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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 204.14a-11(c) or Section
240.14a-12
PLEXUS CORP.
(Name of Registrant as Specified in Its Charter)
PLEXUS CORP.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed Maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if fee paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON FEBRUARY 14, 1996
To shareholders of Plexus Corp.:
The annual meeting of shareholders of Plexus Corp. will be held at the
Valley Inn, located at 123 East Wisconsin Avenue, Neenah, Wisconsin, on
Wednesday, February 14, 1996 at 10:00 a.m., for the following purposes:
(1) To elect eight directors to serve until the next annual meeting
and until their successors have been duly elected.
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record on the books of Plexus at the close of
business on December 15, 1995 will be entitled to vote at the meeting or any
adjournment of the meeting.
Your attention is called to the Proxy Statement accompanying this
notice for a more complete statement regarding the matters to be acted upon at
the meeting.
By Order of the Board of Directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 5, 1996
PLEASE INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER FIND THAT YOU MAY BE
PRESENT OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT
ANY TIME BEFORE IT IS VOTED.
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PROXY STATEMENT
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
* * * * * * *
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Plexus Corp. ("Plexus" or the
"Company") for the annual meeting of shareholders on Wednesday, February 14,
1996. Shares represented by properly executed proxies received by Plexus will
be voted at the meeting and any adjournment thereof in accordance with the
terms of such proxies, unless revoked. Proxies may be revoked at any time
prior to the voting thereof either by written notice filed with the secretary
or acting secretary of the meeting or by oral notice to the presiding officer
during the meeting.
Shareholders of record at the closing of business on December 15, 1995
will be entitled to one vote on each matter presented for each share so held.
At that date there were 6,493,897 shares of Common Stock outstanding. Any
shareholder entitled to vote may vote either in person or by duly authorized
proxy. Representation of a majority of the outstanding shares will constitute
a quorum at the meeting. Abstentions and shares which are the subject of
broker non-votes will be counted for the purpose of determining whether a
quorum exists at the meeting. Shares represented at a meeting for any purpose
accounted in the quorum for all matters to be considered at the meeting. The
voted proxies will be tabulated by the persons appointed as inspectors of
election.
Directors are elected by a plurality of the votes cast by the holders
of the Company's Common Stock entitled to vote at the election at a meeting at
which a quorum is present. "Plurality" means that the individuals who receive
the highest number of votes are elected as directors, up to the number of
directors to be chosen at the meeting. Any votes attempted to be cast
"AGAINST" a candidate are not given legal effect and are not counted as votes
cast in the election of directors. Therefore, any shares which are not voted,
whether by withheld authority, broker non-vote or otherwise, have no effect in
the election of directors except in the extent that the failure to vote for any
individual results in another individual receiving a larger number of votes.
Shareholders who own shares as part of Plexus' Employee Stock Savings
Plan (the "Savings Plan") will receive a separate proxy for the purpose of
voting their shares held in their account. Shares held by the Savings Plan for
which designations are not received will be voted by the Savings Plan's Trustee
at its discretion, as provided in the Savings Plan.
Expenses in connection with the solicitation of proxies will be paid by
Plexus. Upon request, Plexus will reimburse brokers, dealers, banks and voting
trustees, or their nominees, for reasonable expenses incurred in forwarding
copies of the proxy material and annual report to the beneficial owners of
shares which such persons hold of record. Solicitation of proxies will be
principally by mail. Proxies may also be solicited in person, or by telephone,
telegraph or fax, by officers and regular employees of Plexus.
This proxy material is being mailed to shareholders commencing on or
about January 5, 1996.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by each Director, and all
Directors and Officers as a group as of December 1, 1995.
SHARES PERCENTAGE
BENEFICIALLY OF SHARES
NAME OWNED (1) OUTSTANDING
---- ------------ -----------
Allan C. Mulder 584,663(2) 8.5%
Peter Strandwitz 264,272 4.0%
Gerald A. Pitner 215,827 3.3%
John L. Nussbaum 109,866 1.7%
Harold R. Miller 106,999 1.6%
Robert A. Cooper 41,500 *
Thomas J. Prosser 31,500 *
Rudolph T. Hoppe 3,366(3) *
All officers and directors
as a group (11 persons) 1,399,460 19.9%
- ---------------
* Less than 1%
(1) The specified persons have sole voting and sole dispositive powers as
to all such shares. The above amounts include shares subject to
options granted under the Company's 1988 Stock Option Plan and the 1995
Executive Stock Option Plan (together, the "Option Plans") and the 1995
Directors' Stock Option Plan (the "Directors' Option Plan") which are
exercisable within 60 days. These options include those held by
Mr. Strandwitz (75,000), Mr. Nussbaum (39,999), Mr. Pitner (19,999),
Messrs. Miller, Cooper, Prosser and Hoppe (1,500 each), and all
officers and directors as a group (167,370).
(2) Mr. Mulder, 10618 Spicewood Trail, Boynton Beach, Florida, owns 188,624
shares of Company common stock, and 5,000 shares of Company Class A
Preferred Stock which may be converted into 396,039 shares of Company
Common Stock. In accordance with SEC rules, the above number assumes
full conversion; however, no shares of Company Class A Preferred Stock
have yet been converted.
(3) Excludes 950 shares owned by Mr. Hoppe's wife, of which he disclaims
beneficial ownership because he does not share voting or dispositive
power.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than 10% shareholders (collectively "insiders") are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file.
All publicly-held companies are required to disclose the names of any
insiders who fail to make any such filing on a timely basis within the preceding
two years, and the number of delinquent filings and transactions, based solely
on a review of the copies of the Section 16(a) forms furnished to the Company,
or written representations that no such forms were required. On the basis of
filings and written representations received by the Company, the Company
believes that, during fiscal 1995 and the preceding fiscal year, except as
previously disclosed, the Company's insiders have complied with all Section
16(a) filing requirements applicable to them.
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ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors has
determined that there shall be eight directors elected at the annual meeting of
shareholders to serve until their successors are duly elected and qualified.
The persons who are nominated as directors and for whom proxies will be
voted (unless otherwise specified by a shareholder) are named below. If any of
the nominees should decline or be unable to act as a director, which eventuality
is not foreseen, the proxies will be voted with discretionary authority for a
substitute nominee designated by the Board of Directors.
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND BUSINESS EXPERIENCE (1) SINCE
------------ --------------------------- -----------------
Robert A. Cooper, 69 Senior Vice President of Dain Bosworth 1983
(2)(3) Incorporated (brokerage and other financial
services); also, director of Bando McGlocklin
Capital Corporation (registered small business
investment company)
Rudolph T. Hoppe, 69 (2) Retired; previously President and Director of The 1987
Glenora Company (investments); also, director of
St. Francis Capital Corp. (savings bank holding
company)
Allan C. Mulder, 79 Retired 1995
Harold R. Miller, 67 (3) Retired; previously Chairman of the Board of 1980
Marathon Engineers/Architects/Planners, Inc.
(architectural and engineering services)
John L. Nussbaum, 53 President and Director of the Company 1980
Gerald A. Pitner, 54 Executive Vice President and Director of the 1980
Company
Thomas J. Prosser, 59 Vice President-Investment Banking of Robert W. 1987
(2)(3) Baird & Co., Incorporated (brokerage and other
financial services)
Peter Strandwitz, 58 Chairman of the Board, Chief Executive Officer and 1979
Director of the Company
- ---------------
(1) Unless otherwise noted, all directors have been employed in their
principal occupation listed above for the past five years or more.
(Notes continued on next page)
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(2) Member of the Compensation Committee, which held two meetings during
fiscal 1995. The Compensation Committee considers and makes
recommendations to the Board of Directors with respect to officers'
salaries and bonuses, reviews, approves and administers compensation
plans, and awards stock options.
(3) Member of the Audit Committee, which met twice in fiscal 1995. The
Audit Committee selects outside auditors, monitors their activities
and reviews their final reports.
The Board of Directors held four meetings during fiscal 1995. Each
Director attended at least 75% of the aggregate of the total number of meetings
of the Board and the total number of meetings of all committees of the Board on
which such director served during the year.
Directors' Compensation.
Each director of the Company who is not an officer or employee of the
Company or a subsidiary receives an annual directors' fee of $5,000 and an
additional $500 fee per meeting date on which the director attends a meeting of
the Board of Directors or any of its committees.
In addition, each director who is not an officer or employee of the
Company or a subsidiary is entitled in each fiscal year to receive an option for
1,500 shares of Company Common Stock, at its market value on the date of grant,
under the Company's 1995 Directors' Option Plan. The Directors' Option Plan was
approved by Company shareholders in February 1995. Options thereunder are fully
vested upon grant, may be exercised after a minimum six month holding period,
and must be exercised prior to the earlier of ten years after grant or one year
after the persons cease to be a director. In accordance with the Directors'
Option Plan, each of the then-saving non-employees directors received fiscal
1995 option for 1,500 shares, exercisable at $12.625 per share, on February 15,
1995, and each of the non-employee directors received a fiscal 1996 option for
1,500 shares, exercisable at $16.625 per share, on December 1, 1995.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total
compensation of the Company's Chief Executive Officer, and its two other highest
compensated executive officers for fiscal 1995 and the preceding two fiscal
years. No other Company executive officer received a total annual salary and
bonus in excess of $100,000 during the past fiscal year.
Long Term
Annual Compensation (1) Compensation
----------------------- ------------
Awards
------
Fiscal Options/SARs All Other
Year Salary($)(2) Bonus ($) #(3) Compensation ($)(4)
---- ----------- -------- ------- ------------------
Peter Strandwitz, 1995 $183,350 -0- 17,000 $2,310
Chairman and CEO 1994 $171,679 -0- 15,000 $2,391
1993 $176,908 -0- 15,000 $3,351
John L. Nussbaum, 1995 $145,941 -0- 15,000 $3,225
President 1994 $135,010 -0- 10,000 $3,021
1993 $138,762 -0- 10,000 $1,505
Gerald A. Pitner, 1995 $114,067 -0- 6,000 $2,395
Executive VP 1994 $109,067 -0- 5,000 $2,396
1993 $111,536 -0- 5,000 $2,471
(1) While the named individuals received perquisites or other personal
benefits in the years shown, in accordance with SEC regulations, the
value of these benefits are not shown since they did not exceed, in
the aggregate, the lesser of $50,000 or 10% of the individual's salary
and bonus in any year.
(2) Fiscal 1994 had one less pay period than fiscal 1993.
(3) Represents number of shares for which options were granted under the
Company's Option Plans. No SARs have been granted.
(4) Reflects the Company's contributions to named executive officers'
accounts in the Savings Plan.
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STOCK OPTIONS
The following table sets forth information with respect to the grant
of stock options in fiscal 1995 to the three executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants(1) Potential
- ------------------------------------------------------------------------------ Realized Value at
Assumed Annual
% of Rates of Stock Price
Total Options/ Exercise Appreciation
Options/ SARs Granted or Base for Option Term (2)
SARs to Employees Price Expiration ---------------------
Name Granted (#) in Fiscal Year ($/sh) Date 5% 10%
- ---- -------------- -------------- -------- ------------- --- ---
Peter Strandwitz 17,000 7% $13.875 6/30/05 $148,341 $375,924
John Nussbaum 15,000 6% $13.875 6/30/05 $130,889 $331,698
Gerald Pitner 6,000 3% $13.875 6/30/05 $ 52,355 $132,679
- --------------------------
(1) No SARs were granted; all grants reflect stock options under the
Company's Option Plans.
(2) Assumes stated appreciation from the date of grant.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUE
The following table sets forth information with respect to the three
executive officers named in the Summary Compensation Table concerning the
number and value of options outstanding at September 30, 1995.
Value of
Number of Unexercised In-the-
Unexercised Options/ Money Options/SARs
Shares SARs at FY-End (#)(2) at FY-End ($)(3)
Acquired on Value -------------------- ----------------
Name Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ -------------- ------------------------- -------------------------
Peter Strandwitz -0- -0- 75,000 / 32,000 $430,937 / $86,250
John Nussbaum -0- -0- 39,999 / 25,001 $170,203 / $57,505
Gerald Pitner -0- -0- 19,999 / 11,001 $ 85,096 / $28,756
- ----------------
(1) Represents the difference between the exercise price and the reported
closing price on the date of exercise.
(2) Represents options granted under the Company's Option Plans. No SARs
have been granted.
(3) Represents the difference between the exercise price and the $16.625
reported closing price of the Company's Common Stock on September 30,
1995.
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COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the
"Committee") sets general compensation policies for the Company. The Committee
makes the primary decisions with respect to compensation of the Chairman/Chief
Executive Officer (the "CEO"), the President and the Executive Vice President
of the Company; compensation decisions as to all other Company officers are
recommended by the CEO and the President, subject to approval by the Committee.
The Company's other compensation programs, such as the Savings Plan and the
Option Plans, are either originated or approved by the Committee; the Committee
grants stock options under the Option Plans.
The Company's policy, which is adhered to by the Committee, is to
fairly compensate individuals for their contributions to the Company, but also
to provide value to the Company's shareholders and to consider the ability of
the Company to fund any compensation decisions, plans or programs. The
Committee believes that fair compensation packages are necessary to attract and
retain qualified executive officers. To be effective in attracting and
retaining competent individuals, compensation packages must balance short-term
and long-term considerations, as well as provide incentives to individuals
based upon the performance of the Company. For the past several fiscal years,
the Committee has evaluated compensation of Company executive officers in the
context of continuing growth, but also the continuing need for capital to
support that growth and the occasional effect on earnings of that growth. The
Committee has not retained outside consultants, and has not relied in a
significant fashion upon outside market surveys.
In determining the compensation of the CEO, the Committee reviews
numerous factors, although most of these factors are not subject to
quantification or specific weight. The primary factors reviewed (in no
particular order) are the importance of the individual's contribution to the
Company's strategic planning and long-term success; the importance of the
individual to key customer relationships; special projects and tasks undertaken
by the individual during the preceding year; and performance of the Company's
sales and earnings. Salaries are generally determined in July or August of
each year, and become effective immediately.
In establishing the CEO's fiscal 1995 compensation, the Committee took
note of his role as the Company's chief strategic planner and of his role as
the primary customer contact for several important Company customers. Also,
the Committee noted the substantial improvement in the Company's results in
fiscal 1994. During fiscal 1994, sales increased substantially. Through June
30, 1994 (the most recent information the Committee had at its disposal), net
sales increased 46% from the previous fiscal year period. Net income decreased
slightly for that period, although the Committee expected an increase in net
earnings for the year as a whole (which, in fact, occurred). Based upon these
factors, the Committee determined in August, 1994 that the CEO's (and the two
other named officers') compensation level should temporarily remain the same,
but be reviewed after full fiscal 1994 results were known. Based upon the
above factors, that the Company's financial situation was improving, and that
while the Committee did not feel enough improvement had not yet occurred to
then warrant an increase in the CEO's (and the other named executed officers')
salary, the Committee determined that an increase was then warranted for most
other executive officers.
The Committee again reviewed the CEO's (and the other named executive
officers') compensation in December 1994, after full fiscal 1994 financial and
performance information became available. That information indicated, among
other things, a 52% increase in sales and 19% increase in net earnings for all
of fiscal 1994 as compared to fiscal 1993. The Committee determined that a
4.6% increase in CEO compensation was appropriate, in view of the results above
and the deferral of the increase.
The Company had historically not paid bonuses to employees. In view
of the Committee's expectation of the Company's improved financial position and
results through August 1994, the Committee determined it would be in the
Company's best interests to provide, beginning in fiscal 1995, its executive
officers with a tangible performance-based incentive beyond that contained in
the Option Plans. Such a bonus arrangement would
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further motivate officers to continue the improved performance, and provide
specific non-market criteria to evaluate performance. The Committee therefore
recommended, and the Board of Directors subsequently approved, the Plexus Corp.
1995 Senior Executive Incentive Compensation Plan (the "Bonus Plan"), which
became effective in fiscal 1995. Under the Bonus Plan, senior executive
officers are eligible to receive bonuses ranging from 2.5% up to 100% of their
annual salary provided the Company achieves certain performance goals
established in advance by the Committee with respect to after-tax return on
average equity and after-tax earnings per share. For fiscal 1995, for the
minimum bonus to be earned, the Company was required to increase after-tax
earnings per share to $1.41 per share (a 207% increase over fiscal 1994) or
after-tax return on average equity to 25.50% (a 150% increase over fiscal
1994). The Committee believed that both minimum targets were very aggressive.
Because the Company did not meet these targets, no bonus was paid. However,
the Committee took note of the fiscal 1995 improvements in determining
increased salaries for fiscal 1996, and the Committee retained the same targets
for fiscal 1996.
To continue to make available stock option incentives, the Committee
recommended, and the Board of Directors adopted (subject to shareholder
approval), the 1995 Executive Stock Option Plan. Shareholders approved the
plan in February 1995. The Committee believes that the option plans provide
participants with a long-term incentive to increase the overall value of the
Company by providing them with a stake in the increasing value of the Company's
Common Stock on a long-term basis. Consistent with this approach, the
Committee granted to the CEO options for 17,000 shares during fiscal 1995,
which was an increase of 2,000 shares (or 13%) over the options awarded to the
CEO in fiscal 1994, and reflects the Committee's determination to increase the
stock option portion of the CEO's compensation somewhat more than the cash
portion.
The Committee also believes that the Savings Plan provides an
additional stock-based incentive. Although employees (including the CEO) may
choose from a variety of investment funds for their contributions under the
Savings Plan, Company matching contributions on behalf of participants are made
to the Company Stock Fund of the Savings Plan, having the effect of increasing
the participants' stock ownership.
The factors used to determine other executive officers' compensation
are essentially the same as those used for the CEO. As with the CEO, Messrs.
Nussbaum and Pitner received increases in December 1994; other executive
officers received increases in August 1994. Increases in executive officers'
salaries (other than the CEO, but including three persons who ceased being
executive officers during fiscal 1995) for fiscal 1995 varied from 2% to 5%.
The increases varied depending upon the Committee's view of the adequacy of the
particular officers' compensation compared to that officer's performance and
duties (especially when those duties significantly changed since the last
salary increase). The Committee also approved stock option awards for most of
the other executive officers of the Company, which awards varied from 15,000
shares to 4,000 shares. The number of shares subject to options granted to
executive officers was generally the same or greater than the number granted in
the preceding fiscal year, with appropriate changes to reflect the Committee's
perception of individual circumstances.
The Committee believes that it is highly unlikely that the
compensation of any executive officer, including the CEO, will exceed $1
million in any fiscal year. Therefore, except with respect to the Company's
option plans, it has not taken any action with respect to the provisions of
Section 162 of the Internal Revenue Code which limits the deductibility of
compensation to certain executive officers of over $1 million in any fiscal
year. Because of the shareholder approval of the option plans, the Committee
believes that any compensation income under them would not be subject to the
Internal Revenue Code's deduction limitation.
Members of the Compensation Committee:
Rudolph T. Hoppe, Chair
Robert A. Cooper
Thomas J. Prosser
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No Company insiders are members of the Committee. All of the
directors who are members of the Committee are non-employees of the Company.
CERTAIN TRANSACTIONS
In March 1991, the Company entered into a research and licensing
("R&L") agreement with Smart House, L.P. ("SHLP"), an unaffiliated partnership
affiliated with the National Home Builders Association, formed to promote the
development of a new home energy and communications system that would enable
home automation through incorporating a new type of electrical wiring and gas
piping which works together with electronic components to allow electrical,
gas, telephone, coaxial and communication subsystems and home appliances to be
functionally interactive. The Company's original R&L Agreement was to develop
a control center, the primary user interface for the Smart House home
automation system. Subsequently, the Company entered into some more R&L
Agreements with SHLP for other Smart House-related products.
To finance certain expenditures relating to the development and design
of these Smart House-related products, the Company formed Plexus Home
Automation Limited Partnership ("PHALP") of which a Company subsidiary is
general partner. Through the general partner, and subsequent purchase of 12 of
50 outstanding limited partnership interests, Plexus has contributed
approximately 42% of the capital of the Partnership. In addition, 19 of the 50
limited partnership interests in PHALP are owned by directors of the Company,
including 4 interests owned by Committee members. Limited partners owning the
remaining 19 of PHALP's 50 limited partnership interests are otherwise
unaffiliated with the Company.
During fiscal 1995, the Partnership made purchases of approximately
$41,000 from the Company, at the Company's normal billing rates.
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PERFORMANCE GRAPH
The following graph compares the cumulative total return on Company
Common Stock with the NASDAQ Stock Market Index for U.S. Companies and the
NASDAQ Stock Market Index for Electronics Components Companies (both of which
include the Company). The values on the graph show the relative performance of
an investment of $100 made on September 30, 1990, in Company Common Stock and
in each of the indices.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG PLEXUS CORP., NASDAQ US STOCK INDEX, & NASDAQ
ELECTRONICS COMPONENTS INDEX
Fiscal Year Ending September 30
1990 1991 1992 1993 1994 1995
Plexus 100 191 560 407 283 443
NASDAQ 100 157 176 231 233 321
NASDAQ/Electronics 100 141 193 372 362 725
AUDITORS
The Board of Directors intends to reappoint the firm of Coopers &
Lybrand L.L.P. as independent auditors to audit the financial statements of
Plexus for fiscal 1996. Representatives of Coopers & Lybrand L.L.P. are
expected to be present at the annual meeting of shareholders to respond to
appropriate questions and make a statement if they desire to do so.
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SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
September 6, 1996 in order to be considered for inclusion in next year's annual
meeting proxy statement.
By Order of the Board of Directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 5, 1996
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1995, WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK AS OF DECEMBER 15,
1995, ON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO: JOSEPH D. KAUFMAN,
SECRETARY, PLEXUS CORP., 55 JEWELERS PARK DRIVE, P.O. BOX 156, NEENAH,
WISCONSIN 54957-0156.
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PLEXUS CORP.
PROXY FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Peter Strandwitz, John L. Nussbaum, Gerald A.
Pitner, and Joseph D. Kaufman, and any of them, proxies, with full power of
substitution, to vote all shares of stock which the undersigned is entitled to
vote at the annual meeting of shareholders of Plexus Corp. to be held at the
Valley Inn, located at 123 East Wisconsin Avenue, Neenah, Wisconsin, on
Wednesday, February 14, 1996 at 10:00 a.m. Central Time, or at any adjournment
thereof, as follows, hereby revoking any proxy previously given:
(1)ELECTION OF DIRECTORS:
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as specified to the contrary below) to vote for all nominees listed
below
Robert A. Cooper, Rudolph T. Hoppe, Harold R. Miller, Allan C. Mulder,
John L. Nussbaum, Gerald A. Pitner, Thomas J. Prosser, Peter Strandwitz
(INSTRUCTION: To withhold authority to vote for any individual nominee, please
print that nominee's name on the following line.)
_________________________________________
(2)In their discretion on such other matters as may properly come before the
meeting or any adjournment thereof; all as set out in the Notice and Proxy
Statement relating to the meeting, receipt of which is hereby acknowledged.
(Continued and to be signed on reverse side)
_________________________________________________________________
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" EACH OF THE DIRECTORS LISTED IN PROPOSAL (1).
Dated______________________________, 1996
________________________________________
(Please sign exactly as name appears at left.)
___________________________________________
(If stock is owned by more than one person, all
owners should sign. Persons signing as
executors, administrators, trustees or in
similar capacities should so indicate.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS