UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission only
(as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12
PLANTRONICS, INC. |
(Name of Registrant as Specified In Its Charter) |
Payment of Filing Fee (Check the appropriate box) | ||
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
2. | Aggregate number of securities to which transaction applies: | |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4. | Proposed maximum aggregate value of transaction: | |
5. | Total fee paid: | |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
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Supplement to Proxy Statement
Plantronics, Inc.
345 Encinal Street
Santa Cruz, California 95060
SUPPLEMENT TO THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 30, 2015
This proxy statement supplement, dated July 13, 2015, supplements the definitive proxy statement (the “Proxy Statement”) filed by Plantronics, Inc. (“Plantronics” or the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2015.
Except as described in this supplement, the information provided in the Proxy Statement continues to apply. To the extent that information in this supplement differs from or updates information contained in the Proxy Statement, the information in this supplement is more current. The Proxy Statement contains important additional information. This supplement should be read in conjunction with the Proxy Statement.
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The table included under the heading “Plan Benefits” under “Proposal Two – Approval of Amendment to 2003 Stock Plan” on page 21 of the Proxy Statement is amended to correct errors as follows:
(a) | (b) | (c) | (d) | ||||||
Name | Position | Number of Shares Subject to Options Granted | Average Per Share Option Exercise Price (4) | Number of Restricted Stock or Restricted Stock Unit Shares Granted | Average Per Share Value of Restricted Stock or Restricted Stock Unit Awards (5) | ||||
Ken Kannappan | Director, President and CEO | 120,000 | $ | 47.27 | 30,000 | $ | 42.66 | ||
Pam Strayer | Senior Vice President and CFO | 20,000 | $ | 47.27 | 10,000 | $ | 42.66 | ||
Joe Burton | Executive Vice President of Products, Technology & Strategy and Chief Technology Officer | 50,000 | $ | 47.27 | 20,000 | $ | 42.66 | ||
Don Houston | Senior Vice President, Sales | 25,000 | $ | 47.27 | 10,000 | $ | 42.66 | ||
Philip Vanhoutte | Senior Vice President and Managing Director, Europe and Africa | 12,000 | $ | 47.27 | 4,000 | $ | 42.66 | ||
Executive Group (1) | 237,000 | $ | 47.07 | 89,500 | $ | 42.66 | |||
Non-Employee Director Group (2) | — | $ | — | 19,392 | $ | 46.40 | |||
Non-Executive Officer Employee Group (3) | 61,000 | $ | 47.27 | 535,069 | $ | 45.56 | |||
(1) | The Executive Group is comprised of seven Executive Officers. |
(2) | The Non-Employee Director Group is comprised of all members of the Board except Ken Kannappan. |
(3) | The Non-Executive Officer Employee Group is comprised of all our employees worldwide minus the Executive Group. |
(4) | The average per share exercise price of stock options is calculated as a weighted average. |
(5) | Based on the market value of our common stock on the date of grant of restricted stock and restricted stock units during fiscal year 2015. |
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On June 10, 2015, Plantronics filed the Proxy Statement and definitive form of proxy card with the SEC in connection with its solicitation of proxies from its stockholders. Stockholders are strongly encouraged to read the proxy statement, the accompanying proxy card and other documents filed by Plantronics with the SEC carefully and in their entirety as they contain important information. Stockholders can obtain copies of the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Plantronics with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge on the Investor Relations portion of our website at www.plantronics.com, or by writing to our Secretary at Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060.
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