0000785786false9/3000007857862023-02-152023-02-15
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): February 15, 2023
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PLEXUS CORP.
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | | | | |
| Wisconsin | | 001-14423 | | 39-1344447 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
One Plexus Way
Neenah, Wisconsin 54957
(Address of principal executive offices) (Zip Code)
Telephone Number (920) 969-6000
(Registrant’s telephone number, including Area Code)
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | PLXS | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendment to Bylaws
On February 15, 2023, the Board of Directors of Plexus Corp. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”) to (a) align Sections 2.09 and 2.13 of Article II of the Bylaws with the Securities and Exchange Commission’s requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (b) replace references throughout the Bylaws to chairman or chairperson with the gender-neutral term “chair.”
This description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2023 Annual Meeting of Shareholders on February 15, 2023 (the “Annual Meeting”). Below are the voting results from the Annual Meeting:
Proposal 1: The 11 individuals nominated by the Board of Directors for election as directors to serve until the Company's next annual meeting were elected by the Company’s shareholders with the following votes:
| | | | | | | | | | | | | | |
| Director’s Name | | Authority Granted to Vote “For” | | Authority Withheld |
| Joann M. Eisenhart | | 24,648,491 | | | 163,842 | |
| Dean A. Foate | | 23,593,996 | | | 1,218,337 | |
| Rainer Jueckstock | | 24,387,753 | | | 424,580 | |
| Peter Kelly | | 22,837,973 | | | 1,974,360 | |
| Todd P. Kelsey | | 24,559,915 | | | 252,418 | |
| Randy J. Martinez | | 23,943,954 | | | 868,379 | |
| Joel Quadracci | | 23,917,830 | | | 894,503 | |
| Karen M. Rapp | | 24,410,742 | | | 401,591 | |
| Paul A. Rooke | | 21,688,202 | | | 3,124,131 | |
| Michael V. Schrock | | 23,404,353 | | | 1,407,980 | |
| Jennifer Wuamett | | 24,793,383 | | | 18,950 | |
***
Broker non-votes: 1,200,373 in the case of each director
Proposal 2: The advisory proposal to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation” in the proxy statement for the Annual Meeting, received the following votes:
For: 21,106,167 Against: 3,686,218 Abstain: 19,948
Broker non-votes: 1,200,373
Proposal 3: The advisory proposal related to the frequency of future advisory votes to approve the compensation of the Company's named executive officers received the following votes:
1 Year: 22,652,272 2 Year: 29,297 3 Year: 2,118,594 Abstain: 12,170
Broker non-votes: 1,200,373
Proposal 4: The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal 2023 with the following votes:
For: 24,754,935 Against: 1,249,442 Abstain: 8,329
Broker non-votes: 0
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed herewith:
| | | | | | | | |
| Exhibit Number | | Description |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) |
* * * * *
SIGNATURES
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.
| | | | | | | | |
| Date: February 16, 2023 | | PLEXUS CORP. |
| | (Registrant) |
| | By: /s/ Angelo M. Ninivaggi |
| | Angelo M. Ninivaggi |
| | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
