8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 23, 2022

PLANTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12696	77-0207692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Encinal Street

Santa Cruz, California 95060

(Address of principal executive offices) (Zip Code)

(831) 426-5858

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares ($0.01 par value)	POLY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐  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 5.07 Submission of Matters to a Vote of Security Holders.

On March 28, 2022, Plantronics, Inc. (“Poly”) announced its entry into an Agreement and Plan of Merger, dated as of March 25, 2022 (as it may be amended from time to time, the “Merger Agreement”), among HP Inc. (“Parent”), Prism Subsidiary Corp., a wholly owned subsidiary of Parent (“Merger Sub”), and Poly. The Merger Agreement provides for Merger Sub to be merged with and into Poly, with Poly surviving as a wholly owned subsidiary of Parent (the “Merger”).

Poly held a Special Meeting of Stockholders on June 23, 2022, at 9:00 a.m., Pacific time (the “Special Meeting”).

There were 43,072,542 shares of common stock, par value $0.01 per share, of Poly (the “Shares”), issued and outstanding as of April 28, 2022, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 36,619,411 Shares were present in person or represented by proxy, representing approximately 85.02% of the voting power of the Shares as of the Record Date, which constituted a quorum. Holders of approximately 80.14% of the outstanding Shares voted to adopt the Merger Agreement.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in Poly’s definitive proxy statement, dated May 17, 2022, as amended and supplemented by an amendment dated June 13, 2022 filed by Poly with the Securities and Exchange Commission (the “Proxy Statement”).

	FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
Proposal 1: To adopt the Merger Agreement.	34,519,326	2,044,319	55,766	0
Proposal 1 was approved.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to Poly’s named executive officers in connection with the merger of Merger Sub with and into Poly.	29,660,254	6,895,903	63,254	0
Proposal 2 was approved.

In light of the approval of Proposal 1, Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.

Item 8.01 Other Events.

On June 23, 2022, Poly issued a press release announcing the results of the Special Meeting. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 23, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	PLANTRONICS, INC.
Date: June 23, 2022	By:	/s/ Lisa Bodensteiner
	Name:	Lisa Bodensteiner
	Title:	Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

POLY ANNOUNCES STOCKHOLDER

APPROVAL OF MERGER AGREEMENT WITH HP INC.

SANTA CRUZ, Calif., - June 23, 2022 – Poly (NYSE: POLY), a global outfitter of professional-grade audio and video technology, today announced that its stockholders voted to approve the merger agreement pursuant to which Poly will be acquired by HP Inc.

Based on preliminary results, over 80% of Poly’s outstanding common stock was voted in favor of the approval of the merger agreement. The final voting results will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

The transaction is expected to close by the end of calendar 2022, subject to receipt of required regulatory clearances and the satisfaction of other customary closing conditions.

About Poly

Poly (NYSE: POLY) creates premium audio and video products so you can have your best meeting — anywhere, anytime, every time. Our headsets, video and audio-conferencing products, desk phones, analytics software and services are beautifully designed and engineered to connect people with incredible clarity. They’re pro-grade, easy to use and work seamlessly with all the best video and audio-conferencing services. Poly MeetingAI delivers a broadcast quality video conferencing experience with Poly DirectorAI technology which uses artificial intelligence and machine learning to deliver real-time automatic transitions, framing and tracking, while NoiseBlockAI and Acoustic Fence technologies block-out unwanted background noise. With Poly (Plantronics, Inc. – formerly Plantronics and Polycom), you’ll do more than just show up, you’ll stand out. For more information visit www.Poly.com.

All trademarks are the property of their respective owners.

Investor Contact:

Mike Iburg

Vice President, Investor Relations

(831) 458-7533

Media Contact:

Edie Kissko

Vice President, Corporate Communications (213) 369-3719

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding: the acquisition of Poly by HP Inc., including the expected timing of the closing of the acquisition. If any of these risks or uncertainties materialize, or if any of Poly’s assumptions prove incorrect, Poly’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions to the closing of the acquisition are not satisfied on a timely basis or at all, including the risk that the required regulatory approvals to consummate the acquisition are not obtained; potential litigation relating to the acquisition; uncertainties as to the timing of the consummation of the acquisition; the ability of each party to consummate the acquisition; the occurrence of any event, change or other circumstances that could give rise to the right to terminate the acquisition; possible disruption related to the acquisition to Poly’s current plans and operations, including through the loss of employees, customers and business partners; economic, market, business or geopolitical conditions (including resulting from the COVID-19 pandemic, supply chain disruptions, or the military conflict in Ukraine and related sanctions against Russia and Belarus) or competition, or changes in such conditions, negatively affecting Poly’s business, operations and financial performance; and other risks and uncertainties detailed in the periodic reports that Poly files with the Securities and Exchange Commission (the “SEC”), including Poly’s Annual Report on Form 10-K filed with the

SEC on May 27, 2022, which may be obtained on the investor relations section of Poly’s website (https://investor.poly.com). All forward-looking statements in this communication are based on information available to Poly as of the date of this communication, and Poly does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

XML

Document and Entity Information	Jun. 23, 2022
Cover [Abstract]
Entity Registrant Name	PLANTRONICS INC /CA/
Amendment Flag	false
Entity Central Index Key	0000914025
Document Type	8-K
Document Period End Date	Jun. 23, 2022
Entity Incorporation State Country Code	DE
Entity File Number	1-12696
Entity Tax Identification Number	77-0207692
Entity Address, Address Line One	345 Encinal Street
Entity Address, City or Town	Santa Cruz
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95060
City Area Code	(831)
Local Phone Number	426-5858
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Shares ($0.01 par value
Trading Symbol	POLY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false