482 | | 147,976 | | 113,379 | | 2,047,611 |
| Maria Martinez | | 28,379,057 | | 52,432 | | 41,348 | | 2,047,611 |
| Marshall Mohr | | 28,089,274 | | 338,521 | | 45,042 | | 2,047,611 |
Proposal No. 2: The results of the vote to approve the amendment to the Company's ESPP were:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 27,803,020 | | 644,458 | | 25,359 | | 2,047,611 |
Proposal No. 3: 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 2017 were:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 30,293,198 | | 195,254 | | 31,996 | | — |
Proposal No. 4: The results of the advisory vote to approve the compensation of the Company's named executive officers were:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 25,946,692 | | 2,509,438 | | 16,707 | | 2,047,611 |
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed as part of this report.
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| Exhibit Number | Description |
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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.
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| Date: August 5, 2016 | PLANTRONICS, INC. |
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| | By: | /s/ Richard R. Pickard |
| | Name: | Richard R. Pickard |
| | Title: | Vice President - Legal, General Counsel and Secretary |
