form8-k012009.htm
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): January 13, 2009
PLANTRONICS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-12696
(Commission
File No.)
|
77-0207692
(I.R.S.
Employer
Identification
Number)
|
345
Encinal Street, Santa Cruz, California 95060
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (831) 426-5858
N/A
(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
provision (
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))
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal
Year
On
January 13, 2009, the Board of Directors approved various amendments to the
bylaws of Plantronics, Inc. (the “Company”) and adopted amended and restated the
bylaws incorporating such amendments (the “Amended Bylaws”). The amendments to
the bylaws were primarily undertaken to update the bylaws to reflect changes in
the General Corporation Law of the State of Delaware (the “GCL”), as interpreted
by Delaware courts, and to reflect developing corporate practices. The
following is a brief summary of the amendments to the bylaws. This summary does
not purport to be complete as to all of the changes or, with respect to any
given change, as to all aspects of such change. This summary is not intended to
be complete and is qualified in its entirety by reference to the full text of
the Amended Bylaws, which is filed as Exhibit 3(ii) to this Current Report
on Form 8-K. In addition, the Board of Directors approved a restatement of the
Company’s Articles of Incorporation. No material amendments were made to the
Articles of Incorporation.
-
Article
2, Section 12 has been amended to reflect that stockholders may bring business
before the annual meeting by timely complying with the advance notice
procedures. The notice procedures require that a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not later than the close of business on the 60th day nor earlier than
the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting. In the event that no annual meeting was held
in the previous year or if the date of the annual meeting is advanced by more
than 30 days prior to or delayed by more than 60 days after the one-year
anniversary of the date of the previous year’s annual meeting then, for
notice by the stockholder to be timely, it must be so received by the
secretary of the Company not later than the 10th day following the day on
which “Public Announcement” of the date of such meeting is first made by the
Company. “Public Announcement” shall mean disclosure in a press release or in
a document publicly filed by the Company with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”). To be in proper written form, a
stockholder’s notice must set forth as to each matter of business the
stockholder intends to bring before the annual meeting: (1) a brief
description of the business intended to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting,
(2) the name and address of the stockholder proposing such business and
of any Stockholder Associated Person (as defined in the Amended Bylaws),
(3) the class and number of shares of the Company that are held
by the stockholder or any Stockholder Associated Person, (4) whether any
hedging or other transaction has been entered into the effect or intent of
which is to mitigate loss to, or to manage the risk or benefit from share
price changes for, or to increase or decrease the voting power of, such
stockholder or any Stockholder Associated Person with respect to any
securities of the Company, (5) any material interest of the stockholder
or a Stockholder Associated Person in such business, and (6) a statement
whether either such stockholder or any Stockholder Associated Person will
deliver a proxy statement and form of proxy to holders of at least the
percentage of the Company’s voting shares required under applicable law
to carry the proposal (such information provided and statements made as
required by clauses (1) through (6). In addition, to be in proper
written form, a stockholder’s notice to the secretary must be supplemented not
later than ten days following the record date to disclose the information
contained in clauses (3) and (4) above as of the record date.
-
Article
2, Section 13 has been amended to provide for the proper form of nominations
to the Board of Directors by the stockholders of the Company. To be in proper
written form, such stockholder’s notice must set forth: (A) the name,
age, business address and residence address of the nominee, (B) the
principal occupation of the nominee, (C) the class and number of shares
of the Company that are held by the nominee, (D) whether any transactions
or any other agreement the effect of which is to mitigate loss to, or to
manage the risk or benefit of share price changes for, or to increase or
decrease the voting power of the nominee, (E) a description of all
arrangements between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are
to be made by the stockholder, (F) a written statement executed by the
nominee acknowledging that as a director of the Company, the nominee will owe
a fiduciary duty under Delaware law with respect to the Company and its
stockholders, and (G) any other information relating to the nominee that
would be required to be disclosed if proxies were being solicited for the
election of the nominee as a director, pursuant to Regulation 14A under the
1934 Act; and as to such stockholder giving notice with the information
required in the “Nominee Solicitation Statement” (as described in the Amended
Bylaws). At the request of the Board of Directors, any person nominated by a
stockholder for election as a director must furnish to the secretary of the
Company such other information as may reasonably be required to determine
the eligibility of such proposed nominee to serve as an independent director
of the Company.
-
Article
2, Section 14 has been amended to provide for the appointment and duties of
inspectors of election.
-
Article
3, Section 2 has been amended to provide that the authorized number of
directors constituting the Board of Directors shall be from five
(5) to nine (9).
-
Article
3, Section 4 has been amended to provide if a vacancy on the Board of
Directors has resulted from the death, resignation or removal of a director,
such vacancy shall be filled only by a majority of those remaining directors
then in office, even though such directors may constitute less than a
quorum.
-
Article
3, Section 7 has been amended to provide that the vote of a majority of the
Board of Directors shall be an act of the Board. Provisions requiring a 66
2/3% vote for
various actions were deleted.
-
Article
4, Section 1 has been amended to provide that the officers of the Company
shall be appointed by the Board of Directors and shall consist of a president
and a secretary. The Company may also have, at the discretion of
the Board of Directors, such other officers as may be appointed in accordance
with the Amended Bylaws.
-
Article
5, Sections 1, 2 and 7 were amended to clarify the indemnity procedure for
officers, directors and others.
-
Article
6, Sections 1 and 2 were amended to provide for uncertificated shares and to
clarify procedures for lost certificates.
-
Article
8 was amended to provided that the Amended Bylaws may be amended, altered, or
repealed and new bylaws adopted at any meeting of the board of directors or by
the stockholders at a meeting by the vote of a majority of the voting power of
all shares entitled to vote thereon. The original bylaws provided that certain
provisions could be amended, altered or repealed by the vote of 66 2/3% of the
directors.
Item 9.01
Financial Statements and
Exhibits
(d) Exhibits
Number
Description of Document
3(i) Plantronics,
Inc. 2009 Restated Articles of Incorporation
3(ii)
Amended and Restated Bylaws of Plantronics, Inc.
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:
January 20, 2009
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PLANTRONICS,
INC.
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By:
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/s/
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Name:
|
Barbara
Scherer
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Title:
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Senior
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer)
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EXHIBIT
INDEX
Number Description of
Document
3(i) |
Plantronics, Inc. 2009
Restated Articles of Incorporation |
3(ii)
|
Amended and Restated
Bylaws of Plantronics, Inc. |
|
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