Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Plantronics, Inc. ('Company') held its 2021 Annual Meeting of Stockholders ('Annual Meeting') on July 26, 2021 pursuant to which the Company's stockholders approved an amendment and restatement of the Company's 2002 Employee Stock Purchase Plan ('ESPP') to increase the number of authorized shares under the ESPP by 2,000,000 and to, among other things, eliminate the requirement that participants enroll by seven (7) calendar days prior to the start date of an ESPP offering period to facilitate greater participation in the ESPP and to coincide enrollment periods within open trading windows. The Company's stockholders also approved at the Annual Meeting an amendment and restatement of the Company's 2003 Stock Plan ('Plan') to increase the number of authorized shares under the Plan by 2,000,000 and to, among other things, prohibit the payment of dividends or dividend equivalents on awards until those awards are earned and vested, recoup performance-based equity awards (including any cash-based incentive awards) in the case of a material financial restatement of results for prior years from executives who received undue awards based on a material and intentional or negligent misrepresentation of financial result, provide for a vesting period or performance period of at least 12-months following the date of grant, to clarify and expand the Plan's prohibition on 'liberal share recycling' to state that that shares that have been delivered to, or withheld by, the Company to satisfy the applicable exercise price of an option under the Plan or to satisfy any tax withholding obligation with respect to an option or SAR (including shares retained by the Company from the award being exercised and/or creating the tax obligation), shares subject to a SAR that are not issued in connection with the settlement or exercise, as applicable, of the SAR, and shares purchased on the open market with the cash proceeds from the exercise of options are not returned to the share reserve for issuance under Plan, and to clarify and expand the Plan's prohibition on repricing of outstanding stock options through exercise price reductions, the cancellations of outstanding stock options in exchange for new stock options with a lower exercise price, the substitution of full-value awards for underwater stock options and the buyback or buyout of underwater stock options in exchange for cash, without stockholder approval. A copy of the ESPP and Plan, each as amended and restated, are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Submission of Matters to a Vote of Security Holders
The Company's 2021 Annual Meeting of Stockholders ('Annual Meeting') was held on July 26, 2021. At the Annual Meeting, 38,419,283 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 ten directors; (2) approve the amendment and restatement of the 2002 Employee Stock Purchase Plan which included an increase in the number of shares of common stock issuable thereunder by 2,000,000; (3) approve the amendment and restatement of the 2003 Stock Plan which included an increase in the number of shares of common stock issuable thereunder by 2,000,000; (4) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022; and (5) 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:
|
Nominee
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
Robert Hagerty
|
34,172,280
|
277,945
|
15,105
|
3,953,953
|
Marvin Tseu
|
33,952,264
|
494,247
|
18,819
|
3,953,953
|
David M. Shull
|
34,262,662
|
183,174
|
19,494
|
3,953,953
|
Kathy Crusco
|
33,821,955
|
624,871
|
18,504
|
3,953,953
|
Brian Dexheimer
|
33,621,295
|
823,889
|
20,146
|
3,953,953
|
Gregg Hammann
|
33,901,628
|
542,199
|
21,503
|
3,953,953
|
Guido Jouret
|
34,285,451
|
157,770
|
22,109
|
3,953,953
|
Marshall Mohr
|
29,280,642
|
5,147,374
|
37,314
|
3,953,953
|
Daniel Moloney
|
34,390,775
|
45,460
|
29,095
|
3,953,953
|
Yael Zheng
|
34,338,455
|
104,291
|
22,584
|
3,953,953
|
Proposal No. 2: The results of the vote to approve the amended and restated 2002 Employee Stock Purchase Plan were:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
34,408,717
|
37,152
|
19,461
|
3,953,953
|
Proposal No. 3: The results of the vote to approve the amended and restated 2003 Stock Plan were:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
28,661,218
|
5,784,291
|
19,821
|
3,953,953
|
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 2022 were:
|
For
|
Against
|
Abstain
|
37,739,952
|
640,353
|
38,978
|
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
|
33,696,472
|
756,118
|
12,740
|
3,953,953
|
Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number
|
Description
|
10.1
|
|
10.2
|
|