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PLT > SEC Filings for PLT > Form 8-K on 6-Aug-2013All Recent SEC Filings

Show all filings for PLANTRONICS INC /CA/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PLANTRONICS INC /CA/


6-Aug-2013

Results of Operations and Financial Condition, Change in Directors or Princi


Item 2.02 Results of Operations and Financial Condition

On August 6, 2013, Plantronics, Inc. ("the Company"), a Delaware corporation, issued a press release reporting its results of operations and financial condition for the first quarter of fiscal year 2014 which ended on June 29, 2013, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 as well as Exhibit 99.1, attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 1, 2013, at the Company's Annual Meeting (as defined below), the Company's stockholders approved amendments to the Company's 2003 Stock Plan, as amended and restated (the "Plan") including (1) to increase the number of shares of common stock authorized for issuance under the Plan by 1,000,000, and (2) limit the number of shares that may be awarded annually to the Company's independent directors.
A copy of the Plan is attached hereto and filed as Exhibit 10.1 to this Current Report on Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Company's 2013 Annual Meeting of Stockholders (the "Annual Meeting") was held on August 1, 2013. At the Annual Meeting, 41,455,937 shares of common stock of the Company were present in person or by proxy.
At the meeting, the Company's stockholders voted on the following proposals: (1) elect seven directors; (2) approve amendments to the Plan including (i) increase the number of shares reserved for issuance under the Plan by one million (1,000,000), and (ii) limit the number of shares that may be awarded annually to the Company's independent directors; (3) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2014, and (5) an advisory vote to approve 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         39,172,174   123,329   470,403      1,690,031
Ken Kannappan     39,499,205   66,017    200,684      1,690,031
Brian Dexheimer   39,348,091   118,150   299,665      1,690,031
Robert Hagerty    39,357,719   121,167   287,020      1,690,031
Gregg Hammann     39,354,203   41,159    370,544      1,690,031
John Hart         39,265,839   129,960   370,107      1,690,031
Marshall Mohr     39,399,255   117,131   249,520      1,690,031

Proposal No. 2: The results of the vote to approve amendments to the Company's 2003 Stock Plan were:
For Against Abstain Broker Non-Votes 36,554,781 3,148,156 62,969 1,690,031


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 2014 were:
For Against Abstain Broker Non-Votes 41,035,931 384,710 35,296 -

Proposal No. 4: The results of the advisory vote to approve the compensation of the Company's named executive officers were:
For Against Abstain Broker Non-Votes 37,759,477 1,892,365 114,064 1,690,031



Item 7.01 Regulation FD Disclosure

On August 6, 2013, the Company announced in its press release titled "Plantronics Announces First Quarter Fiscal Year 2014 Results" that its Board of Directors had declared a cash dividend of $0.10 per share of the Company's common stock, payable on September 10, 2013 to stockholders of record at the close of business on August 20, 2013.



Item 9.01 Financial Statements and Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:
Exhibit Number Description

     10.1        Plantronics, Inc. 2003 Stock Plan, Amended and Restated
                 Press release issued by Plantronics, Inc. dated August 6, 2013,
     99.1      entitled "Plantronics Announces First Quarter Fiscal Year 2014
               Results"


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