UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 |