PLANTRONICS, INC. (NYSE:PLT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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:

Proposal No. 2: The results of the vote to approve the amended and restated 2003 Stock Plan were:

Proposal No. 3: The results of the vote to approve the Company's Executive Incentive Plan were:

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:

Proposal No. 5: The results of the advisory vote to approve the compensation of the Company's named executive officers were:

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:

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed as part of this report.

PLANTRONICS INC /CA/ Exhibit
EX-10.1 2 a2003stockplanamendedandre.htm EXHIBIT 10.1 Exhibit PLANTRONICS,…
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About PLANTRONICS, INC. (NYSE:PLT)

Plantronics, Inc. (Plantronics) is engaged in the design, manufacture, and distribution of headsets for business and consumer applications, and other specialty products for the hearing impaired. The Company is a global designer, manufacturer and marketer of communications headsets, telephone headset systems, other communication endpoints and accessories for the business and consumer markets. The Company develops communication products for offices and contact centers, mobile devices, cordless phones, and computers and gaming consoles. Its product categories include Enterprise, which includes corded and cordless communication headsets, audio processors, and telephone systems, and Consumer, which includes Bluetooth and corded products for mobile device applications, personal computer (PC) and gaming headsets, and specialty products marketed for hearing impaired individuals. It offers its products under two brands: Plantronics and Clarity.