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Section 1: DEF 14A (DEF 14A)

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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))
 
þ Definitive Proxy Statement
 
o 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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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 2, 2018

To our Stockholders:

Our Board of Directors is soliciting proxies for our 2018 Annual Meeting of Stockholders. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the 2018 Annual Meeting. We ask that you please read it carefully.

Annual Meeting Date:    August 2, 2018
Time:            10:00 a.m. Pacific Daylight Time
Place:            345 Encinal Street, Santa Cruz, California 95060
Record Date:        June 13, 2018
Purpose of the Meeting:    
1.
a.    If the Acquisition (as defined in "Proposal One: Election of Directors" in this Proxy Statement) has not occurred by the time of the Annual Meeting: To elect eight (8) directors to serve until the next annual meeting or until their successors are duly elected and qualified.

b.    If the Acquisition (as defined in "Proposal One: Election of Directors" in this Proxy Statement) has occurred by the time of the Annual Meeting: To elect ten (10) directors to serve until the next annual meeting or until their successors are duly elected and qualified.
            
2. Approve the amendment and restatement of the Plantronics 2002 Employee Stock Purchase Plan.

3. Approve the amendment and restatement of the Plantronics 2003 Stock Plan.

4. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public
accounting firm of Plantronics, Inc. for fiscal year 2019.

5. Approve, on an advisory basis, the compensation of Plantronics' named executive officers.

6. Transact such other business as may properly come before the Annual Meeting or any adjournment
thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mary Huser
Mary Huser
Secretary
Santa Cruz, California
June 20, 2018






YOUR VOTE IS IMPORTANT TO US

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE ENCOURAGE YOU TO VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM OR BY TELEPHONE 1-800-690-6903. ALTERNATIVELY, YOU MAY REQUEST A PAPER PROXY CARD, WHICH YOU MAY COMPLETE, SIGN AND RETURN BY MAIL.





TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





PROXY STATEMENT
FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

The 2018 Annual Meeting of Stockholders (the "Annual Meeting") of Plantronics, Inc. ("Plantronics" or the "Company") will be held at 10:00 a.m. PDT on Thursday, August 2, 2018 at our headquarters located at 345 Encinal Street, Santa Cruz, California 95060. Our Board of Directors ("Board") is soliciting proxies for the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. Your vote is very important to us.

We have elected to provide access to our proxy materials via the Internet. Accordingly, on or about June 20, 2018, we will mail a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") to our stockholders of record as of the close of business on June 13, 2018. On the date of mailing of the Notice of Internet Availability, all of the proxy materials will be made available free of charge on the website referred to in the Notice of Internet Availability. The Notice of Internet Availability will provide instructions on how you may view the proxy materials for the Annual Meeting on the Internet and how you may request a paper copy or email of such materials.

Please follow the instructions provided in the Notice of Internet Availability, or on the proxy card, if you plan to attend the Annual Meeting in person.

We will pay the costs of soliciting proxies from stockholders. We have engaged The Proxy Advisory Group, LLC to assist with the solicitation of proxies and provide proxy-related advice and informational support. Fees for these services, plus customary disbursements, are not expected to exceed $15,000. We may also compensate brokerage firms and other persons representing beneficial owners of shares for their customary fees and expenses in forwarding the voting materials to beneficial owners. Our directors, officers and regular employees may solicit proxies on our behalf, without additional compensation, personally or by telephone.

Our principal executive offices are located at 345 Encinal Street, Santa Cruz, California 95060. Our telephone numbers are (831) 426-5858 and (800) 544-4660. Our website is www.plantronics.com.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

Who Can Vote?

The Board set June 13, 2018 as the record date for the Annual Meeting ("Record Date"). All stockholders of record who owned Plantronics common stock at the close of business on the Record Date may attend and vote at the Annual Meeting or any adjournments thereof. Each stockholder is entitled to one vote for each share of common stock held on each of the matters to be voted. Stockholders may not cumulate their votes for the election of directors. At the close of business on the Record Date, there were 33,386,466 shares of our common stock outstanding.

How Many Votes Are Required to Conduct Business at the Annual Meeting?

The required quorum for the transaction of business at the Annual Meeting is the presence in person or by proxy of a majority of shares of common stock issued and outstanding on the Record Date. Shares voted "FOR," "AGAINST" or "ABSTAIN" with respect to any proposal as well as broker non-votes are treated as being present at the meeting for purposes of establishing a quorum.


1



How Are Abstentions and Broker Non-Votes Treated?

Shares voted "ABSTAIN" and "broker non-votes" are counted as present and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting. Under our bylaws, abstentions are not counted as “votes cast” in the election of directors and therefore, they will have no effect on Proposal One, Election of Directors.

However, for purposes of Proposals Two and Three, Approval of the Amendment and Restatement of the 2002 Employee Stock Purchase Plan and Approval of the Amendment and Restatement of the 2003 Stock Plan, respectively, approval is required under the listing rules of the New York Stock Exchange (“NYSE”). Pursuant to the NYSE listing rules and the regulations promulgated thereunder, abstentions are counted as votes against the proposal.

Abstentions are considered present in person or represented by proxy and entitled to vote, accordingly, for purposes of Proposals Four and Five, Ratification of Appointment of Independent Registered Public Accounting Firm and Advisory Vote to Approve Named Executive Officer Compensation, which require approval by a majority of the shares present in person or represented by proxy and entitled to vote. Shares voted "ABSTAIN" for either or both proposals will have the effect of votes against the applicable proposal.

A broker non-vote occurs when a nominee holding shares for a beneficial owner is not permitted to vote on a particular proposal because such proposal is deemed non-routine, meaning the nominee does not have discretionary voting power with respect to that item, and the nominee has not received instructions from the beneficial owner.

Proposal Four, Ratification of Appointment of Independent Registered Public Accounting Firm, is the only routine matter for which nominees will have discretionary voting power. Broker non-votes will have no effect on the proposals included in this proxy statement.

How Many Votes Are Required to Pass a Proposal?

For Proposal One, Election of Directors, directors will be elected by a vote of a majority of the votes cast with respect to each nominee. In this context, a majority of the votes cast means that the number of votes "FOR" a nominee must exceed the number of votes cast "AGAINST" the nominee. As discussed further in "Proposal One: Election of Directors", we have set forth two alternative proposals depending on whether our pending Acquisition (as defined below) of Polycom, Inc. has closed by the time of the Annual Meeting and have asked for your vote on the nominees set forth in both of the proposals. If the Acquisition has not closed by the time of the Annual Meeting, then only the votes in Proposal One (a) with respect to the eight nominees will be counted. If the Acquisition has closed by the time of the Annual Meeting, then only the votes in Proposal One (b) with respect to ten nominees will be counted. Because we cannot predict the timing of the closing of the Acquisition at this time, we request that you vote on all of the nominees in both Proposal One (a) and Proposal One (b).

For Proposals Two and Three, Approval of the Amendment and Restatement of the 2002 Employee Stock Purchase Plan and Approval of the Amendment and Restatement of the 2003 Stock Plan, approval by a majority of votes cast is required for approval. For these purposes, votes "FOR" the amendments must exceed votes "AGAINST" and "ABSTAIN" votes.

For Proposal Four, Ratification of Appointment of Independent Registered Public Accounting Firm, and Proposal Five, Advisory Vote to Approve Named Executive Officer Compensation, approval by a majority of votes present in person or represented by proxy and entitled to vote is required. The vote on Proposal Five, is advisory and, therefore, not binding on us, the Board or the Compensation Committee of the Board ("Compensation Committee"). The Board and the Compensation Committee value the opinions of our stockholders and will take the vote of stockholders on Proposal Five into account in their evaluation of the design and philosophy of our executive compensation program.


2



How Does the Board Recommend I Vote on each of the Proposals?

The Board recommends that you vote:
PROPOSALS
BOARD'S RECOMMENDATION
PAGE REFERENCE
(for more detail)
1
(a) If the Acquisition has not closed: To elect eight (8) directors to serve until the next annual meeting or until their successors are duly elected and qualified.

(b)  If the Acquisition has closed: To elect ten (10) directors to serve until the next annual meeting or until their successors are duly elected and qualified.
FOR each nominee*
14-22
2
To approve the amendment and restatement of the 2002 Employee Stock Purchase Plan.
FOR
23-26
3
To approve the amendment and restatement of the 2003 Stock Plan.
FOR
27-34
4
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Plantronics, Inc. for fiscal year 2019.
FOR
35-36
5
To approve, on an advisory basis, the compensation of Plantronics' named executive officers.
FOR
37

* Depending on whether the Acquisition has closed by the time of the Annual Meeting, only the votes on the applicable Proposal One, Election of Directors will be counted. Accordingly, the Board recommends a vote "FOR" each nominee in both Proposal One (a) and Proposal One (b).

What Is the Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner?

Set forth below are certain distinctions between stockholders of record and those whose shares are owned beneficially or in "street name":

Stockholder of Record. If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice of Internet Availability is being sent directly to you by us. As the stockholder of record, you may grant your voting proxy directly to the proxyholders nominated by the Board and named in the proxy card distributed or made available to you concurrently with this Proxy Statement (the "Proxyholders") or you may vote in person at the Annual Meeting. The Board has named Joe Burton, Pam Strayer and Mary Huser as the Proxyholders for the Annual Meeting.

Beneficial Owner. Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name," and the Notice of Internet Availability is being forwarded to you by your broker, bank or nominee. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote on matters at the Annual Meeting and are also invited to attend the Annual Meeting; however, you may not cast a vote at the Annual Meeting without signed authorization from your broker, bank or nominee in the form of a legal proxy. Your broker, bank or nominee should have enclosed with the Notice of Internet Availability, or otherwise provided to you, a voting instruction card for your use in directing your broker, bank or nominee how to vote your shares.

Can I Vote My Shares in Person at the Annual Meeting if I have already voted or submitted a proxy for my shares?

You may attend the Annual Meeting and vote in person even if you have already voted or submitted a proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke your proxy. If a bank, broker or other nominee holds your shares in "street name" and you wish to attend the Annual Meeting and vote in person, you must obtain a legal proxy from that record holder of your shares giving you the right to vote the shares at the Annual Meeting.

If you choose to vote in person at the Annual Meeting either as a stockholder of record or as a holder in "street name," please bring satisfactory proof of identification to the Corporate Secretary on the day of the Annual Meeting.

3




EVEN IF YOU CURRENTLY PLAN TO ATTEND AND VOTE AT THE ANNUAL MEETING, WE RECOMMEND YOU ALSO SUBMIT YOUR PROXY AS DESCRIBED ABOVE SO THAT YOUR SHARES WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS IF YOU LATER DECIDE NOT TO ATTEND.

How Can I Vote?

Stockholder of Record. Registered stockholders may vote in person at the Annual Meeting or by one of the following methods:
INTERNET
PHONE
MAIL
IN PERSON
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Go to:
www.proxyvote.com or follow the instructions on the Notice of Internet Availability.
  Call toll-free:
1-800-690-6903
Request a proxy card from us and cast your vote by completing, signing and dating the card where indicated and by thereafter timely mailing or otherwise returning the card in the enclosed, prepaid, pre-addressed envelope.
Attend the Annual Meeting in person. We will provide you with a ballot when you arrive.

Please note that the Internet and telephone voting facilities for registered stockholders will close at 11:59 PM Eastern Daylight Time on August 1, 2018. If you are voting by paper proxy card, it must be mailed in time to be received by August 1, 2018 to ensure your vote is cast at the Annual Meeting.
 
Beneficial Owner. If your shares are held by a broker, bank or other nominee, you must timely follow the instructions you receive from your broker, bank or other nominee to ensure your vote is cast. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must request from them a signed authorization in the form of a legal proxy. To vote your shares in person at the Annual Meeting, you must present that legal proxy and satisfactory proof of identification to the Corporate Secretary.
 
Subject to instructions provided by your broker, bank or other nominee, as a beneficial owner you may typically vote by one of the following methods:
MAIL
METHODS LISTED ON THE VOTING INSTRUCTION CARD
IN PERSON WITH A LEGAL PROXY FROM THE RECORD HOLDER
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If you requested printed copies of the proxy materials to be mailed to you, you may vote by completing, signing, dating and timely returning your voting instruction card in the enclosed prepaid, pre-addressed envelope.
Refer to your voting instruction card, or other information provided by your bank, broker or other nominee, to determine whether you may vote by telephone or via the Internet, and timely follow such instructions.
Obtain signed authorization in the form of a legal proxy from your bank, broker or other nominee to cast your vote in person at the Annual Meeting. Please consult the voting instruction card provided by your bank, broker or other nominee to determine how to timely obtain a legal proxy.
 
All shares entitled to vote and which are represented by properly and timely completed and delivered proxies that are not properly revoked before the Annual Meeting will be voted at the Annual Meeting, as instructed. If you are a stockholder of record and timely submit a properly signed proxy but do not indicate how your shares should be voted on a matter, the shares represented by your returned proxy will be voted as the Board recommends.

What Happens if Additional Proposals are Presented at the Annual Meeting?

Except for the proposals described in this Proxy Statement, we do not expect any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as Proxyholders will have the discretion to vote your shares on additional matters, if any, properly presented for a vote at the Annual Meeting. Under our bylaws, the deadline has passed for notifying us of additional proposals to be presented at the Annual Meeting by stockholders.


4



Can I Change My Vote?

You may change your proxy instructions at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may change your vote by (i) executing a new proxy bearing a later date (which automatically revokes the earlier proxy) and delivering it to the Corporate Secretary at our principal executive office located at 345 Encinal Street, Santa Cruz, California 95060 prior to the vote at the Annual Meeting; (ii) voting again on a later date via the Internet or by telephone (however, only your latest proxy timely submitted prior to the Annual Meeting will be counted); (iii) advising the Corporate Secretary that you revoke your proxy by providing notice at our principal executive office at the address stated above, in writing before the vote at the Annual Meeting; or (iv) attending the Annual Meeting and voting in person. For shares you hold beneficially, you may change your vote by timely submitting new voting instructions to your broker, bank or other nominee. Attendance at the Annual Meeting, without casting a vote, will not cause your previously granted proxy to be revoked.

What Happens if I Do Not Cast a Vote?

If you hold your shares in "street name" and you do not instruct your broker, bank or other nominee how to vote your broker will have discretion to vote your shares only on the proposal to ratify the appointment of our Independent Registered Public Accounting Firm for fiscal year 2019 (Proposal Four). No other votes will be cast on your behalf. If you are a stockholder of record and fail to timely return your proxy or vote at the Annual Meeting, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. If you are a stockholder of record and you return, in a timely manner, a properly executed proxy without indicating how you wish to vote, your shares will be voted in accordance with the Board’s recommendation.

How Can I Contact Plantronics to Request Materials or Information Referred to in these Questions and Answers?

You may contact us:

By mail addressed to:
Plantronics, Inc.
345 Encinal Street
Santa Cruz, California 95060
Attn: Investor Relations
By calling (831) 426-5858 and asking for Investor Relations
By leaving a message on the Investor Relations portal of our website at: www.plantronics.com

We encourage you to conserve natural resources and reduce printing and mailing costs by using electronic delivery of stockholder communications materials. If you have questions about electronic delivery, please call our Investor Relations office at the number above. To sign up for electronic delivery:

Stockholder of Record. If you are a stockholder of record (you hold Plantronics shares in your own name through our transfer agent, Computershare Trust Company, N.A., or you have stock certificates), visit www.proxyvote.com to enroll.

Beneficial Owner. If you are a beneficial owner (your shares are held by a broker, bank or other nominee), visit www.proxyvote.com to learn more about your electronic delivery options and enroll.

What is "Householding"?

We generally send a single Notice of Internet Availability and other stockholder communications to households at which two or more stockholders reside unless we receive contrary instructions. This process is called "householding." If your Notice of Internet Availability is being householded and you wish to receive separate copies, or, if you are receiving multiple copies and would like to receive a single copy, contact our Investor Relations office by mail, telephone or the Internet, as described above. If you would like to opt out of this practice for future mailings, please contact us at Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations, or by phone at 831-426-5858 and ask for Investor Relations.


5



What is the Deadline for Receipt of Stockholder Proposals for the 2019 Annual Meeting of Stockholders?

You may present proposals for action at a future stockholder meeting only if you comply with the requirements of the proxy rules established by the Securities and Exchange Commission ("SEC") and our bylaws. For a stockholder proposal to be included in our Proxy Statement and form of Proxy for our 2019 Annual Meeting of Stockholders ("2019 Annual Meeting") under rules adopted under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), we must receive the proposal no later than February 20, 2019.

Stockholders wishing to present business at an annual meeting may do so by filing with the Secretary a "Business Solicitation Statement," containing, among other things, certain information about the business the stockholder intends to bring before the annual meeting and the stockholder proposing such business. Stockholders wishing to nominate a director for election to the Board may do so by filing with the Secretary a "Nominee Solicitation Statement" containing, among other things, certain information about the nominee and the stockholder nominating such nominee.

The Business Solicitation Statement or the Nominee Solicitation Statement, as applicable, must be filed with our Corporate Secretary not later than the close of business on the 60th day (June 3, 2019) nor earlier than the close of business on the 90th day (May 4, 2019) prior to the one-year anniversary of the preceding year's annual meeting of stockholders. 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 received by the Corporate Secretary not later than the 10th day following the day on which a public announcement (as described in the bylaws) of the date of such meeting is first made by us. The deadlines for this year's Annual Meeting have passed, but for the 2019 Annual Meeting and subsequent annual meetings, please follow these instructions.
 
Our bylaws contain additional details about requirements for the Business Solicitation Statement and the Nominee Solicitation Statement as well as certain procedural requirements for the proposal of business and the nomination of directors. You should also review our Corporate Governance Guidelines and our Director Candidates Nomination Policy which contain additional information about the nomination of directors. Our bylaws, Corporate Governance Guidelines and Director Candidates Nomination Policy are available on the Corporate Governance portal of the Investor Relations section of our website at http://investor.plantronics.com/govdocs ("Governance Portal").

What is the Date of Our Fiscal Year End?

Our fiscal years end on the Saturday closest to March 31. Our fiscal year 2018 ended on March 31, 2018. Some of the information is stated as of the end of our fiscal year 2018 and some information is provided as of a more current date in accordance with legal requirements.


CORPORATE GOVERNANCE
 
Strong corporate governance is an integral part of our core values. Our corporate governance policies and procedures are available on the Governance Portal. The Governance Portal includes the Corporate Governance Guidelines, Access to Board of Directors Policy, Director Candidates Nomination Policy, Bylaws, Board Committee Charters, Code of Conduct and the link to Report Accounting Issues for reporting issues regarding accounting, internal accounting controls, auditing and other business conduct. These policies are also available in print to any stockholder by making a written request addressed to Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations.

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Corporate Governance Highlights
7 of 8 of our director nominees are independent (1)
 
Independent Chair of the Board
100% independent Board committees
 
Annual election of directors
Regular independent director executive sessions without the presence of management
 
Board oversees an enterprise-wide approach to risk management
Annual review of CEO's performance
 
Annual say-on-pay stockholder advisory vote
Annual Board performance evaluations
 
Double-trigger change-in-control benefits
Succession planning for the CEO and key executive officers
 
Anti-hedging, anti-short sale and anti-pledging policies applicable to all employees and directors
Limits on director and CEO public company board service
 
Clawback policy for performance-based incentive compensation payments made to Executives
Majority vote standard in uncontested elections with a director resignation policy
 
No guaranteed bonuses
Independent compensation consultant
 
No tax gross ups on any benefits or in relation to a change in control

(1) 
If the Acquisition has closed by the time of the Annual Meeting, then seven of ten director nominees will be independent. For a further discussion of the director nominees, see "Proposal One: Election of Directors" elsewhere in this Proxy Statement.

Code of Conduct
 
We have a Code of Conduct ("Code") which applies to all employees, our executive officers, and directors. Any modification or waiver of any provision of the Code for a director or executive officer must be approved in writing by the Board. If required under applicable law, modifications and waivers will be promptly disclosed to our stockholders by posting on our website. For further information see the Governance Portal.

Ethics Hotline Policy
 
Our Audit Committee has established an ethics hotline and website available to all employees, stockholders, and the general public for the anonymous submission of suspected legal, ethical or other violations including accounting, internal controls, auditing matters and other business conduct at Plantronics. For further information see the Code or Report Accounting Issues link on the Governance Portal.

Directors and Committee Members
      
The names of, and certain information about, the members of our Board and its committees as of June 13, 2018 are:
Name of Director
 
Age
 
Director Since
 
Board
 
Audit
 
Compensation
 
Nominating and Corporate Governance
 
Strategy
 
Mergers and Acquisitions
Robert Hagerty
 
66
 
2011
 
Chairman
 
 
 
 
 
Member
 
Member
 
Chair
Marv Tseu
 
70
 
1999
 
Vice Chairman
 
Member
 
Member
 
Member
 
Member
 
Member
Joe Burton
 
53
 
2016
 
Member
 
 
 
 
 
 
 
 
 
 
Brian Dexheimer
 
55
 
2008
 
Member
 
Member
 
Member
 
Chair
 
Chair
 
Member
Gregg Hammann
 
55
 
2005
 
Member
 
Member
 
Chair
 
 
 
 
 
Member
John Hart
 
72
 
2006
 
Member
 
 
 
Member
 
Member
 
Member
 
 
Guido Jouret
 
52
 
2018
 
Member
 
 
 
 
 
 
 
Member
 
 
Marshall Mohr
 
62
 
2005
 
Member
 
Chair
 
 
 
 
 
 
 
Member

If the Acquisition closes prior to the time of the Annual Meeting, then we intend to appoint Frank Baker, 45, and Daniel Moloney, 59, to the Board prior to the time of the Annual Meeting pursuant to the Stockholder Agreement (as defined below). If that occurs, then Messrs. Baker and Moloney will also be incumbent directors at the time of the Annual Meeting.

7



Director Independence

The Board has determined that, except for Joe Burton, our President and Chief Executive Officer ("CEO"), none of the directors holding office as of June 13, 2018, has a material relationship with Plantronics (directly or indirectly through applicable relatives as a partner, stockholder, or officer of an organization that has a relationship with Plantronics), other than as a director of Plantronics, and the Board has determined that all such directors other than Mr. Burton are independent under the listing rules of the NYSE. During fiscal year 2018, Maria Martinez served on the Board and was independent under the listing rules of the NYSE. Ms. Martinez resigned from the Board on April 17, 2018.

Upon the closing of the Acquisition, we will enter into the Stockholder Agreement more specifically described in "Proposal One: Election of Directors" of this Proxy Statement. Under the terms of the Stockholder Agreement, we must agree to appoint two individuals selected by Triangle Private Holdings II, LLC ("Triangle") to our Board. We have agreed that when the Acquisition closes, we will appoint Messrs. Frank Baker and Daniel Moloney as the individuals selected by Triangle to serve on our board. Mr. Baker is a co-founder and managing partner, and Mr. Moloney serves as an executive partner, of Siris Capital Group, LLC ("Siris"), which indirectly controls Triangle, which will control approximately 16.0% of our common stock upon the closing of the Acquisition.

Pursuant to the Stockholder Agreement, Messrs. Baker and Moloney will not be bound by certain confidentiality and fiduciary obligations generally applicable to our directors. Messrs. Baker and Moloney will be permitted to disclose confidential company information to the partners, chief financial officer, general counsel and principals of Siris, subject to a confidentiality agreement between us and Siris. In addition, Siris and its affiliates (including Messrs. Baker and Moloney) will have the right to, and shall have no duty (contractual, fiduciary, or otherwise) not to, directly or indirectly, engage in any business, business, activity or line of business, including those that are the same as us or compete against us. In addition, Messrs. Baker and Moloney will have no duty to present potential business opportunities to us unless such an opportunity arises solely as a result of service as a director, officer, or employee of our Company. However, under the Purchase Agreement (as defined below), if Triangle or its affiliates propose to enter into any non-disclosure agreement, indication of interest, letter of intent or similar agreement (other than with regard to the sale of a portfolio company) with certain of our competitors, then we may direct any conflicted member of our Board that was selected for appointment or nomination by Triangle to resign from our Board.

Based on the Board's review of their independence, including the business relationships between us and Siris as further described in "Certain Relationships and Related Transactions" (including the Acquisition), the Board has determined that Messrs. Baker and Moloney are not independent at this time.


8



Board Leadership Structure
 
Our Corporate Governance Guidelines requires that the roles of Chairman of the Board and the CEO be separate. The Chairman of the Board is, at all times, selected from our independent non-employee directors. Robert Hagerty assumed the role of Chairman of the Board in March 2018, replacing Marv Tseu who had served as Chairman of the Board since 1999, and who remains on the Board and serving as Vice Chairman of the Board. Mr. Hagerty, in consultation with Mr. Tseu, our CEO and other directors, approves the agenda for Board meetings and chairs all regular meetings of non-management directors, presides at executive sessions of the independent directors and may attend all committee meetings. The Board has determined that this structure of corporate governance, including a separate CEO and a separate independent Chairman and Vice Chairman, is appropriate for us at this time and believes it is considered a good governance practice by our stockholders. It allows the CEO to focus on the overall strategy and execution of our business and the Chairman and Vice Chairman lead the Board in focusing on our governance, including management of the Board agenda, making major strategic decisions, assessing the performance of the CEO and management, and overseeing our strategy and its execution. However, no single leadership model is right for all companies or at all times. The Board recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board periodically reviews its leadership structure.
 
A key responsibility of the Board is ensuring that an effective process is in place to provide continuity of leadership over time at all levels within the Company. Annually, the Board conducts a review on succession planning. During this review, the Board may discuss a variety of issues, including future candidates for senior leadership positions, succession timing for those positions, and development plans for candidates believed to have the highest potential. The Board or any of the directors may identify, evaluate or nominate potential successors to the CEO and may similarly do so for other senior leadership positions. This process promotes continuity of leadership over the long term, and forms the basis on which we make ongoing leadership assignments.

Board Meetings and Committees

The Board held 11 regular meetings during fiscal year 2018. The directors met four times in executive session without the CEO present. During each member's tenure on the Board in the last fiscal year, each director attended at least 75% of the aggregate number of Board and applicable Committee meetings.

The Board has five standing committees, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Strategy Committee and a Mergers and Acquisitions Committee ("M&A Committee"), each of which is described below. See the table in the section "Directors and Committee Members" above for a listing of the members and chairs of each committee. Each of the standing committees other than the M&A Committee has adopted a written charter that is available on the Governance Portal. This information is also available in print to any stockholder who makes a request to Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations.

AUDIT COMMITTEE
 
 
Members:
Primary Functions and Additional Information
ºMarshall Mohr (Chair)
ºBrian Dexheimer
ºGregg Hammann
ºMarv Tseu
ºOversees the accounting and financial reporting processes of the Company and audits of the consolidated financial statements.

ºReviews the independence and performance of our independent registered public account firm and our internal auditors.

ºAssists the Board in oversight and monitoring of legal and regulatory requirements.

ºOversees the application of the Company's Code of Conduct and Ethics Hotline Policy.

ºProvides the Board such additional information and materials as it may deem necessary to make the Board aware of significant matters within its oversight role that require the attention of the Board.

ºPrepares the report that is required to be included in this proxy statement attached as Appendix A.
 
Meetings in Fiscal Year 2018: 9
The Board of Directors has determined that all members of the Audit Committee are independent under the applicable rules and regulations of the NYSE and the SEC.

The Board has determined that each of Messrs. Mohr, Hammann and Tseu is, and at all times during Fiscal Year 2018 was, an “audit committee financial expert” as defined by SEC rules.

COMPENSATION COMMITTEE
 
 
Members:
Primary Functions and Additional Information
ºGregg Hammann (Chair)
ºBrian Dexheimer(1)
ºJohn Hart
ºMarv Tseu
ºEvaluates and recommends for approval by the Board, as necessary, the Company's various compensation plans, policies and programs.

ºDetermines and approves salaries, incentives and other forms of compensation for directors, executive officers (including our CEO) and certain other highly compensated employees.

ºAdministers various incentive compensation and benefit plans.

ºOversees risk management in the design and implementation of our compensation plans.

ºReviews and discusses with management the proposed Compensation Discussion and Analysis disclosure and determines whether to recommend it to the Board for inclusion in our proxy statement.

ºMay form and delegate subcommittees when appropriate.

ºPrepares the report that is required to be included in this proxy statement attached as Appendix B.

ºSee also, the section entitled "Executive Compensation" for additional information regarding our compensation policies and practices.







 
Meetings in Fiscal Year 2018: 5
ºThe Board has determined that each member of the Compensation Committee does, and did at all times during their respective tenures on the Compensation Committee in fiscal year 2018, meet the requirements for independence of compensation committee members as defined by the NYSE listing standards and each member was also a non-employee director as defined under Rule 16b-3 of the Securities Exchange Act.


(1) 
Mr. Dexheimer was appointed to the Compensation Committee effective as of the first quarter of fiscal year 2019.


9



The Compensation Committee has delegated the authority, within guidelines it has established and as set forth in our 2003 Stock Plan, as amended, to the RSA (restricted stock awards) Committee and the Management Equity Committee to make equity grants to employees who are not senior executive officers. The RSA Committee, composed of our CEO so long as he is a member of our Board, has the authority to grant RSAs. Each member of our Management Equity Committee, which consists of our CEO, our Senior Vice President and Chief Financial Officer, our most senior Human Resources officer and our Senior Vice President, General Counsel, has the authority to grant restricted stock unit awards and stock options.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
 
 
Members:
Primary Functions and Additional Information
ºBrian Dexheimer (Chair)
ºRobert Hagerty
ºJohn Hart
ºMarv Tseu
ºAssists the Board in identifying and interviewing potential additions or replacement members of the Board.

ºAssists the Board to evaluate governance risks and develops and recommends to the Board the appropriate governance guidelines for us, the Board and management.

ºOversees the evaluation of the Board and management.

ºRecommends to the Board director nominees for each committee.

ºOversees the orientation program for new directors and continuing education for directors.
















 
Meetings in Fiscal Year 2018: 3
ºThe Board has determined that each member of the Nominating and Corporate Governance Committee ("NCG Committee") does, and did at all times during their respective tenures on the NCG Committee in fiscal year 2018, meet the requirements for independence as defined by the NYSE listing standards and under the Securities Exchange Act.



10



Identification of Director Candidates; Stockholder Nominations and Recommendations; and Director Qualifications

Generally, it is the policy of the NCG Committee to review the qualifications of and consider any director candidates who have been properly recommended or nominated by a stockholder on the same basis as candidates identified by management, individual members of the Board or, if the NCG Committee determines, a search firm hired to identify candidates. When evaluating a candidate, the NCG Committee evaluates the current composition and size of the Board, the candidate's qualifications, the needs of the Board and its respective committees, and such other factors it may consider appropriate; however, the NCG Committee has not established any specific minimum qualifications that must be met by or specific qualities or skills that are necessary for one or more members of the Board to possess.

The NCG Committee seeks nominees with a broad diversity of professional experience, skills, backgrounds, gender, race, national origin and ethnicity such that each director brings a different viewpoint and different skills to the Board. The NCG Committee does not have a formal policy with respect to diversity; however, the Board and the NCG Committee believe that it is essential that the directors represent diverse viewpoints and demographics. In considering candidates for the Board, the NCG Committee considers the entirety of each candidate's credentials in the context of these standards.

Stockholders wishing to nominate persons for election to the Board can do so by timely filing a Nominee Solicitation Statement with our Corporate Secretary which, in accordance with our Director Candidates Nomination Policy and our bylaws, contains, among other things, certain information concerning the nominee and the stockholder nominating such nominee as set forth in our bylaws and otherwise complying with the bylaws. For a further description of the process and procedures concerning the submission of a Nominee Solicitation Statement, see "Questions and Answers About the Proxy Materials and the Annual Meeting - What is the Deadline for Receipt of Stockholder Proposals for the 2019 Annual Meeting of Stockholders" above. Additional information regarding our policies with respect to director nominations can be found in our bylaws, our Corporate Governance Guidelines and our Director Candidates Nomination Policy, all of which are posted on the Governance Portal.

Director Change in Primary Job Policy

The Board reviews the appropriateness of the continued service of directors who change their primary employment subsequent to their appointment or most recent election to the Board. If a director changes his or her primary job during his or her term of office, such director must submit a letter to the Board that (i) describes the circumstances surrounding the change; and (ii) contains an offer to resign from the Board. The Board then evaluates the circumstances surrounding the change and determines if the change will adversely affect the director's ability to perform his or her duties as a member of the Board. If so, the Board will accept the director's resignation.

Director Commitments

Each director must ensure other existing and anticipated future commitments do not materially interfere with her or his service to the Company. In any event, no director shall serve on the boards of more than four additional public companies. This limitation does not apply to anyone who was a director on or before June 1, 2007. Directors should advise the NCG Committee of any invitations to join a board of any other public company prior to accepting another directorship. With respect to Audit Committee members, no member may concurrently serve on the audit committee of more than three public companies, unless our Board determines such simultaneous service and related time commitments will not impair her or his ability to effectively serve on the Audit Committee, she or he takes steps to address any related issues and we disclose that determination in our proxy statement.

Director Evaluations

Pursuant to the charter of the NCG Committee, it oversees the self-evaluation of the Board. Each of the committees also undertakes periodic self-evaluations. In fiscal year 2018, we engaged outside counsel to conduct interviews with each director regarding, among other things, Board membership, structure, performance and areas for improvement. Following the interviews, the results were discussed with the Chair of the Board and presented to the full Board.


11



STRATEGY COMMITTEE
 
 
Members: (1)
Primary Functions and Additional Information
ºBrian Dexheimer (Chair)
ºRobert Hagerty
ºJohn Hart
ºGuido Jouret
ºMarv Tseu
ºReviews and evaluates targeted areas of business development.

ºReviews and assesses material transactions and investments designed to implement our corporate strategy.

ºRecommends areas of improvement and provides feedback to management.

ºSupports the Board or management, as requested, in the development and/or refinement of specific aspects of the Company's strategic plan.

















 
Meetings in Fiscal Year 2018: 5
 


(1) 
In the first quarter of fiscal year 2019, Mr. Dexheimer was appointed Chair of the Strategy Committee and Mr. Hagerty was
appointed to the Strategy Committee.

MERGERS & ACQUISITIONS COMMITTEE
 
 
Members: (1)
Primary Functions and Additional Information
ºRobert Hagerty (Chair)
ºBrian Dexheimer
ºGregg Hammann
ºMarshall Mohr
ºMarv Tseu
ºAdvises management regarding mergers, acquisitions and divestitures, including post-acquisition integration and post-divestiture separation activities.

ºOversees and has authority to approve management actions with regard to any potential merger, acquisition or divestiture transactions that involve less than $5 million of consideration.

ºProvides input to the Board with regard to any potential merger, acquisition or divestiture transaction involving consideration of $5 million or more.


















 
Meetings in Fiscal Year 2018: 7
 


(1) 
Messrs. Hammann and Tseu were appointed to the Mergers & Acquisitions Committee in the first quarter of fiscal year 2019.

Board Role in Risk Oversight
 
Our Board oversees an enterprise-wide approach to risk management which is designed to support the achievement of long-term organizational performance and enhance stockholder value. Fundamentals of our risk management include understanding the risks we face, management's processes for managing the risks and determining our appropriate level of risk tolerance. Our management is responsible for day-to-day business risk management, including disaster and crisis management, business and financial risk, strategic risk, legal risk, corporate governance risk and compliance risk. The Board, as a whole and through its committees, has the ultimate oversight responsibility for the risk management process.
 
Each of the Board committees focuses on particular aspects of risk management. The Audit Committee regularly discusses and evaluates policies concerning risk assessment and management, including our major financial, compliance and operational risks and steps management takes to monitor and control such risks. The Audit Committee also oversees our independent registered public accounting firm and our annual audit, including reviewing our key financial risk areas with our independent auditors.
 
In its design of our overall compensation policies, programs and philosophy, the Compensation Committee assists the Board to manage incentives for short and long-term performance. As part of its evaluation and design of employee compensation programs, the Compensation Committee assesses and seeks to avoid or mitigate incentives that it believes have the potential to encourage employees to take imprudent risks to achieve financial or other business objectives.

The NCG Committee assists the Board to fulfill its oversight responsibilities concerning risks associated with corporate governance and Board organization, membership, structure, and succession planning for directors. This Committee reviews our corporate governance structures and recommends compliance and corporate governance principles and practices to the Board.

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The Strategy Committee examines our business strategy and provides guidance on balancing risks and potential rewards of our strategic choices.

The M&A Committee advises management during various stages of mergers, acquisitions and divestitures, including early discussions and assessments as well as post-acquisition integration or post-divestiture separation activities. The M&A Committee has authority to approve management actions with regard to any potential merger, acquisition or divestiture transaction that involves less than $5 million of consideration. Any merger, acquisition or divestiture transaction involving consideration of $5 million or more is reviewed by a quorum of the Board and is subject to its approval, in addition to any input from the M&A Committee and Strategy Committee, prior to completion.

Access to Board of Directors Policy
 
Our Access to Board of Directors Policy outlines methods by which stockholders or any interested party may contact the Board, any member of our Board, including the Chairman of the Board who presides at executive sessions of the non-employee directors as a group. For further information see the Governance Portal.

Directors' Attendance at Annual Meetings

We recognize attendance by our directors at annual stockholder meetings can provide investors with an opportunity to communicate with directors about issues affecting us. Although we have not adopted a formal policy, we encourage all our directors to attend our annual meetings. If a director cannot attend in person, we encourage directors to attend telephonically. With the exception of Mr. Burton who attended in person, all other directors then in office and nominated for re-election attended the 2017 Annual Meeting of Stockholders telephonically.

Director Education

Our Corporate Governance Guidelines provide that our directors participate in continuing education programs on an "as needed" basis. The Board has a practice of receiving regular updates on corporate governance at Board meetings.


13



PROPOSAL ONE
ELECTION OF DIRECTORS

Acquisition

On March 28, 2018, we announced that we entered into a Stock Purchase Agreement ("Purchase Agreement") with Triangle and Polycom, Inc. ("Polycom"), pursuant to which we agreed to purchase from Triangle all of the issued and outstanding shares of capital stock of Polycom for an aggregate purchase price of $2.0 billion, of which $1.638 billion will be paid in cash and the remaining $362 million will be paid in the form of 6,352,201 shares of our common stock, subject to satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement ("Acquisition"). Upon the closing of the Acquisition, Triangle will hold approximately 16.0% of our common stock and we will enter into a Stockholder Agreement ("Stockholder Agreement") with Triangle pursuant to which, among other things, we will be required to appoint two individuals selected by Triangle to our Board at the closing of the Acquisition and be obligated to continue to nominate up to two individuals selected by Triangle for election to our Board and use our reasonable best efforts to cause the election or appointment (as applicable) of each such individual to our Board based on Triangle's continuing ownership of our common stock and the overall size of our Board.

The individuals selected by Triangle for appointment or nomination to our Board are subject to our prior approval. Accordingly, we have agreed with Triangle that, when the Acquisition closes, we will appoint Messrs. Frank Baker and Daniel Moloney and should the Acquisition close prior to the time of the Annual Meeting, each of Messrs. Baker and Moloney will be nominated for election at the Annual Meeting. As of the date of this Proxy Statement, the Acquisition has not closed. However, we expect it to close by the end of the third calendar quarter of 2018.

Nominees

If the Acquisition has not closed prior to the time of the Annual Meeting, then eight directors have been nominated for election to the Board at the Annual Meeting (Proposal One (a)). Those nominees are Robert Hagerty, Marv Tseu, Joe Burton, Brian Dexheimer, Gregg Hammann, John Hart, Guido Jouret, and Marshall Mohr.

If the Acquisition has closed prior to the time of the Annual Meeting, then ten directors are nominated for election; the eight foregoing nominees along with Messrs. Frank Baker and Daniel Moloney (Proposal One (b)). Mr. Jouret was appointed to the Board on April 17, 2018 to the seat vacated by Ms. Martinez and is standing for election for the first time since his appointment. His appointment was based on the recommendation of the NCG Committee of candidates referred by a third party search firm retained by our Board, as well as recommendations of our CEO, and other non-management directors. If the Acquisition closes prior to the time of the Annual Meeting, then Messrs. Baker and Moloney will also stand for election by the stockholders for the first time.

For purposes of election by our stockholders at the Annual Meeting, each of the nominees was nominated and recommended by the Board, including all the members of the NCG Committee. As discussed above, Messrs. Baker and Moloney were first selected for nomination by Triangle pursuant to the terms of the Stockholder Agreement and approved by the NCG Committee and the Board.

In connection with the Acquisition, we agreed to grant Triangle the right, pursuant to the Stockholder Agreement, to select up to two individuals to be nominated for appointment or election to our Board based on Triangle’s continuing ownership of our common stock and the overall size of our Board. We provided this right to Triangle because we believed that it was a necessary step toward reaching an agreement regarding the Acquisition given the amount of stock consideration to be provided to Triangle as well as Triangle’s stated desire in negotiations to have the right to nominate individuals to our Board. In addition, we believe that nominees selected by Triangle will bring valuable experience and perspective to our Board and our right to pre-approve individuals selected by Triangle will help us ensure that their selection is consistent with the manner in which the NCG Committee identifies director candidates.

Unless otherwise instructed, the Proxyholders will vote the proxies they hold for each of the eight or, if the Acquisition has closed, ten nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill such vacancy. In the event that the Acquisition has closed and a nominee selected by Triangle is unable or declines to serve as a director at the time of the Annual Meeting, Triangle will select a new individual for nomination to our Board pursuant to the terms of the Stockholder Agreement and, subject to the approval by the NCG Committee and the Board, the proxies will be voted for such individual to fill such vacancy. We are not aware of any nominee who will be unable or will decline to serve as a director and all nominees have consented to act as a director. The term of office for each person elected will continue until the next annual meeting or until a successor has been elected and qualified.


14



Vote Required

Each nominee will be elected by the vote of the majority of the votes cast with respect to the nominee if a quorum is present. In this context, a majority of the votes cast means the number of shares voted "FOR" a nominee must exceed the number of votes cast "AGAINST" such nominee.

As discussed above, we have set forth two alternative proposals depending on whether our pending Acquisition has closed by the time of the Annual Meeting and have asked for your vote on the nominees set forth in both proposals. If the Acquisition has not closed by the time of the Annual Meeting, then only the votes in Proposal One (a) with respect to eight nominees will be counted. If the Acquisition has closed prior to the time of the Annual Meeting, then only the votes in Proposal One (b) with respect to ten nominees will be counted. Because we cannot predict the timing of the closing of the Acquisition at this time, we request that you vote on all of the nominees in both of the alternative proposals.

In accordance with our Corporate Governance Guidelines with respect to majority voting in director elections, as a condition to nomination each director has submitted a contingent resignation of his membership on the Board in writing to the Chair of the NCG Committee. The Board may elect to accept the resignation if a director fails to receive a majority of the votes cast with respect to his re-election at the Annual Meeting. If a director nominee fails to receive the requisite vote under the bylaws, the NCG Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the Annual Meeting election results.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE.


15



Business Experience and Qualifications of Directors/Nominees
ROBERT HAGERTY
Chair of the Board /Independent
Business Experience:
Mr. Hagerty previously served as CEO of iControl Networks, Inc., a software and services company for the broadband home management market, from September 2011 to March 2017. From 1998 to May 2010, he served as CEO, President and Chairman of Polycom, Inc., a provider of personal video systems, video and voice collaboration infrastructures and conference phones. Prior to joining Polycom, Mr. Hagerty served as President of Stylus Assets, Ltd., a developer of software and hardware products for fax, document management and Internet communications; held several key management positions with Logitech, Inc., including Operating Committee Member to the Office of the President, and Senior Vice President/General Manager of Logitech's retail division and worldwide operations; served as Vice President, High Performance Products for Conner Peripherals; and held key management positions at Signal Corporation and Digital Equipment Corporation. He has served on several boards of directors in the past including Smart Technologies, Inc., Eye IO (a private company), Palm, Modulus Video, Inc., as Chairman of the Board of Polycom and currently serves in an advisory role at Layer Logic, Inc. and Light Labs, Inc. Mr. Hagerty holds a Bachelor of Science degree in Operations Research and Industrial Engineering from the University of Massachusetts and a Master of Arts degree in Management from St. Mary's College of California.
 


Director Since: 2011
Age: 66
Board Committees:

-Mergers & Acquisitions (Chair)

-Nominating and Corporate Governance

-Strategy
Other Public Company Boards:

-None
Qualifications:
Mr. Hagerty has more than 13 years of experience as a CEO of a public communications technology company and has served on the board of directors for several technology companies. Through his professional experience, Mr. Hagerty has demonstrated leadership capability and extensive knowledge of the communications technology industry. In particular, his deep understanding of the unified communications market is invaluable to a key market in our growth strategy.




MARV TSEU
Vice Chair of the Board / Independent
Business Experience:
Since 2008, Mr. Tseu has served as a managing partner of Waypoint Strategies, a firm which advises companies’ boards, CEOs and management on alignment of roles, responsibilities and actions to improve corporate performance. In April 2014, Mr. Tseu became Chief Operating Officer of Future Ads, LLC, a digital media company. After the merger of Future Ads with Kitara Media Corp., another digital media company, to form Propel Media, Inc., in January 2015, Mr. Tseu was named CEO and appointed to the board of directors of Propel Media. Previously, from June 2009 to September 2013, Mr. Tseu served as Chief Operating Officer of Exponential Interactive, Inc., a leading global provider of advertising intelligence and digital media solutions to brand advertisers and he has worked in a variety of senior executive sales, marketing and management roles.

From May 2006 to November 2007, Mr. Tseu served as Chief Executive Officer and Director of Axesstel, Inc., a designer and developer of fixed wireless voice and broadband data products. From October 2002 to March 2006, Mr. Tseu served as the Chief Executive Officer and was a founder of Active Reasoning, Inc., a private company that produced resource management software to help enterprises manage their IT operations, which was acquired by Oracle Corporation in 2007. From 2000 to 2002, Mr. Tseu served as a consulting venture partner with ComVentures, LLP, a venture capital firm focusing on communications companies. From February 2001 to July 2001, Mr. Tseu was Chief Executive Officer of Method Networks, Inc., an Internet technology company helping enterprises automate the management of their Internet networks. From October 1999 to October 2000, Mr. Tseu served as President and Chief Executive Officer and was a co-founder of SiteSmith, Inc., a provider of outsourced Internet site operations. From August 1998 to July 1999, Mr. Tseu served as President of Structured Internetworks, Inc., a company engaged in the design and marketing of bandwidth allocation products. Mr. Tseu has a Bachelor of Arts degree in Economics from Stanford University.

Director Since: 1999
Age: 70
Board Committees:

-Audit

-Compensation

-Mergers & Acquisitions

-Nominating and Corporate Governance

-Strategy
Other Public Company Boards:

-Propel Media
Qualifications:
Mr. Tseu has more than 30 years of professional experience founding, developing and leading networking and communication companies. His demonstrated record of leadership capability and extensive knowledge of complex financial, managerial and operational issues facing a broad variety of companies provides valuable insight and guidance to the entire Board and the executive management team. Moreover, Mr. Tseu has been a member of the Board since 1999 and thus has the benefit of historical experience relating to Plantronics and the headset industry as a whole.

16



JOE BURTON
President and CEO /
Not Independent
Business Experience:
In 2011, Mr. Burton joined Plantronics as Senior Vice President of Engineering and Development and Chief Technology Officer.  To reflect added responsibilities, in 2012 Mr. Burton's title was changed to Senior Vice President of Technology, Development & Strategy and Chief Technology Officer and in 2014 he became Executive Vice President Products, Technology & Strategy and Chief Technology Officer. In 2015, he became Executive Vice President and Chief Commercial Officer and was named President and CEO and was appointed to the Board in October 2016. 

Prior to joining Plantronics, Mr. Burton held various executive management, engineering leadership, strategy, and architecture-level positions.  From 2010 to 2011, Mr. Burton was employed by Polycom, Inc., a global provider of unified communications solutions for telepresence, video and voice, most recently as Executive Vice President, Chief Strategy and Technology Officer and, for a period of time, as General Manager, Service Provider concurrently with his technology leadership role.  From 2001 to 2010, Mr. Burton was employed by Cisco Systems, Inc., a global provider of networking equipment, and served in various roles with increasing responsibility including Vice President and Chief Technology Officer for Unified Communications and Vice President, SaaS Platform Engineering, Collaboration Software Group.  He holds a Bachelor of Science degree in Computer Information Systems from Excelsior College (formerly Regents College) and attended the Stanford Executive Program.
 


Director Since: 2016
Age: 53
Board Committees:

None
Other Public Company Boards:

None
Qualifications:
Mr. Burton is a hands-on, visionary leader with a broad and detailed understanding of customer communications needs and challenges. His ability to anticipate market trends, years of in-depth experience guiding technology, product and brand strategies to meet customer needs and innovative and collaborative management approach provide distinctive and invaluable insights to the Board as a whole and exceptional leadership for the organization.


BRIAN DEXHEIMER
Independent
Business Experience:
During his more than 25 years at Seagate Technology, PLC, an industry leading company focused on core elements of data storage in the enterprise and consumer markets, until his retirement in July 2009, Mr. Dexheimer held a variety of sales, marketing and executive management roles including Chief Sales & Marketing Officer; Executive Vice President - Sales, Marketing and Customer Service; and Executive Vice President - Storage Businesses and Corporate Strategy, where he was primarily responsible for company strategy, road map and all go-to-market aspects of the company. In his most recent role prior to his retirement, Mr. Dexheimer served as President - Consumer Solutions, where he was responsible for the development, manufacturing and go-to-market of Seagate’s branded direct attached and network attached consumer products and services. Mr. Dexheimer has a Bachelor of Business Administration degree in Marketing from the University of Portland, a Masters of Business Administration from Pepperdine University and Director Certification from UCLA.


Director Since: 2008
Age: 55
Board Committees:

-Nominating and Corporate Governance (Chair)

-Strategy (Chair)

-Audit

-Compensation

-Mergers & Acquisitions
Other Public Company Boards:

None
Qualifications:
Mr. Dexheimer has extensive experience in strategy, sales, marketing and general management relating to commercial and consumer products and services. In addition, he has substantial expertise in supply chain management. His deep knowledge of these areas brings valuable insight to our Board.


17



GREGG HAMMANN
Independent
Business Experience:
Since April 2017, Mr. Hammann has served as President and Chief Executive Officer and member of the board of directors of MetaCommunications, Inc., a provider of marketing resource and digital project management SaaS-enabled technology. From March 2015 to April 2017, he served as Chief Operations Officer of Sedgwick Claims Management Services, Inc., a technology-enabled claims and productivity management solution provider. From August 2014 to March 2015, he served as Executive Vice President and Chief Strategy Officer of Sedgwick Claims Management Services, Inc. Since 2007 he has acted as Chief Executive Officer of Action Advisors, where he assists global companies in strategic planning, succession planning and improving operational results. Previously, he was Chairman, President and Chief Executive Officer of publicly-traded Nautilus, Inc., a fitness equipment manufacturer and held executive positions at Levi Strauss & Company, Coca-Cola Company, J.H. Whitney & Co., a private equity firm, and Power Plate North America, a manufacturer of technologically advanced exercise equipment. Mr. Hammann has also held management positions at Famous Footwear, The Rayovac Corporation, and Procter & Gamble. He has also served as a member of a number of other boards of directors including Nautilus, RedEnvelope, and the The National Restaurant Association. Mr. Hammann earned a Bachelors of Business Administration from the University of Iowa, a Master of Business Administration from the University of Wisconsin and SarBox Director Certification from UCLA.


 


Director Since: 2005
Age: 55
Board Committees:

-Compensation (Chair)

-Audit

-Mergers & Acquisitions
Other Public Company Boards:

None
Qualifications:
Mr. Hammann brings extensive experience as a chief executive officer to our Board and over twenty years of marketing experience with world class brands such as Coca-Cola and Levi Strauss. His contribution to the Board is valuable to our growth as we seek to expand our brand on a global basis.





JOHN HART
Independent
Business Experience:
From September 1990 to September 2000, Mr. Hart was Senior Vice President and Chief Technology Officer of 3Com Corporation where he was responsible for the overall strategic direction of the company during the 10-year period. Prior to 3Com, he was Vice President of Engineering at Vitalink Communications Corporation where he led the group that invented, patented and shipped the industry’s first Ethernet switching products. Mr. Hart holds a Bachelor of Science in Mathematics from the University of Georgia.




Director Since: 2006
Age: 72
Board Committees:

-Compensation

-Nominating and Corporate Governance

-Strategy
Other Public Company Boards:

None
Qualifications:
Mr. Hart's experience determining the strategic direction for large technology companies is valuable to the Board because he can provide experienced and detailed advice to management on business and technological strategies.







GUIDO JOURET
Independent
Business Experience:
Since October 2016, Mr. Jouret has served as Chief Digital Officer of ABB, Inc., an electrical and automation engineering company. From April 2015 to October 2016, he served as Chief Technology Officer at Nokia, a telecommunications and consumer technology company. From May 2014 to April 2015, he served as President of Digital Platform for Envision Energy, a wind turbine manufacturer. Prior to May 2014, Mr. Jouret held various positions at Cisco Systems, a worldwide telecommunications equipment provider, most recently serving as General Manager-Internet of Things BU. Mr. Jouret received a Bachelor of Science in Electrical Engineering from Worcester Polytechnic Institute and a PhD Computing from Imperial College London.




Director Since: 2018
Age: 52
Board Committees:

-Strategy
Other Public Company Boards:

None
Qualifications:
Mr. Jouret has more than 20 years of experience incubating new businesses, new divisions within existing companies and in accelerating the use of digital technologies in order to create new and profitable growth. Mr. Jouret also brings extensive knowledge in Voice Over IP and video collaboration from his time at Cisco Systems, which will assist the Board and management to guide us into the future.












18



MARSHALL MOHR
Independent
Business Experience:
Since March 2006, Mr. Mohr has been Senior Vice President and Chief Financial Officer of Intuitive Surgical, Inc., a provider of surgical robotics. From 2003 to 2006, he was Vice President and Chief Financial Officer of Adaptec, Inc., a computer hardware company. Prior to joining Adaptec, Mr. Mohr was an audit partner with PricewaterhouseCoopers LLP where he served in a variety of roles, concluding as the managing partner of the firm’s West Region Technology Industry Group, and led its Silicon Valley accounting and audit advisory practice. Mr. Mohr has been a member of the Board of Directors of Pacific Biosciences of California, Inc., a developer of integrated platforms for high resolution genetic analysis, since January 2012, and serves on its Audit and Compensation Committees. Mr. Mohr was a member of the Board of Directors and served as Chairman of the Audit Committee of Atheros Communications, Inc., a developer of semiconductor system solutions for wireless communications products, from November 2003 to May 2011 when Atheros was sold to QUALCOMM, Incorporated. Mr. Mohr received his Bachelor of Business Administration in Accounting and Finance from Western Michigan University.








Director Since: 2005
Age: 62
Board Committees:

-Audit (Chair)

-Mergers & Acquisitions
Other Public Company Boards:

-Pacific Biosciences of California, Inc.
Qualifications:
Mr. Mohr's experience in financial and accounting matters is important to the Board's duty to oversee our financial reporting and to manage our relationship with our independent auditors.









If the Acquisition has closed prior to the time of the Annual Meeting, then the two additional individuals are nominated for election in accordance with Proposal One (b):
FRANK BAKER
 
Not Independent
Business Experience:
Mr. Baker is a Co-Founder and Managing Partner of Siris Capital Group, LLC ("Siris") and is a board member of all Siris portfolio companies. Mr. Baker served as a Managing Director and founding partner at S.A.C. Private Capital Group, LLC ("SAC PCG") from 2007 until 2011, when he co-founded Siris. Before founding SAC PCG, Mr. Baker was Managing Director at Ripplewood Investments and its affiliates, where he was responsible for making various private equity investments. Prior to joining Ripplewood, Mr. Baker served as an Associate at J.P. Morgan Securities, Inc. in the Capital Markets Group and as an analyst at Goldman, Sachs & Co. in the Mergers and Acquisitions Group. Mr. Baker has a Bachelors of Arts in Economics from the University of Chicago and a Masters in Business Administration from Harvard Business School.
Director Since: 2018
Age: 45
Board Committees:

-N/A
Other Public Company Boards:

-Synchronoss Technologies, Inc.
Qualifications:
Mr. Baker has extensive experience in the telecommunications, technology and technology-enabled business service sectors which make him uniquely qualified to advise our Board and management. Mr. Baker was nominated pursuant to the Stockholder Agreement discussed above.


19



DANIEL MOLONEY
Not Independent
Business Experience:
Since 2013, Mr. Moloney has served as an Executive Partner at Siris. He also currently serves as Executive Chairman of three companies privately owned by affiliates of Siris (Digital River, Inc., Polycom, Inc. and Stratus Technologies, Inc.). Prior to this, he served as the President of Motorola Mobility, Inc., a leading provider of innovative technologies, products and services for the mobile and cable/wireline industries. Prior to Motorola Mobility being spun out of Motorola in early 2011, he served as the President of the Home & Networks Mobility business within Motorola and led the expansion of this business into a worldwide leader in both video and broadband wireless solutions. From 2002 - 2006, he led the Connected Home business for Motorola. He joined Motorola as part of their acquisition of General Instrument in 2000, where he served in various leadership roles around the forefront of key technological breakthroughs including digital TV and HDTV, VoIP, and internet/video applications over cable. Mr. Moloney holds a Bachelor of Science in Electrical Engineering from the University of Michigan and a Master of Business Administration from the University of Chicago.












Director Since: 2018
Age: 59
Board Committees:

-N/A
Other Public Company Boards:

-TiVo, Corp.

Qualifications:
Mr. Moloney has nearly 30 years of senior executive management, strategic and operational oversight, and technological expertise and experience in the telecommunications, technology and technology-enabled business service sectors who will provide particularly valuable contributions to the Board. Mr. Moloney was nominated pursuant to the Stockholder Agreement discussed above.









COMPENSATION OF DIRECTORS

Under our Outside Director Compensation Policy in effect since June 19, 2014, including throughout fiscal year 2018, each non-employee director and each chair and member of the Audit, Compensation, NCG and Strategy committees received quarterly retainer fees in the amounts indicated in the table below during their respective tenures. On May 7, 2018, the Compensation Committee's independent compensation consultant, Compensia ("Compensia"), presented an analysis of our non-employee director compensation as compared with director compensation at companies in our Peer Group (defined in the section entitled "Executive Compensation Market Analysis" elsewhere in this Proxy Statement). Compensia determined that total direct compensation paid to our non-employee directors was below the 25th percentile as compared to directors of companies in the Peer Group.

Based on its analysis and the intention of the directors that non-employee total direct compensation fall between the 25th and 50th percentile, Compensia recommended changes to our non-employee director cash and equity compensation practices; increasing the cash compensation of our Non-Executive Chairman, Vice-Chairman of the Board, and the chairpersons of each of the Audit, Compensation, Nominating and Corporate Governance and Strategy committees, as well as increasing and altering the equity compensation awarded to all members of the Board. After discussion, the Compensation Committee approved changes to the cash and equity compensation of our non-employee directors effective beginning in the first quarter of fiscal year 2019. Collectively, our directors believe the changes align our non-employee directors' total compensation within the appropriate range relative to our new Peer Group and allow us to attract and retain highly qualified directors needed to advise and guide management.

In fiscal year 2018, all cash compensation paid or to be paid to the Chairman of the Board, Vice Chairman of the Board and the chair of each applicable committee was in lieu of, and not in addition to, the amounts paid to the members of the Board and respective committees. This policy remains unchanged for fiscal year 2019.

20



 
Fiscal Year 2018 Quarterly Retainer Fee
 
Fiscal Year 2019 Quarterly Retainer Fee
Board of Directors
 
 
 
Chairman
$
22,500

 
$
22,500

Vice Chairman
$

 
$
17,500

Member
$
12,500

 
$
12,500

Audit Committee
 
 
 
Chair
$
7,500

 
$
8,750

Member
$
3,750

 
$
3,750

Compensation Committee
 
 
 
Chair
$
5,000

 
$
5,000

Member
$
2,500

 
$
2,500

Nominating and Corporate Governance Committee
 
 
 
Chair
$
3,000

 
$
3,000

Member
$
1,500

 
$
1,500

Strategy Committee
 
 
 
Chair
$
3,750

 
$
3,750

Member
$
1,875

 
$
1,875

M&A Committee
 
 
 
Chair
$

 
$
3,750

Member
$

 
$
1,875


No attendance fees were or are to be paid to directors for meetings of the Board or any of the committees in fiscal year 2018 or thereafter. Directors are, however, entitled to reimbursement of expenses incurred in connection with attendance at Board and committee meetings.

Also under our Outside Director Compensation Policy in effect in fiscal year 2018, each non-employee director who continued to serve as a director following the calendar year 2017 annual stockholders meeting received a non-discretionary equity award in the form of restricted shares of our common stock having a fair market value of $150,000. Directors elected or appointed to the Board between the calendar year 2017 and 2018 annual stockholders meetings are entitled to receive all or a portion of the $150,000 non-discretionary equity award depending upon the number of quarters remaining from their appointment until the next annual stockholders meeting. Beginning in fiscal year 2019, our non-employee directors will receive annual awards of restricted stock units with a fair value of $200,000 or a pro rata portion thereof if elected or appointed after the Annual Meeting based on the quarters remaining until the next annual meeting of stockholders. The number of shares actually awarded is based on the closing price of our common stock as reported on the NYSE on the date of grant.

Each award fully vests on the first anniversary of the date of award provided the director remains a director continuously through the anniversary date.

Mr. Burton is an employee of Plantronics and, as such, is and was ineligible to receive compensation as a director, including the automatic, non-discretionary equity grants awarded to non-employee directors. His compensation is set forth in the Summary Compensation Table below.












21




The following table summarizes the compensation paid to our directors, other than Mr. Burton, for the fiscal year ended March 31, 2018:

NON-EMPLOYEE DIRECTOR COMPENSATION FISCAL YEAR 2018
Name(1)
 
Fees Earned or Paid in Cash
 
Stock Awards (2)(3)
 
All Other Compensation (4)
 
Total
Robert Hagerty
 
$
71,000

 
$
149,980

 
$
2,007

 
$
222,987

Marv Tseu
 
$
128,500

 
$
149,980

 
$
2,007

 
$
280,487

Brian Dexheimer
 
$
84,500

 
$
149,980

 
$
2,007

 
$
236,487

Gregg Hammann
 
$
85,000

 
$
149,980

 
$
2,007

 
$
236,987

John Hart
 
$
73,500

 
$
149,980

 
$
2,007

 
$
225,487

Maria Martinez (5)
 
$
63,500


$
149,980

 
$
1,948

 
$
215,487

Marshall Mohr
 
$
80,000

 
$
149,980

 
$
2,007

 
$
231,987


(1) 
Mr. Jouret was appointed to the Board in April 2018 and, accordingly, did not receive director compensation in fiscal year 2018.
(2) 
Stock award amounts reported are the aggregate grant date fair value of stock-related awards in fiscal year 2018 computed in accordance with FASB ASC Topic 718. Refer to Note 2 – Significant Accounting Policies, Stock-Based Compensation Expense and Note 11 – Stock Plans and Stock-Based Compensation to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for fiscal year 2018 as filed with the SEC on May 9, 2018, for the assumptions used to value such awards. The amounts shown exclude the impact of estimated forfeitures.
(3)    The aggregate number of stock award shares outstanding at March 31, 2018 was 3,350 for each non-employee director.
(4)    Consists of dividends paid on unvested restricted stock awards.
(5)    Ms. Martinez resigned from the Board on April 17, 2018.

Prior to modification of the Outside Director Compensation Policy on June 19, 2014, each non-employee director was entitled to receive annual non-qualified stock options with a seven-year term and a grant date Black-Scholes value of $50,000 immediately following each annual meeting of stockholders. At March 31, 2018, the aggregate number of stock options still outstanding for non-employee directors were: Mr. Tseu 11,531; Mr. Dexheimer 11,531; Mr. Hagerty 8,531; Mr. Hammann 4,293; and Mr. Mohr 11,531.


22



PROPOSAL TWO
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2002 EMPLOYEE STOCK PURCHASE PLAN

General

Stockholders are being asked to approve the 2002 Employee Stock Purchase Plan, as amended and restated ("ESPP"), described below. The ESPP was originally adopted by our Board in June 2002 and thereafter approved by our stockholders in July 2002. The ESPP has an indefinite term; continuing until terminated by the Administrator (defined below).

If approved by our stockholders at the Annual Meeting, the number of shares issuable under the ESPP will be increased by 300,000. When initially approved in 2002, 200,000 shares of our common stock were authorized for issuance under the ESPP. In subsequent affirmative votes of our stockholders, the aggregate number of authorized shares was incrementally increased to 3,000,000, of which 274,323 shares remain available for future purchases as of June 1, 2018. Although the actual number of shares purchased under the ESPP in any given year will depend on a number of factors, including the number of participants, contribution rates and our stock price, based on the fair market value of our common stock of $72.86 on June 1, 2018 and assuming continuation of participation and contributions at historic levels, we project the ESPP will run out of shares in fiscal year 2020 if the number of authorized shares is not increased.

In considering the amendment and restatement of the ESPP to reserve the additional 300,000 shares for issuance, our Compensation Committee and Board reviewed the number of shares purchased under the ESPP during each of the past three years. In fiscal years 2016, 2017 and 2018, the number of shares purchased was 168,948, 151,648 and 156,355, respectively. The Compensation Committee and Board also weighed the likelihood that the number of participants and the amount of their contributions will increase should the Acquisition described in "Proposal One: Election of Directors" of this Proxy Statement be consummated.

Our Named Executive Officers ("NEO" or "NEOs") have an interest in this proposal as each of them is eligible to participate in the ESPP. The Board believes that the ESPP is an important component of our total employee benefit package and that it is in the best interest of Plantronics and our stockholders that our stockholders approve the proposed increase in the number of authorized shares available for purchase by employees under the ESPP. If our stockholders approve the increase, as of June 1, 2018, the total number of shares of our common stock available for future purchases under the ESPP will be 574,323.

Vote Required

The affirmative vote of a majority of votes cast is required to approve the amendment and restatement of the ESPP. For the purposes of this Proposal Two, abstentions are treated as votes cast against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ESPP.



23



Summary of the ESPP

The following is a summary of the principal features of the ESPP and its operation. The following summary is qualified in its entirety by reference to the ESPP, as it is proposed to be amended and restated and set forth in Appendix (C), attached hereto.

General

The purpose of our ESPP is to provide employees with an opportunity to purchase our common stock through payroll deductions or cash contributions, as applicable. The ESPP may be administered by the Board or a committee appointed by the Board, referred to as the Administrator. All questions of interpretation or application of the ESPP are determined by the Administrator, and its decisions are final, conclusive and binding upon all participants. The ESPP became effective June 10, 2002, the date that it was adopted by our Board, and will continue in effect indefinitely unless and until terminated by the Administrator.

Eligibility

Each of our employees and the employees of our designated subsidiaries who have been employed for a minimum of seven calendar days (or such other length of time determined by the Administrator) prior to the first day of an offering period are eligible to participate in the ESPP; provided, however, employees who are not citizens of the United States or are residents of a non-United States jurisdiction may be excluded from participation if participation is prohibited under the laws of an applicable country or if compliance with the laws of a country would cause the ESPP or any offering period under the ESPP to violate Internal Revenue Code Section 423. Additionally, no employee shall be granted an option under the ESPP (i) to the extent that, immediately after the grant, such employee would own 5% or more of either the voting power or value of our stock or any of our subsidiaries, or (ii) to the extent that her or his rights to purchase stock under all of our employee stock purchase plans or those of our subsidiaries accrues at a rate exceeding $25,000 worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year. As of June 1, 2018, approximately 1,550 employees, including all of our named executive officers, were eligible to participate in the ESPP and approximately 700 employees were actually participating. Assuming the closing of the Acquisition, we estimate that the number of employees eligible to participate in the ESPP will increase, although the number of additional eligible participants has yet to be determined.

Shares Subject to the Plan

As of June 1, 2018, 274,323 shares of our common stock remained available for purchase under the ESPP (this amount excludes the proposed increase of 300,000 shares that is the subject of this proposal), subject to adjustment upon changes in capitalization as described below. On June 7, 2018, the Board approved the aforementioned increase of 300,000 issuable shares under the ESPP, subject to stockholder approval at the Annual Meeting.

Offering Period

The ESPP is implemented by consecutive offering periods lasting approximately 6 months in duration with a new offering period commencing on or around February 15 and August 15 each year. To participate in the ESPP, each eligible employee must authorize payroll deductions or, as permitted by the Administrator, make a lump sum cash contribution pursuant to the ESPP and guidelines established by the Administrator. Such payroll deductions or lump sum contribution may not exceed 10% of a participant's compensation payable on each payday during an offering period in the case of payroll deductions, or compensation paid during an offering period in the case of permitted lump sum contributions. Compensation is defined as base straight time gross earnings, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions, car allowances, profit-sharing and other compensation. The Administrator has the power to change the duration of future offering periods without stockholder approval if such change is announced prior to the scheduled beginning of the first offering period to be affected thereafter. Once an employee becomes a participant in the ESPP, our common stock will automatically be purchased under the ESPP at the end of each offering period, unless the participant withdraws his or her participation or terminates employment earlier.

Purchase Price

Shares of our common stock may be purchased under the ESPP at a purchase price not less than 85% of the lesser of the fair market value of our common stock on (i) the first day of the offering period or (ii) the last day of the offering period. The fair market value of our common stock on any relevant date will be the closing price per share as quoted on the NYSE, or the mean of the high bid and low asked prices, if no sales were reported, as reported in The Wall Street Journal.



24



Payment of Purchase Price; Payroll Deductions

The purchase price of the shares is accumulated by payroll deductions throughout each offering period or a lump sum cash contribution in accordance with Administrator guidelines. The number of shares of our common stock a participant may purchase in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant's compensation or lump sum cash contribution during that offering period by the purchase price; provided, however, that a participant may not purchase more than 5,000 shares in any offering period. During the offering period, a participant may discontinue his or her participation in the ESPP. All payroll deductions made for, or the lump sum cash contribution received from, a participant are in whole percentages only and are credited to the participant's account under the ESPP and included with our general funds. Funds we receive pursuant to exercises under the ESPP are also used for general corporate purposes.

Withdrawal

Generally, a participant may withdraw from an offering period at any time by written notice without affecting his or her eligibility to participate in future offering periods. However, once a participant withdraws from a particular offering period, that participant may not participate again in the same offering period. To participate in a subsequent offering period, the participant must deliver to us a new subscription agreement.

Transferability

Neither amounts credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the ESPP may be assigned, transferred, pledged or otherwise disposed of in any way other than by will, or the laws of descent and distribution.

Termination of Employment

Upon termination of a participant's employment for any reason, including disability or death, his or her option and participation in the ESPP terminates. At such time, the amounts credited to the participant's account (to the extent not used to make a purchase of our common stock) are returned to her or him or, in the case of death, to the person or persons entitled thereto as provided in the ESPP.

Adjustments upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale

Changes in Capitalization. Subject to any required action by our stockholders, the number of shares reserved under the ESPP, the maximum number of shares that may be purchased during any offering period, as well as the price per share and the number of shares of common stock covered by each option under the ESPP which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by us; provided, however, that conversion of any of our convertible securities shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by us of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an option.

Dissolution or Liquidation. In the event of our proposed dissolution or liquidation, the Administrator shall shorten any offering periods then in progress by setting a new exercise date and any offering periods shall end on the new exercise date, unless otherwise provided by the Administrator. The new exercise date shall be prior to the dissolution or liquidation. If the Administrator shortens any offering periods then in progress, the Administrator shall notify each participant in writing, at least ten business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.

Merger or Asset Sale. In the event of a proposed sale of all or substantially all of our assets or our merger with or into another corporation, each option under the ESPP shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event the successor corporation refuses to assume or substitute for the options, the Administrator shall shorten any offering periods then in progress by setting a new exercise date and any offering periods shall end on the new exercise date. The new exercise date shall be prior to the date of the sale or merger. If the Administrator shortens any offering period then in progress, the Administrator shall notify each participant in writing, at least ten business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.

25




Amendment and Termination of the Plan
The Administrator may at any time terminate, suspend or amend the ESPP. An offering period may be terminated on any exercise date if the Administrator determines that termination of the ESPP is in our best interests and the best interests of our stockholders. Generally, no such termination can affect options previously granted. No amendment shall be effective unless approved by the holders of a majority of the votes cast at a duly held stockholders' meeting, if such amendment would require stockholder approval in order to comply with Section 423 of the Internal Revenue Code or the requirements of the NYSE.
Certain Federal Income Tax Information
The following brief summary of the general federal income tax consequences to U.S. taxpayer participants and us with respect to shares purchased under the ESPP does not purport to be complete, and does not discuss the tax consequences of a participant's death or the income tax laws of any state or foreign country in which the participant may reside. Tax consequences for any particular individual may be different.
The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or disposed of otherwise. Upon sale or other disposition of the shares, the participant will generally be subject to tax in an amount that depends upon the holding period. If the shares are sold or otherwise disposed of more than 2 years from the first day of the applicable offering period and 1 year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (b) an amount equal to 15% of the fair market value of the shares as of the first day of the applicable offering period. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. We generally are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

Plan Benefits

Given that the number of shares of common stock that may be purchased under the ESPP is determined, in part, on the market value of our common stock on the first and last day of the offering period and that participation is voluntary on the part of employees, the actual number of shares that may be purchased by any individual is not determinable. For illustrative purposes, the following table sets forth (a) the number of shares that were purchased during fiscal year 2018 under the ESPP, including by employees who were NEOs in fiscal year 2018, and (b) the average per share purchase price paid for such shares:
 
 
 
 
(a)
 
(b)
 
Name
 
Position
 
Number of Shares Purchased
 
Average Per Share Exercise Price
 
Joe Burton
 
Director, President and CEO
 
317

 
$
36.60

 
Pam Strayer
 
Senior Vice President and CFO
 
594

 
$
36.60

 
Mary Huser
 
Senior Vice President, General Counsel and Corporate Secretary
 

 
$

 
Shantanu Sarkar
 
Senior Vice President, Enterprise Business Group
 
572

 
$
36.60

 
Jeff Loebbaka (1)
 
Senior Vice President, Global Sales
 

 
$

 
Executive Group (1)
 
 
 
1,483

 
$
36.60

 
Non-Executive Director Group (2)
 
 
 

 
$

 
Non-Executive Officer Employee Group (3)
 
 
 
154,872

 
$
36.60

(4) 

(1) 
The Executive Group is composed of the five executive officers listed above. Mr. Loebbaka was hired in October 2017 and was therefore ineligible to participate in an ESPP purchase during fiscal year 2018.
(2) 
The Non-Executive Director Group is composed of all non-employee directors who were members of the Board in fiscal year 2018. Directors who are not employees of Plantronics are not eligible to participate in the ESPP.
(3) 
The Non-Executive Officer Employee Group is composed of all our employees worldwide minus the Executive Group.
(4) 
The Non-Executive Officer Employee Group average per share exercise price is calculated as a weighted average.

26



PROPOSAL THREE
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2003 STOCK PLAN

General

Stockholders are being asked to approve an amendment and restatement of the 2003 Stock Plan (the "Plan") that increases the number of shares of common stock authorized for issuance under the Plan from 15,900,000 to 17,400,000, an increase of 1,500,000 shares. The Plan was originally approved by our stockholders on June 27, 2003. Since its original approval, it has been amended several times. Our stockholders most recently approved the Plan at our 2017 Annual Meeting held on August 3, 2017. The Board approved the amended Plan that is the subject of this Proposal Three on June 7, 2018 (the "Plan Restatement Date").

In addition to amending the Plan to reflect the share increase that is the subject of this Proposal Three, and as a result of recent changes to the U.S. tax code, the Plan was amended on the Plan Restatement Date to remove certain provisions that related to the granting, administration and terms of awards intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"), including the removal of the fiscal year limits relating to the number of shares that can be awarded as stock options to any participant and the fiscal year limits restricting the aggregate value of stock that can be awarded to any participant in the forms of restricted stock awards ("RSAs") and restricted stock unit awards ("RSUs"). Awards granted prior to the Plan Restatement Date that were intended to qualify as "performance-based compensation" for purposes of Section 162(m), and that can still qualify as performance-based compensation, will continue to be governed by the terms of the Plan as in effect prior to the Plan Restatement Date.

Our NEOs and directors have an interest in this proposal as each of them is eligible to receive grants under the Plan. On June 1, 2018, the fair market value of a share of our common stock as determined according to the terms of the Plan was $72.86.

As of June 1, 2018, 1,670,019 shares remained available for future awards under the Plan and there were options to purchase 671,197 shares of our common stock outstanding. The options to purchase 671,197 shares had a weighted average exercise price of $48.37 and a weighted average remaining contractual life of 3.84 years. As of June 1, 2018, 524,429 shares of RSAs were issued and outstanding, and 882,078 RSUs, granted at no cost, were outstanding and remained unvested. Assuming stockholders had approved the increase of 1,500,000 shares as of June 1, 2018, there would have been 3,170,019 shares available for issuance under the Plan.

Burn Rate

Burn rate, a measure of the rate at which companies use shares available for grant under their equity compensation plans, is an important factor for investors concerned about stockholder dilution. In setting and recommending to stockholders the number of additional shares to be authorized under the Plan, our Compensation Committee and Board considered the Company's burn rate for all grants of equity awarded over the past three fiscal years. The following table shows our burn rate for those years taking into account all equity awards made by the Company.
Fiscal Year Ended
 
Options Granted
 
Options Forfeited or Expired
 
Full Value Awards Granted
 
Full Value Awards Forfeited
 
New Awards Granted
 
Weighted Average Number of Common Shares Outstanding
 
Burn Rate
March 31, 2018
 
14,500
 
4,167
 
783,467
 
123,815
 
669,985
 
32,345,429
 
2.07%
March 31, 2017
 
251,316
 
30
 
672,835
 
67,579
 
856,542
 
32,279,255
 
2.65%
March 31, 2016
 
287,000
 
55,442
 
668,383
 
192,569
 
707,372
 
34,127,237
 
2.07%

The net burn rate is calculated by adding options and full value awards granted, less any options canceled and full value awards forfeited, divided by the weighted average shares outstanding. Our three-year average net burn rate is 2.27%.

As of June 1, 2018, we have issued 693,277 shares under the Plan in fiscal year 2019, primarily as part of our annual worldwide employee review process. Of the amount issued, 59,550 shares were awarded to our President and CEO in the form of RSAs and performance-based RSUs ("PSUs") and 79,228 shares were awarded to our other senior executives, including the other fiscal year 2018 NEOs, in the forms of RSUs and PSUs.


27



Looking forward, if the Acquisition discussed in "Proposal One: Election of Directors" closes, then we anticipate awarding a currently indeterminable number of shares to employees of Polycom in fiscal year 2019. Moreover, if this Proposal Three is approved by stockholders at the Annual Meeting, our Board intends to award an additional 29,774 shares, split evenly between PSUs and RSUs, to our President and CEO in fiscal year 2019. When combined with shares already awarded, and assuming this Proposal Three is approved by stockholders, we anticipate awarding approximately 950,000 shares (excluding shares to be awarded if the Acquisition closes) under the Plan in fiscal year 2019, which is equal to approximately 2.8% of the 33,387,086 shares of our common outstanding as of June 1, 2018.

Additionally, each year we experience some equity award cancellations. In fiscal year 2019, we anticipate cancellations of options and forfeitures of RSAs and RSUs of approximately 115,000 shares. This amount does not take into account potential cancellations of shares awarded to Polycom personnel, which we are unable to reasonably estimate at this time.

Therefore, if our expectation for cancellations (which excludes the currently indeterminable impact of the Acquisition) otherwise proves accurate, net grants (grants less cancellations) would be approximately 835,000 shares in fiscal year 2019, or approximately 2.5% of our common stock outstanding as of June 1, 2018. Our actual net grants in fiscal year 2018 were 669,985 shares or 2.0% of our common stock outstanding as of June 1, 2018, which was lower than the approximately 800,000 shares we had forecast for fiscal year 2018 due primarily to fewer equity grants and more cancellations than forecast.

Vote Required
 
The affirmative vote of a majority of votes cast is required to approve the amendment and restatement of the Plan. For purposes of this Proposal Three, abstentions are treated as votes cast against the proposal. 

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PLAN.


28




Summary of the 2003 Stock Plan

The following is a summary of the principal features of the Plan and its operation. The following summary is qualified in its entirety by reference to the Plan, as it is proposed to be amended and restated, as set forth in Appendix D, attached hereto.

Purposes

The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility; to provide additional incentive for our directors, employees and consultants; and to promote the success of our business.

Administration

The Plan is administered by the Board or any committee of individuals appointed by the Board, referred to as the Administrator. The Administrator may make any determinations deemed necessary or advisable for the Plan. The Administrator has full power to select the individuals to whom awards will be granted, to make any combination of awards to any participant and to determine the specific terms of each grant, subject to the provisions of the Plan. The interpretation and construction of any provision of the Plan by the Administrator will be final and binding on all participants and any other holders of awards.

Term of the Plan

The Plan became effective as of September 24, 2003, and will continue until terminated by the Board. The Plan does not have an expiration date although the Board may amend, alter, suspend or terminate it any time.

Eligibility

Nonstatutory stock options, RSAs and RSUs may be granted to our employees, non-employee directors and consultants and those of our parent or subsidiary companies (each referred to herein as a "participant"). As of June 1, 2018, there were approximately 1,400 participants, including our CEO and seven non-employee directors, who are eligible to receive grants under the Plan. The number of potential Polycom participants eligible to receive grants under the Plan if the Acquisition closes is expected to increase the number of eligible participants by a currently indeterminable amount.

Shares Subject to the Plan
 
As of June 1, 2018, 1,670,019 shares of our common stock remained available for future grant under the Plan (this amount excludes the proposed increase of 1,500,000 shares that is the subject of this proposal), subject to adjustment upon changes in capitalization as described below. On June 7, 2018, the Board approved the aforementioned increase of 1,500,000 shares issuable under the Plan, subject to stockholder approval. Shares subject to options and full value awards will be counted against the share reserve as 1 share for every 1 share subject thereto. It has been our practice and will continue to be our internal practice to consider the value of a full value award to be 2.5 times the value of an option when determining the number of shares awarded. Many factors are considered when determining the equity value to be awarded to any participant.

Stock Options
 
Each option granted under the Plan is to be evidenced by a written award agreement between us and the participant and is subject to the following additional terms and conditions:

(a) Grants to Non-Employee Directors. We may grant options to our non-employee directors. In all cases, equity awards granted to non-employee directors shall be administered by a Committee comprised solely of two or more independent directors and are further limited as described in "Non-Employee Director Annual Equity Award Limitations" below.

(b) Exercise of the Option. The Administrator determines when options become exercisable; however, options generally are not exercisable until at least 12 months have passed following the date of the option grant. An option is exercised by giving written or electronic notice of exercise to us, specifying the number of full shares of our common stock to be purchased and tendering payment of the purchase price to us. The acceptable methods of payment for shares issued upon exercise of an option are set forth in the award agreement and may consist of (1) cash, (2) check, (3) certain shares of common stock, (4) the delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, will require to effect a cashless exercise of the option and delivery to us of the amount of proceeds required to pay the exercise price and applicable withholding taxes, if any, (5) a reduction of our liability to the participant, (6) any combination of the foregoing

29



methods, or (7) such other consideration and method of payment permitted under applicable law; provided, however, that the issuance of a promissory note is not a permissible method of payment.

(c) Exercise Price. The exercise price of options granted under the Plan is determined on the date of grant. The exercise price of a stock option must be at least 100% of the fair market value per share at the time of grant. The fair market value of a share of our common stock will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the NYSE for the day of determination.

(d) Termination. If a participant ceases to be a service provider, including if a participant's membership on the Board, employment or consulting relationship with us (or our parent or subsidiary corporations) is terminated for any reason, including death or total and permanent disability, options may be exercised after such termination as to all of the shares as to which the participant was entitled to exercise at the date of such termination. The options may be exercised after termination within the period of time as is specified in the award agreement. If such period of time is not specified in the award agreement, then such period of time will equal 90 days or a period of 12 months in the case of termination upon death, disability or retirement. Notwithstanding the foregoing, all shares under an option must be exercised prior to the expiration of the term set forth in the award agreement.

(e) Term and Termination of Options. At the time an option is granted, the Administrator determines the period within which the option may be exercised. In no event may the term of an option be longer than seven years. No person may exercise an option after the expiration of its term.

(f) Other Provisions. The award agreement may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator.

Restricted Stock Awards

Each RSA granted under the Plan is to be evidenced by an award agreement between us and the participant and is subject to the following additional terms and conditions:

(a) Termination. Subject to the terms of an agreement between us and a participant, if a participant's membership on the Board, employment or consulting relationship with us is terminated for any reason, including death or total and permanent disability, any unvested shares will be forfeited to us or we may repurchase any unvested stock obtained by the participant pursuant to a RSA. Unless the Administrator provides otherwise, the purchase price of the repurchased shares will equal the price originally paid by the participant, if any, for such shares.

(b) Term of Restricted Stock Awards. The Administrator determines the period during which a RSA will vest, which according to internal policy must generally be at least one year from the date of grant. Additionally, if a RSA is not subject to achievement of performance goals, then according to our internally policies currently in effect such award generally will fully vest over at least three years from the grant date. Notwithstanding the foregoing, the Administrator may determine the vesting schedule of RSAs in its sole discretion and the Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. The granting and/or vesting of RSAs may be made subject to the attainment of performance goals and may provide for a targeted level or levels of achievement.

(c) Voting Rights. During the period of restriction, service providers holding RSAs may exercise full voting rights with respect to those shares, unless the Administrator determines otherwise.

(d) Dividends. During the period of restriction, service providers holding RSAs will be entitled to receive all dividends and other distributions paid with respect to such shares, unless the Administrator determines otherwise. If any such dividends or distribution are paid in shares, the shares will be subject to the same restrictions on transferability and forfeitability as the RSAs with respect to which they were paid.

(e) Other Provisions. The RSA agreement may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator.

Restricted Stock Units

RSUs are awards that will result in a payment to a participant only if the performance goals or other vesting criteria established by the Administrator are achieved or the awards otherwise vest. Each award of RSUs will be evidenced by an award agreement between us and the participant and is subject to the following additional terms and conditions:

30




(a) Terms of Restricted Stock Unit Awards. The Administrator will establish organizational, individual performance goals or other vesting criteria in its discretion (including, without limitation, continued service), which, depending on the extent to which they are met, will determine the number and/or the value of RSUs paid out to participants. According to our internal policies currently in effect, the vesting period generally must be at least one year from the date of grant, provided that if an award is not subject to the achievement of performance goals, then such award generally will fully vest over at least three years from the grant date (except in France where local law requires a two year vesting period and a two year holding period). Notwithstanding the foregoing, the Administrator may determine the vesting schedule of RSUs in its sole discretion and, following the grant of RSUs, the Administrator, in its discretion, may reduce or waive any performance objectives or other vesting provisions for such RSUs. The granting and/or vesting of RSUs may be made subject to the attainment of performance goals and may provide for a targeted level of levels of achievement.

(b) Other Provisions. The RSU award agreement may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator.

Non-Employee Director Annual Equity Award Limitations
 
Equity awards granted to non-employee directors during any fiscal year are subject to an overall aggregate grant date fair market value limitation. Non-employee directors may not receive equity awards in the form of stock options, RSAs, RSUs, or any combination of the three in any fiscal year in excess of an aggregate grant date fair market value of $500,000; provided, however, the foregoing $500,000 limitation does not apply to the extent a non-employee director has been or becomes an employee of the Company during the fiscal year.

Nontransferability of Awards

Unless determined otherwise by the Administrator, an award may not be sold, assigned, hypothecated, transferred or disposed of other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a participant, only by the participant. If the Administrator, in its sole discretion, makes an award transferable, such award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to family members (as such term is defined in the general instructions to Form S-8 under the Securities Act of 1933, as amended, or any successor thereto) through gifts or domestic relations orders, as permitted by the instructions to Form S-8 of the Securities Act of 1933, as amended.

Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Change of Control

Changes in Capitalization. Subject to any required action by our stockholders, in the event that our common stock changes by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or other similar change in our capital structure effected without the receipt of consideration, appropriate adjustments will be made in the number of shares of common stock subject to the Plan, the number of shares of common stock subject to any outstanding award under the Plan, the exercise price of any such outstanding award, and any per-person or other share limits under the Plan. The Board will make any such adjustment and its determination in that respect will be final, binding and conclusive.

Dissolution or Liquidation. In the event of a proposed liquidation or dissolution, the Administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator may, in its sole discretion, provide that a participant will have the right to exercise all or any part of his or her award, including shares as to which the award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any shares purchased upon exercise of an award will lapse as to all such shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised or earned, an award will terminate immediately prior to the consummation of such proposed transaction.

Merger or Change of Control. In connection with a merger of us with or into another corporation, or a "change in control," as defined in the Plan, each outstanding award will be assumed or substituted for by the successor corporation (or a parent or subsidiary or such successor corporation). If there is no assumption or substitution of outstanding awards, the participant will fully vest in and have the right to exercise his or her option as to all shares, and all restrictions on RSAs and RSUs will lapse and all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. If an option becomes fully vested and exercisable in lieu of assumption or substitution, the Administrator will notify the participant that he or she has the right to exercise his or her options and as to all of the shares subject to the award for a period of 15 days from the date of such notice and that the award will terminate upon the expiration of such period.


31



Amendment and Termination of the Plan

The Plan does not contain a set term or date on which it will automatically expire. Accordingly, unless and until terminated by the Board, the Plan will continue in full force and effect. The Board may amend the Plan at any time or from time to time or may terminate the Plan without approval of the stockholders; provided, however, that stockholder approval is required for any amendment to the Plan for which stockholder approval would be required under applicable law or regulation (including the requirements of the NYSE), as in effect at the time. In addition, pursuant to the terms of the Plan, the Board may not, without the approval of the stockholders, (i) materially increase the number of shares issuable under the Plan (unless such increase is made as an adjustment to a change in our capitalization), (ii) materially modify the requirements for eligibility to participate in the Plan, or (iii) reprice options issued under the Plan by lowering the exercise price of a previously granted option, by canceling options and issuing replacements or by otherwise replacing existing options with substitute options with a lower exercise price.

Federal Tax Aspects

The following paragraphs are a brief summary of the general federal income tax consequences to U.S. taxpayer participants and the Company due to awards granted under the Plan. Tax consequences for any particular individual may be different.

Nonstatutory Stock Options. No taxable income is reportable when a nonstatutory stock option with an exercise price equal to the fair market value of our stock is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss subject to appropriate holding periods.

Restricted Stock Awards and Restricted Stock Units. A participant generally will not have taxable income at the time an award of RSAs or RSUs is granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (a) freely transferable or (b) no longer subject to substantial risk of forfeiture. However, the recipient of an RSA (but not an award of RSUs) may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any cash paid for the shares) on the date the award is granted.

Section 409A. Section 409A of the Internal Revenue Code imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements with respect to an individual's election to defer compensation and the individual's selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual's separation from service, a predetermined date, or the individual's death). Section 409A imposes restrictions on an individual's ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are considered our "specified employees," Section 409A requires that such individual's distribution commence no earlier than six months after such individual's separation from service. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A's provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. In addition, certain states (such as California) have laws similar to Section 409A and as a result, failure to comply with such similar laws may result in additional state income, penalty and interest charges.

Tax Effect for the Company. We will generally be entitled to a tax deduction in connection with an award under the Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of certain compensation paid to our Chief Executive Officer and other "covered employees". As a result of the Tax Cuts and Jobs Act, and except for certain grandfathered arrangements, under Section 162(m), any compensation over $1,000,000 paid to covered employees is not deductible by the Company. In light of these changes, we have modified the Plan to remove certain provisions that related to the granting, administration and terms of awards intended to qualify as "performance-based compensation" under Section 162(m) as previously in effect, including regarding administration by a committee composed to meet prior requirements related to "performance-based compensation", the detailing of specific performance goals that could be applied to awards intended to qualify as "performance-based compensation" and specific terms, conditions, and requirements related to such awards, including annual share limitations; provided, however, that awards granted prior to the Plan Restatement Date that were intended to qualify as "performance-based compensation" for purposes of Section 162(m), and that can still qualify as "performance-based compensation", will continue to be governed by the terms of the Plan as in effect prior to the Plan Restatement Date.


32



THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL'S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH AN ELIGIBLE INDIVIDUAL MAY RESIDE.

Plan Benefits

The number of shares of our common stock a participant may receive under the Plan pursuant to equity awards is at the discretion of the Compensation Committee or Board and therefore cannot be determined in advance.

The following table sets forth (a) the aggregate number of shares subject to options granted under the Plan during fiscal year 2018, (b) the average per share exercise price of such options, (c) the aggregate number of shares subject to RSAs and RSUs (including PSUs) granted under the Plan during fiscal year 2018, and (d) the fair market value on the grant date of such RSA grants and RSUs:
 
 
 
 
(a)
 
(b)
 
(c)
 
(d)
Name
 
Position
 
Number of Shares Subject to Options
Granted
 
Average Per Share
Option Exercise Price (1)
 
Number of RSA or RSU Shares Granted
 
Average Per Share Value of RSA or RSU Awards (2)
Joe Burton
 
Director, President and CEO
 

 
$

 
63,084

 
$
55.48

Pam Strayer
 
Senior Vice President and CFO
 

 
$

 
23,431

 
$
55.48

Mary Huser
 
Senior Vice President, General Counsel and Corporate Secretary
 
14,500

 
$
52.11

 
10,006

 
$
53.63

Jeff Loebbaka (3)
 
Senior Vice President, Global Sales
 

 
$

 
34,000

 
$
50.11

Shantanu Sarkar
 
Senior Vice President, Enterprise Business Group
 

 
$

 
9,011

 
$
55.48

Executive Group (4)
 
 
 
14,500

 
$
52.11

 
139,532

 
$
54.04

Non-Employee Director Group (5)
 
 
 

 
$

 
23,450

 
$
44.77

Non-Executive Officer Employee Group (6)
 
 
 

 
$

 
620,485

 
$
53.08


(1) 
The average per share exercise price of stock options is calculated as a weighted average.
(2) 
Based on the market value of our common stock on the date of grant of RSAs and RSUs during fiscal year 2018.
(3) 
Mr. Loebbaka's employment commenced on October 9, 2017. Pursuant to Company policy, the equity awards set forth in his Employment Agreement were not granted until November 15, 2017. On November 15, 2017, he was awarded 34,000 shares in the form of a RSU.
(4) 
The Executive Group is comprised of five Executive Officers.
(5)    The Non-Employee Director Group is comprised of all members of the Board except Joe Burton.
(6)    The Non-Executive Officer Employee Group is comprised of all our employees worldwide minus the Executive Group.


33



Fiscal Year 2019 Officer and Director Awards

On May 7, 2018, the Committee approved for grant on May 10, 2018, an aggregate of 138,778 shares of our common stock in the forms of 29,775 RSAs, 45,569 RSUs and 63,434 shares of PSUs for our Executives, including Executives who are NEOs. If this Proposal Three is approved by stockholders at the Annual Meeting, we currently anticipate awarding an additional 29,774 shares to our President and CEO, split evenly between RSUs and PSUs. The number of shares that may ultimately be issued under PSUs may be higher or lower than the at-target number of shares depending on the performance of our stock against a total shareholder return of stocks in the iShares S&P North American Tech-Multimedia Networking Index over a three-year period. The maximum number of PSU shares earned may not exceed 150% of the at-target amount or 95,150 shares. The maximum number of PSU shares that can be earned will increase to 117,480, an increase of 22,330 shares, which is 150% of the at target PSU award of 14,887 shares our Board intends to grant to our President and CEO if this Proposal Three is approved by our stockholders at the Annual Meeting.

The number of shares to be awarded to our non-employee directors in fiscal year 2019 is currently indeterminable in that the amount is dependent on the closing price of our common stock on the NYSE on the date of the Annual Meeting, August 2, 2018. If the closing price of our common stock on the date of the Annual Meeting is the same as the closing price of our common stock on June 1, 2018, $72.86, the aggregate number of shares awarded to our non-employee directors in the form of RSUs on August 2, 2018 would be 24,696. The foregoing amount includes the shares that would be awarded to the two additional directors appointed to our Board in connection with the Acquisition assuming it closes prior to September 30, 2018.

To the extent we hire or promote new executives or appoint or elect new non-employee directors in fiscal year 2019, the number of additional shares awarded to our executives, including our NEOs, and our non-employee directors in fiscal year 2019 will increase by a currently unknown amount.

Equity Compensation Plan Information
 
The following table sets forth information with respect to our equity compensation plans as of March 31, 2018, the end of our most recently completed fiscal year:
 
 
(a)
 
(b)
 
(c)
 
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
Weighted-average exercise price of outstanding options, warrants and rights
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
Equity compensation plans approved by security holders (1)
 
1,249,796

(2) 
$
35.10

(3) 
2,571,497

(4) 
Equity compensation plans not approved by security holders
 

 
$

 

 
Total
 
1,249,796

 
$
35.10

 
2,571,497

 
 
(1) 
Includes both the ESPP and Plan but does not include the additional 300,000 and 1,500,000 shares for the ESPP and Plan, respectively, for which stockholder approval is being requested at the Annual Meeting.
(2) 
Includes 922,975 shares subject to stock option awards and 326,821 shares subject to RSU awards. Excludes purchase rights accruing under the ESPP.
(3) 
RSUs, which are included in the number of outstanding options, warrants and rights, do not have an exercise price and therefore, reduce the weighted-average exercise price of outstanding rights. Excluding RSUs, the weighted-average exercise price of outstanding stock options is $47.53.
(4) 
Consists of 2,297,174 shares available for future issuance under the Plan and 274,323 shares under the ESPP.

34



PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), an independent registered public accounting firm, to audit our consolidated financial statements for fiscal year 2019. The Board recommends that stockholders vote for ratification of such appointment. Ratification of the appointment of the independent registered public accounting firm is not required. However, Plantronics customarily seeks stockholder ratification as a matter of good governance. If this Proposal Four is not approved, the Audit Committee may reconsider its selection. Notwithstanding ratification by the stockholders, the Audit Committee may select a different registered public accounting firm at any time during the year if it determines that it would be in the best interests of the Company and its stockholders.

PricewaterhouseCoopers has audited our consolidated financial statements annually since 1988. A representative of PricewaterhouseCoopers will be available at the Annual Meeting to respond to questions and will have an opportunity to make a statement at the Annual Meeting if he or she desires to do so.

Audit and Related Fees

The following table summarizes the fees for audit and other services performed by PricewaterhouseCoopers, our independent registered public accounting firm, for the fiscal years ended March 31, 2018 and 2017. All figures are net of value added tax and other similar taxes assessed by non-U.S. jurisdictions on the amount billed by PricewaterhouseCoopers, but include out-of-pocket expenses. All services described in the fee table were approved in conformity with the Audit Committee’s pre-approval process.
 
 
Fiscal Year Ended March 31,
Fee Category
 
2018
 
2017
Audit Fees
 
$
2,140,176

 
$
1,782,420

Audit-Related Fees (1)
 
1,396,944

 
$
70,000

Tax Fees
 
123,640

 
$
181,638

All Other Fees
 
4,140

 
$
4,140

Total
 
$
3,664,900

 
$
2,038,198


(1) 
The increase in audit-related fees in fiscal year 2018 is primarily related to due diligence activities in connection with the Acquisition.

Audit Fees. Consists of fees billed to us for professional services rendered by PricewaterhouseCoopers (i) for the audit of our annual consolidated financial statements included in our Form 10-K; (ii) for review of our interim consolidated financial statements included in our quarterly reports on Form 10-Q; (iii) in connection with the audit of the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes Oxley Act of 2002; and (iv) for consents and assistance in connection with other filings, including statutory audits and services, and other documents filed with the SEC.

Audit-Related Fees. Consists of fees billed to us for professional services rendered by PricewaterhouseCoopers for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." Audit-related services principally include due diligence in connection with acquisitions, accounting consultations, attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards, audits in connection with proposed or consummated acquisitions, and information systems audits.

Tax Fees. Consists of fees billed to us for professional services rendered by PricewaterhouseCoopers for tax compliance, tax advice and tax planning.

All Other Fees. Consists of fees billed to us for products and services provided by PricewaterhouseCoopers and not reported under "Audit Fees," "Audit-Related Fees" and "Tax Fees."

                                                                                                                           
Our Audit Committee believes that the services rendered by PricewaterhouseCoopers that led to the fees reported under "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees" are compatible with maintaining PricewaterhouseCoopers' independence.

35



Vote Required

The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote is required to approve the ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal year 2019.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.


36



PROPOSAL FIVE
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

General

Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation program is designed and how our practices reflect our compensation philosophy, as well as the Summary Compensation table and the related compensation tables, notes and narrative. The Compensation Committee and the Board believe that our compensation program design and practices are effective in implementing our guiding principles.

 Under Section 14A of the Securities Exchange Act of 1934, as amended ("Exchange Act") we are required to submit this proposal to stockholders for a non-binding advisory vote to approve the compensation of our named executive officers ("NEOs"). This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation principles, policies and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for stockholder vote at the Annual Meeting:

 
RESOLVED, that the Company's stockholders approve the compensation of the Company's named executive officers as described in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the "Compensation Discussion and Analysis" section, the compensation tables and other narrative compensation disclosures.

We hold an advisory vote on NEO compensation annually. Accordingly, after the upcoming Annual Meeting, we expect the next advisory vote on NEO compensation will occur at our 2019 Annual Meeting.

We are also required under Section 14A of the Exchange Act to submit a proposal to stockholders regarding the frequency of our say-on-pay proposals at least every six years. Stockholders were last asked to vote on the frequency of say-on-pay at our 2017 Annual Meeting. Consequently, our next vote on the frequency of say-on-pay will occur in 2023.

Vote Required

The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote is required to approve this Proposal Five. However, this vote is advisory and therefore, not binding on us, the Compensation Committee, or the Board. The Board and the Compensation Committee value the opinions of our stockholders and will take the vote of the stockholders on this Proposal into account in their evaluation of the design and philosophy of our executive compensation program in the future.

THE BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.



37




ADDITIONAL INFORMATION

Security Ownership of Principal Stockholders and Management

The following table sets forth certain information with respect to beneficial ownership of our common stock as of June 1, 2018 (except as noted below) as to (i) each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, (ii) each of our directors and each nominee for director, (iii) our CEO, CFO, and each of three other most highly compensated executive officers as of the end of fiscal year 2018 (collectively, the "NEOs"), and (iv) all directors and Executive Officers as a group. Except as otherwise indicated, we believe that the beneficial owners of our common stock listed below have sole investment and voting power with respect to such shares, subject to community property laws. The information below is calculated in compliance with SEC rules, but does not necessarily indicate beneficial ownership for any other purpose.
Name and Address of Beneficial Owner (1)
 
Amount and Nature of Beneficial Ownership (2)
 
Percent of Class (3)
PRIMECAP Management Company (4)
 
4,904,150

 
14.7
%
177 E. Colorado Blvd., 11th Floor
 
 

 
 

Pasadena, California 91105
 
 

 
 

BlackRock, Inc. (5)
 
3,483,641

 
10.4
%
55 East 52nd Street
 
 

 
 

New York, NY 10055
 
 

 
 

The Vanguard Group, Inc. (6)
 
2,805,979

 
8.4
%
  100 Vanguard Blvd.
 
 
 
 
  Malvern, PA 19355
 
 
 
 
Joe Burton
 
318,571

 
*

Pam Strayer
 
110,220

 
*

Marshall Mohr
 
32,265

 
*

Marv Tseu
 
26,265

 
*

Brian Dexheimer
 
26,033

 
*

Robert Hagerty
 
24,265

 
*

Gregg Hammann
 
17,734

 
*

Shantanu Sarkar
 
14,874

 
*

Mary Huser
 
11,886

 
*

John Hart
 
6,682

 
*

Guido Jouret
 
584

 
*

Jeff Loebbaka
 

 
*

Frank Baker (7)
 

 
*

Daniel Moloney (7)
 

 
*

 
 
 
 
 
All Directors and Executive Officers as a Group (14 persons)
 
589,379

 
1.7
%
 
* Less than 1%.
 
(1) 
Unless otherwise indicated, the address for each beneficial owner named in the table is c/o Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060.

38




(2) 
Includes stock options held by directors, director nominees and NEOs that are exercisable within 60 days of June 1, 2018, as follows:
Director/Named Executive Officer
 
Stock Options
Joe Burton
 
204,897

Pam Strayer
 
67,498

Marshall Mohr
 
8,531

Marv Tseu
 
8,531

Robert Hagerty
 
8,531

Mary Huser
 
6,042

Brian Dexheimer
 

Gregg Hammann
 

John Hart
 

Guido Jouret
 

Jeff Loebbaka
 

Shantanu Sarkar
 

Frank Baker
 

Daniel Moloney
 

 
 
 
All Directors and All Executive Officers as a Group (14 persons)
 
304,030


(3) 
For each person and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group calculated pursuant to Rule 13d-3 of the Securities Exchange Act and set forth in the table by the sum of 33,387,086 shares of common stock outstanding on June 1, 2018 and the number of shares of common stock that such person or group had the right to acquire on or within 60 days of June 1, 2018 as set forth in footnote 2 above.

(4) 
As of December 31, 2017, PRIMECAP Management Company ("PRIMECAP") reported sole dispositive power as to 4,904,150 shares and neither sole nor shared voting power over these shares, based solely upon PRIMECAP's Schedule 13G/A, Amendment 22, filed on February 27, 2018. PRIMECAP has indicated that 3,672,300 of these 4,904,150 shares were held by Vanguard Chester Funds – Vanguard PRIMECAP Fund, which is managed by PRIMECAP. In Amendment No. 27 to Schedule 13G/A filed February 2, 2018, Vanguard Chester Funds – Vanguard PRIMECAP Fund reported that, as of December 31, 2017, it had sole voting power over 3,672,300 of these shares and neither sole nor shared dispositive power over any of these shares. The address of Vanguard Chester Funds – Vanguard PRIMECAP Fund is 100 Vanguard Blvd., Malvern, PA 19355.

(5) 
As of December 31, 2017, BlackRock, Inc., reported sole voting power as to 3,412,387 shares and sole dispositive power as to 3,483,641 shares. Information provided herein is based solely upon BlackRock, Inc.'s Schedule 13G/A, Amendment No. 9 filed on January 19, 2018. BlackRock, Inc. is a publicly held entity listed on the NYSE.

(6) 
As of December 31, 2017, The Vanguard Group reported sole dispositive power as to 2,739,190 shares, shared dispositive power as to 66,789 shares, shared voting power as to 5,100 shares, and sole voting power as to 64,089 shares. Information provided herein is based solely upon The Vanguard Group's Schedule 13G/A, Amendment No. 7 filed on February 9, 2018.

(7) 
If the Acquisition has closed prior to the time of the Annual Meeting, then Messrs. Baker and Moloney will be nominated for election in accordance with Proposal One (b).

Stock Ownership Requirements; Anti-Hedging and Anti-Pledging Policy

We have established stock ownership guidelines for all Executive Officers and directors. Under the guidelines, Executive Officers should own, and directors must own, a certain amount of our common stock as discussed below. For purposes of this requirement, "Executive Officers" are officers subject to the reporting requirements of Section 16(a) of the Exchange Act. Each director and Executive Officer then in office was in compliance with these ownership guidelines as of the beginning of fiscal year 2018.


39



Non-Employee Directors

During fiscal year 2018, all non-employee directors were required to hold the lesser of (i) that number of shares (or the value of in-the-money vested stock options) equal in value to $25,000, or (ii) 1,000 shares of our common stock. In June, 2018, our Board approved changes in the non-employee director stock holding requirements. Commencing in fiscal year 2019, each non-employee director must hold that number of shares (or the value of in-the-money vested stock options) equal in value to three times the annual cash retainer for a member of the Board in general, which annual retainer is currently $50,000. Each current non-employee director must attain the foregoing $150,000 ownership requirement by no later than the start of fiscal year 2023 and each future non-employee director must do so within five years of her or his appointment to the Board.

President and Chief Executive Officer

The President and CEO should hold the lesser of (i) that number of shares of our common stock (or the value of in-the-money vested stock options) equal in value to his or her annual base salary, or (ii) 25,000 shares of our common stock. The President and CEO should attain the foregoing ownership threshold within four years of her or his acceptance of such position.

Executive Officers

All Executive Officers (other than the President and CEO) should hold the lesser of (i) that number of shares of our common stock (or the value of in-the-money vested stock options) equal in value to $50,000, or (ii) 3,000 shares of our common stock. Each Executive Officer should attain the foregoing ownership threshold within four years of her or his acceptance of the position.

To determine the value of shares held by each of our non-employee directors and each Executive Officer, including the President and CEO, we divide the threshold value of stock to be held by each individual by the market price of our common stock at the beginning of each fiscal year. The value of shares of common stock is calculated based on the higher of the actual cost of the shares or their fair market value. The value of vested in-the-money stock options is the fair market value less the exercise price. Any subsequent change in the value of shares of our common stock during a fiscal year will not affect the amount of stock that an individual must hold during that year. The Board or an appropriate committee has the discretion to modify these guidelines, including on a case-by-case basis, as it deems appropriate.

Anti-Hedging and Anti-Pledging Policy

Under our Insider Trading Compliance Program and Policy, directors, officers, employees and other associated parties are prohibited from short selling our stock, hedging or trading in publicly-traded options such as puts, calls and other derivative securities (other than stock options issued by us) with respect to our stock, pledging our stock as collateral for loans, or holding our stock in margin accounts.


40



EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section explains our executive compensation program as it relates to our "named executive officers" for fiscal year 2018 (each, a "NEO" and collectively, the "NEOs"), although much of the discussion also applies to all executives whose titles are senior vice president and above ("Executives") generally. Our NEOs include our CEO, our CFO and three other highest paid Executives. Our NEOs for 2018 are:
Joe Burton
President and CEO
Pam Strayer
Senior Vice President and CFO
Mary Huser
Senior Vice President, General Counsel and Corporate Secretary
Jeff Loebbaka
Senior Vice President, Global Sales
Shantanu Sarkar
Senior Vice President, Enterprise Business Group

The discussion that follows includes statements regarding financial and operating performance targets in the limited context of our Executive compensation program. Investors should not evaluate these statements in any other context. These are not statements of management’s expectations of future results or guidance.

Executive Summary

Compensation Philosophy

Our philosophy is that Executive compensation should be competitive and vary with the actual performance of the Company and each individual. Accordingly, our Executive compensation program is designed to target total compensation based on achievement of corporate goals and the contributions of each Executive, and his or her team, to realizing those goals.

The guiding principles of our Executive compensation program are to provide appropriate compensation to:

Attract highly qualified executives and motivate them to perform at the highest levels
Reward outstanding performance while avoiding excessive risk
Retain executives whose skills are essential for maintaining and building upon the successes of our business and creating long-term value
Establish annual short-term targets for cash incentives that are directly tied to metrics we deem important to financial performance as well as to individual areas of accountability
Create greater stockholder value by awarding long-term equity compensation tied to the achievement of consistent positive corporate results
Recruit and retain successful individuals by providing comprehensive compensation packages competitive with those of executives in similar positions at comparable companies


41




Fiscal Year 2018 Compensation Elements

Our fiscal year 2018 Executive compensation program consisted of the following key elements:
 
Compensation Element
Principal Objectives and Link to Business
Performance Measures
Fixed
Base Salaries
Attract and retain key talent; drive performance through individual contributions
Not applicable
Fixed with At Risk Component
Restricted Stock and Restricted Stock Units
Attract and retain key talent; drive individual long-term performance; align corporate and stockholders' interests
Stock price performance
At Risk
Annual Cash Bonuses
Attract and retain key talent; drive individual performance to achieve annual operating and financial goals
Financial measures (Net Revenue and Non-GAAP Operating Income) and Shared Corporate Objectives
Performance-based Restricted Stock Units
Attract and retain key talent; align corporate and stockholders' interests; create sustainable long-term value
Total shareholder return of our stock as measured against an index of companies

DETERMINING EXECUTIVE COMPENSATION

Role of the Compensation Committee

The Compensation Committee of our Board ("Committee") reviews, approves and oversees all elements of Executive compensation with the assistance of senior management and our compensation consultant, Compensia. Each Committee member is an independent, non-employee director with experience managing executives and making executive compensation decisions.

The Committee believes compensation must be viewed holistically and, therefore, evaluates compensation in its totality. We refer to this as total direct compensation ("TDC"). The Committee compares the median of the range of TDC for each Executive to executives in similar positions with similar responsibilities at comparable companies. Consistent with our strategy, when annual company-wide performance exceeds pre-established targets, our Executives generally earn greater than median pay and when performance falls below targets, they typically earn less. The Committee believes a program that enables greater than median compensation when performance exceeds pre-established targets supports its goal of increasing stockholder value.

In determining base salaries, annual and long-term incentive targets and all other elements of Executive compensation, the Committee relies on its experience and the combination of multiple factors, including our strategic business goals, compensation survey data, competitive market dynamics for talent and each Executive’s position, experience, level of responsibility, individual job performance, contributions to overall corporate performance, job tenure and future potential. The Committee works to ensure base to variable pay ratios are aligned to effectively drive stockholder value and does not set specific benchmarks for overall compensation or allocations between different elements and types of compensation.

Role of Our Stockholders

We value our relationships with our stockholders. All stockholders are welcome to submit suggestions regarding our governance, including our Executive compensation practices to Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations, or made by phone at 831-426-5858.

Annually, stockholders cast an advisory vote on our NEO compensation ("say-on-pay"). At our 2017 Annual Meeting of Stockholders, our say-on-pay proposal received approval of 90% of the votes cast. This followed the say-on-pay vote at our 2016 Annual Meeting at which over 91% of the votes cast were also in favor.


42



Based on our outreach and prior stockholder voting results, the Committee believes our stockholders strongly support our approach to NEO and Executive compensation. To further align our Executives' interests with those of our stockholders and based on feedback from investors, the Committee chose to replace the time-based stock options portion of our historical Executive compensation with performance-based restricted stock units ("PSUs") tied to the comparative performance of our common stock against an index of comparable listed companies. A further description of our PSUs can be found in the Section "Fiscal Year 2018 NEO Equity Awards" of this Proxy Statement. The Committee also chose in the second quarter of fiscal year 2018 to align our equity award and accounting practices with our peers by issuing the majority of our time-based equity awards in the form of restricted stock units ("RSUs") in lieu of restricted stock awards ("RSAs").

Role of Management

The Committee conducts an annual review of Executive compensation to determine if changes are appropriate. As part of this process, our CEO, Human Resources personnel and other appropriate personnel provide the Committee with an assessment of each Executive's prior year performance against her or his specific performance objectives for the year and her or his influence on overall corporate performance.

Based on his assessments, together with information provided by our compensation consultant, our CEO recommends each Executive's compensation package and performance objectives for each fiscal year. Our CEO does not participate in any assessment of his own performance nor make any recommendation with respect to his own compensation package.

Following a review of management’s recommendations, the Committee approves the compensation recommendations for the Executives with modifications the Committee considers appropriate. The Committee may also adjust compensation for specific individuals at other times during the year as it deems advisable.

Role of Our Compensation Consultant

Our independent third party compensation consultant, Compensia, provides information, analysis and advice regarding Executive compensation practices and reports directly to the Committee Chair.

The Committee considers a variety of factors when evaluating the capabilities and independence of compensation consultants including, the consultant's provision of other services to us, the fees paid or expected to be paid, the consultant's policies and procedures designed to prevent conflicts of interest, any business or personal relationships between members of the Committee or members of executive management and the consultant or its personnel, and whether the consultant or its personnel own any of our stock. For fiscal year 2018, the Committee determined there were no conflicts of interest with Compensia and Compensia was independent.

At the Committee's direction, Compensia provided various services in connection with fiscal year 2018 Executive compensation including: (i) advice on targets and funding metrics for our Executive compensation program; (ii) ongoing advice on the design of our annual cash-based Executive Incentive Plans, Associate Incentive Plan and equity incentive plans generally; (iii) assistance assessing risks related to our compensation programs; and (iv) information on executive and non-employee director compensation including trends, developments and market practices.

A Compensia representative attended a majority of the meetings and executive sessions of the Committee in fiscal year 2018. Additionally, its personnel contacted our employees for information and assistance necessary to fulfill its assignments and provide reports and presentations to and on behalf of the Committee to our Executives and other employees. All decisions concerning the amount or form of Executive compensation are made by the Committee alone or in conjunction with our Board, although as a member of the Board, our CEO does not participate or vote on matters concerning his own compensation.

Executive Compensation Market Analysis

Executive recruitment and retention requires market competitive compensation packages. For fiscal year 2018, Compensia, in collaboration with the Committee, gathered objective external compensation data to benchmark our Executive pay against a peer group of similar-industry and similar-size companies (“Peer Group”).


43



In selecting the Peer Group, the Committee approved relevant metrics proposed by Compensia to establish a group of like companies based on key factors such as industry comparability, revenue and revenue growth, market capitalization, profitability, headcount, and location. In fiscal year 2018, Compensia recommended, and the Committee considered as potential peers, U.S.-based public companies primarily in the technology hardware and equipment fields, particularly communication equipment entities, along with software companies, primarily systems, application or internet/services, and secondary industries to include manufacturers and services providers in computer and peripherals, electronic equipment and instruments, office electronics and semiconductor fields. Other Peer Group selection criteria included: (i) consistency with prior periods, such as whether we included a company in our prior fiscal year Peer Group; (ii) whether a company had positive net income in the prior year; (iii) whether the company was headquartered in the San Francisco Bay Area and (iv) whether we were included in the company's peer group in the prior year. Based on Compensia's summary, the Committee selected 17 publicly traded companies in the technology, hardware, equipment, software, and direct labor industries with annual revenues between $405 million and $1.8 billion and market capitalization between $1.0 billion and $7.8 billion. The Peer Group approved by the Committee for fiscal year 2018 was:
ADTRAN
Cadence Design Systems
Coherent
Commvault Systems
Dolby Laboratories
Finisar
Infinera
Ixia
Mentor Graphics
MicroStrategy
NETGEAR
Progress Software
Synchronoss Technologies
Tivo Corporation
Ubiquiti Networks
Verint Systems
ViaSat
 
 
 

For fiscal year 2018, Compensia recommended the Company remove one company, rename a second, and add one other to the Peer Group. The company removed was Polycom due to its earlier acquisition by private equity firm Siris Capital Group. Rovi Corporation was bought by Tivo and renamed Tivo Corporation. To replace Polycom, the Committee approved the addition of Commvault Systems to the Peer Group.

For Executive compensation comparisons, Compensia provided data from the most recently reported proxy statements and SEC filings of the selected Peer Group companies. Because proxy statements and SEC filings are generally limited to each company's top five most highly compensated executives, sufficient publicly available data is not available for all our Executives. Therefore, as an additional resource, we reviewed applicable compensation data for similar executives at the Peer Group companies as reported in The Radford Global Technology Survey.

Key Executive Compensation Elements for Fiscal Year 2018

Base Salaries

Base salaries are the basis of our Executive compensation program, establishing a fixed base level of cash compensation for each Executive. Base salaries are intended to reflect the Committee's assessment of each Executive's: functional role and responsibilities as they relate to organizational success; ability to fulfill her or his primary responsibilities; past performance and future potential; tenure; and succession and retention considerations. Base salaries are also the foundation for determining bonuses under our annual variable cash compensation plans.

Base salaries are typically set annually. To remain competitive, base salaries are evaluated against the median of the range of salaries for executives in similar positions at Peer Group companies; however, the Committee does not target a specific percentile when setting compensation levels.

Except as noted below, the Committee approved the following fiscal year 2018 base salaries on May 9, 2017. Thereafter, in accordance with Company policy and for all associates generally, changes to base salaries took effect on June 26, 2017.
 
 
Fiscal Year 2018 Base Salary
 
Fiscal Year 2017 Base Salary
Name
 
 
Joe Burton
 
$
600,000

 
$
550,000

Pam Strayer
 
$
405,000

 
$
387,000

Mary Huser (1)
 
$
360,000

 
$
360,000

Jeff Loebbaka (2)
 
$
380,000

 
N/A

Shantanu Sarkar
 
$
335,000

 
$
325,000



44



(1) 
Ms. Huser commenced her employment with the Company in March 2017. Her base salary was not modified by the Committee for fiscal year 2018.

(2) 
Mr. Loebbaka commenced his employment with the Company in October 2017. In determining the compensation for Mr. Loebbaka, the Committee followed the same processes outlined above for determining executive compensation, including a review of the median of the range of salaries for executives in similar positions at Peer Group companies and the compensation of our other Executives.
 

Annual Bonus Incentive Plans

The CEO and each NEO participated in the Executive Incentive Plan ("EIP") in fiscal year 2018. The EIP provides eligible Executives with an opportunity to receive annual cash bonuses. Payment of bonuses is based on (i) the funding of a bonus pool based on achievement of a specified financial metric, and (ii) a combination of financial metrics and shared corporate goals used to determine the amount an individual may receive as a bonus from the bonus pool.


Bonus Pool Amount and Fiscal Year 2018 Funding

Annually, the Committee sets the total potential amount payable as bonuses to Executives under the EIP ("Corporate Pool Funding"). The amount of the pool is based on achieving or surpassing threshold corporate-wide performance goals.

Payment of bonuses to Executives for fiscal year 2018 performance was contingent on corporate achievement of $189 million in Operating Income as more fully described below. Once the amount of Non-GAAP Operating Income for fiscal year 2018 equaled or exceeded $189 million, the cash pool for Executive bonuses was funded.

Once the cash bonus pool was funded, payment of actual bonus amounts to the Executives under the EIP was based on the level of achievement of the Corporate Performance Goals set forth in the table below and the Committee's exercise of discretion.
 
 
 
 
Corporate Performance Goals
 
 
 
 
Threshold
 
Target
 
Maximum
Fiscal Year 2018 Funding Metrics
 
Weight
 
(50% of Target)
 
(100% of Target)
 
(150% of Target)
Net Revenue (1)
 
40
%
 
$882M

 
$922M

 
$962M

Non-GAAP Operating Income Percent (2)
 
40
%
 
20.3
%
 
21.9
%
 
23.4
%
Shared Executive Goals

 
20
%
 
 
 
 
 
 
 
 
100
%
 
 

 
 

 
 


(1) 
The amounts in the table above include adjustments reducing the Operating Income and Net Revenue metrics by $1 million and $13 million, respectively. The Committee made the adjustments in the second quarter of fiscal year 2018 to reflect the impact of the divestiture of our former Clarity division.

(2) 
At the beginning of fiscal year 2018, after careful consideration of the status of certain litigation with GN Netcom, described in Part I, Item 3 "Legal Proceedings" and Part II, Item 8 "Financial Statements and Supplementary Data", Note 8 "Commitments and Contingencies" of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 9, 2018, the Committee chose to continue to exclude certain GN Netcom-related litigation costs from our basis for calculating Non-GAAP Operating Income Percent under the EIP. In general, management and the Board exclude certain GN Netcom-related litigation costs in their evaluation of corporate performance so the Committee does not believe they should be included for purposes of calculating bonuses under the EIP.

The funding metrics are defined as follows:

"Non-GAAP Operating Income" measures our overall success in generating profits, which can then be used to help us grow. For purposes of the EIP, Non-GAAP Operating Income excludes certain amounts related to litigation with GN Netcom, Inc. ("GN Netcom") and the funding of the EIP and our Associate Incentive Plan ("AIP"), which is the annual cash bonus plan generally available to all employees below the level of senior vice president. (See also footnote 2 above).

"Net Revenue," as reported in our public filings with the Securities and Exchange Commission, is a measure of the revenue earned from sales of all our products to the business and consumer markets, net of any deductions such as discounts, returns or other adjustments, that need to be taken against that revenue.


45



"Non-GAAP Operating Income Percent" means the quotient obtained by dividing Operating Income Dollars by Net Revenue and excluding certain amounts related to litigation with GN Netcom and the funding of the EIP and AIP.

"Shared Executive Goals" are comprised of specific initiatives related to our employees (People), Customers, and Innovation. See the section entitled "Bonus Plans Achievement Goals and Funding" below for a further description of each of these individual goals.

The Committee selected Non-GAAP Operating Income, Net Revenue, and Non-GAAP Operating Income Percent as the criteria for fiscal year 2018 Corporate Pool Funding because it believes achievement of these goals is consistent with both our long-term interests and those of our stockholders.

When setting the funding metrics and weighting for threshold, target and maximum amounts for Corporate Pool Funding, the Committee takes into account a range of factors including historical performance, our fiscal year business plan, likelihood of increasing stockholder value, and other external market factors. Under the EIP, if the threshold goal is not achieved for a metric, no bonus funds are allocated to the bonus pool for that metric. For the EIP, increasingly larger amounts are allocated to the pool for achievement between the threshold and maximum performance goals.

Funding of the EIP was based on achievement of each metric as summarized in the following table:
Achievement of Funding Metric
 
EIP Funding Percentage
Less than threshold
 
0%
Threshold to target
 
50%-99%
Target to maximum
 
100%-149%
Maximum and above
 
150%

The tables below show actual corporate results for the EIP Corporate Pool Funding in fiscal year 2018:
EIP Performance to Funding Metrics
 
Fiscal Year
2018 Results
 
% Achievement
 
Weight
 
Weighted Bonus % Funding (1)
Net Revenue
 
$856.9M
 
%
 
40
%
 
%
Non-GAAP Operating Income Percent (2)
 
21.56%
 
90.7
%
 
40
%
 
36.3
%
Shared Executive Goals (3)

 
 
 
 
 
20
%
 
10.5
%
Fiscal Year 2018 Bonus Pool Funding
 
 
 
 

 
100%

 
46.8
%

(1)    Weighting of each of the Funding Metrics was calculated independently.
(2) 
Excludes certain legal costs in connection with the GN Netcom litigation as described above and the funding of the EIP and AIP.
(3) Shared Executive Goals are comprised of specific initiatives related to our People, Customers, and Innovation.


46



Bonus Plans Achievement Goals and Funding

Payment of the bonus amounts under the EIP in fiscal year 2018 was based on the base salary and specific performance goals established for each Executive. The formula for computing annual bonus payouts under the EIP was as follows:
Base Salary
x
Target Bonus Percentage (% of Base Salary)
x
The sum of (a) Payout Percentage for the Net Revenue goal * (40%) + (b) Payout Percentage for the Non-GAAP Operating Margin goal * (40%) + (c) Payment Percentage for the People Goal * (7%) + (d) Payout Percentage for the Customer Goal * (7%) + (e) Payout Percentage for the Innovation Goal * (6%)

x
Individual Performance Adjustment Factor

=
Bonus Earned ($)

The fiscal year 2018 EIP provided (i) 80% of her or his bonus target was based on achievement of the Net Revenue and Non-GAAP Operating Income Goals and 20% for achievement of Shared Corporate Objectives, and (ii) the Committee had the sole discretion to adjust the actual amount payable to each Executive to a different amount than what would be paid under the above formula, provided that the actual bonus could never exceed the Corporate Pool Funding.

Overall, our EIP is designed to achieve payouts over multiple years that average the target levels set by the Committee. To determine target cash compensation (base salary and annual cash bonus) for each Executive, the Committee established target amounts in part by examining the median of the range of cash bonuses and the total cash compensation targets of executives in similar positions with similar responsibilities at Peer Group companies. The Committee also used its own judgment to determine proper levels of compensation for each Executive. Actual bonuses paid to individual Executives could be above or below their respective target amounts but were subject to the maximum allowed under the applicable plans.

For fiscal year 2018, the "Shared Corporate Goals" of the Executives were:

(i)
Scale our Management Development Program and desired culture through living values and using three to five new people practices (“People Goal”);
(ii)
Drive exponential growth in the number of Enterprise connected active users through a corporate tenant (“Customer Goal”); and
(iii)
Launch Soundscaping and deliver certain revenue bookings by the end of fiscal year 2018 (“Innovation Goal”).

The target for each metric was set by the Committee as a reasonable goal based on our business plan and historical analysis.

Executive performance is evaluated annually against performance criteria after the close of the fiscal year and bonuses are typically paid in the first quarter of the following fiscal year.

Target Bonus Percentages

In the first quarter of each fiscal year, the Committee approves a target bonus for each eligible Executive. (For Mr. Loebbaka, whose employment commenced in October 2017, this process was performed by the Committee concurrently with the review and negotiation of the terms of employment prior to his start date). For each Executive, their target bonus was expressed as a percentage of their annual base salary. When establishing target bonus percentages, the Committee examined the median of the range of target bonus percentages of executives in similar positions with similar responsibilities at Peer Group companies; however, the Committee also used its own judgment to determine the appropriate target bonus percentages for each Executive. Under the terms of the EIP, in the case of individuals who are promoted or otherwise given increased pay or responsibility during the performance period, target bonuses are calculated using their annual base pay and target percentage at the end of the applicable fiscal year.


47



The NEO target bonus percentages for fiscal year 2018 were as follows:
 
 
Fiscal Year 2018 Target Bonus (% of Annual Base Salary)
 
 
Name
 
Joe Burton
 
100
%
Pam Strayer
 
65
%
Mary Huser
 
50
%
Jeff Loebbaka
 
70
%
Shantanu Sarkar
 
50
%

Fiscal Year 2018 Executive Bonuses

The tables that follow illustrate the fiscal year 2018 targeted and actual bonuses for the NEOs under the EIP. If an objective is not publicly disclosed information, the target goal itself is not included in the tables, but the percent achieved is shown. Accordingly, "Target" and "Actual" achievement results have been intentionally omitted as they constitute competitively sensitive commercial and financial information.

Additionally, within the limits of the aggregate Corporate Pool Funding, the Committee retained discretion to adjust individual awards consistent with the terms of the EIP. Based on the Committee's evaluation of each individual's performance, it may award individual bonuses from the lower of zero percent up to a maximum of 150% of their individual target bonus. No discretion was used to adjust Executive bonuses under the EIP in fiscal year 2018.

Joseph Burton

Mr. Burton's fiscal year 2018 EIP and actual performance were as follows:
Performance Metric
Basis of Performance Metric
Target
Actual
% Achievement
Weight
Weighted Score
Net Revenue
Consolidated
$
922,000

$
856,903

%
40.0
%
%
Operating Income Percent
Consolidated
21.9
%
21.6
%
90.7
%
40.0
%
36.3
%
Shared Corporate Objectives
 


 
20.0
%
10.5
%
Total Target Bonus (in whole $)
 
$
600,000

 
 

100.0
%
46.8
%
Corporate Pool Funding Achievement Percent


46.8
%
 




Actual Bonus Payout as Percent of Individual Target
 
 
46.8
%
 
 
 
Total Bonus Payout
 
 

$
280,740

 

 

 


Mr. Burton's annual bonus for fiscal year 2018 was calculated using an annual base salary of $600,000 and target bonus under his EIP of 100% of his annual base salary. His Weighted Score was based on the Performance Metrics established at the beginning of fiscal year 2018. His Total Bonus Payout was based on the terms of the fiscal year 2018 EIP, namely his Individual Target Bonus times the Corporate Pool Funding Achievement Percent. The Committee did not exercise discretion against the calculated bonus payout.

During the five-year period from fiscal year 2014 to fiscal year 2018, he was paid bonuses ranging from 33.0% to 116.5% of the target amounts for those years with an average over that period of 77.9%. In two of the five years, his bonus was greater than 100%.


48



Pam Strayer

Ms. Strayer's fiscal year 2018 EIP and actual performance were as follows:
Performance Metric
Basis of Performance Metric
Target
Actual
% Achievement
Weight
Weighted Score
Net Revenue
Consolidated
$
922,000

$
856,903

%
40.0
%
%
Operating Income Percent
Consolidated
21.9
%
21.6
%
90.7
%
40.0
%
36.3
%
Shared Corporate Objectives
 


 
20.0
%
10.5
%
Total Target Bonus (in whole $)
 
$
263,250

 
 

100.0
%
46.8
%
Corporate Pool Funding Achievement Percent
 
46.8
%
 
 
 
Actual Bonus Payout as Percent of Individual Target
 
 
46.8
%
 
 
 
Total Bonus Payout
 
 

$
123,175

 

 

 


Ms. Strayer manages Finance, Internal Audit, Information Technology and for a portion of fiscal year 2018, Human Resources. Her Weighted Score was based on the Performance Metrics established at the beginning of fiscal year 2018. Her Total Bonus Payout was based on the terms of the fiscal year 2018 EIP, namely her Individual Target Bonus times the Corporate Pool Funding Achievement Percent. The Committee did not exercise discretion against the calculated bonus payout.

During the five-year period from fiscal year 2014 to fiscal year 2018, Ms. Strayer was paid bonuses ranging from 32.0% to 111.0% of the target amounts for those years with an average over that period of 81.4%. In three of the five years, her bonus was greater than 100%.

In addition to her bonus under her fiscal year 2018 EIP, Ms. Strayer was also awarded a discretionary cash bonus of $25,000 for her extraordinary efforts in connection with the Acquisition. This additional discretionary cash bonus is reflected in the "Bonus" column of the "Summary Compensation Table" set forth elsewhere in this Proxy Statement.

Mary Huser

Ms. Huser's fiscal year 2018 EIP and actual performance were as follows:
Performance Metric
Basis of Performance Metric
Target
Actual
% Achievement
Weight
Weighted Score
Net Revenue
Consolidated
$
922,000

$
856,903

%
40.0
%
%
Operating Income Percent
Consolidated
21.9
%
21.6
%
90.7
%
40.0
%
36.3
%
Shared Corporate Objectives
 


 
20.0
%
10.5
%
Total Target Bonus (in whole $)
 
$
180,000

 
 

100.0
%
46.8
%
Corporate Pool Funding Achievement Percent
 
46.8
%
 
 
 
Actual Bonus Payout as Percent of Individual Target
 
 
46.8
%
 
 
 
Total Bonus Payout
 
 

$
84,222

 

 

 


Ms. Huser joined Plantronics late in fiscal year 2017 and did not participate in the EIP until fiscal year 2018. She manages Legal and for a portion of fiscal year 2018, Global Pricing. Her Weighted Score was based on the Performance Metrics established at the beginning of fiscal year 2018. Her Total Bonus Payout was based on the terms of the fiscal year 2018 EIP, namely her Individual Target Bonus times the Corporate Pool Funding Achievement Percent. The Committee did not exercise discretion against the calculated bonus payout.

In addition to her bonus under her fiscal year 2018 EIP, Ms. Huser was also awarded a discretionary cash bonus of $25,000 for her extraordinary efforts in connection with the Acquisition. This additional discretionary cash bonus is reflected in the "Bonus" column of the "Summary Compensation Table" set forth elsewhere in this Proxy Statement.


49



Jeff Loebbaka

Mr. Loebbaka's fiscal year 2018 EIP and actual performance were as follows:
Performance Metric
Basis of Performance Metric
Target
Actual
% Achievement
Weight
Weighted Score
Net Revenue
Consolidated
$
922,000

$
856,903

%
40.0
%
%
Operating Income Percent
Consolidated
21.9
%
21.6
%
90.7
%
40.0
%
36.3
%
Shared Corporate Objectives
 


 
20.0
%
10.5
%
Total Target Bonus (in whole $) (1)
 
$
127,154

 
 

100.0
%
46.8
%
Corporate Pool Funding Achievement Percent
 
46.8
%
 
 
 
Actual Bonus Payout as Percent of Individual Target
 
 
46.8
%
 
 
 
Total Bonus Payout
 
 

$
59,495

 

 

 


(1) Mr. Loebbaka joined the Company in the second half of fiscal year 2018. His Total Target Bonus was prorated at 48% of what he
would have otherwise achieved based on the term of his employment with respect to the entire fiscal year.

Mr. Loebbaka manages worldwide Sales. His Weighted Score was based on the Performance Metrics established at the beginning of fiscal year 2018. His Total Bonus Payout was based on the terms of the fiscal year 2018 EIP, namely his Individual Target Bonus times the Corporate Pool Funding Achievement Percent. The Committee did not exercise discretion against the calculated bonus payout.

Shantanu Sarkar

Mr. Sarkar's fiscal year 2018 EIP and actual performance were as follows:
Performance Metric
Basis of Performance Metric
Target
Actual
% Achievement
Weight
Weighted Score
Net Revenue
Consolidated
$
922,000

$
856,903

%
40.0
%
%
Operating Income Percent
Consolidated
21.9
%
21.6
%
90.7
%
40.0
%
36.3
%
Shared Corporate Objectives
 


 
20.0
%
10.5
%
Total Target Bonus (in whole $)
 
$
167,500

 
 

100.0
%
46.8
%
Corporate Pool Funding Achievement Percent
 
46.8
%
 
 
 
Actual Bonus Payout as Percent of Individual Target
 
 
46.8
%
 
 
 
Total Bonus Payout
 
 

$
78,373

 

 

 


Mr. Sarkar manages the Enterprise Business Group and is responsible for launching new business models, implementing strategic initiatives, improving processes and efficiency, and implementing new methodologies. His Weighted Score was based on the Performance Metrics established at the beginning of fiscal year 2018. His Total Bonus Payout was based on the terms of the fiscal year 2018 EIP, namely his Individual Target Bonus times the Corporate Pool Funding Achievement Percent. The Committee did not exercise discretion against the calculated bonus payout.

Mr. Sarkar became an Executive upon his promotion in October 2016 but did not begin participating in an EIP until fiscal year 2018.


Clawback Policy

The Committee has the right to require any EIP participant to repay any bonus amounts paid if there is a material financial restatement of corporate results for any prior year which resulted in overpayment under a plan. However, it is not our practice to automatically require repayment except as required under applicable laws and regulations. We have not had a financial restatement since the adoption of this policy. In the future, if we are required to restate our financial results for any prior year, the Committee

50



will evaluate the facts and circumstances and may require repayment from Executives who received undue amounts as a result of material or negligent misrepresentation of financial results.

Our right to recoupment expires, unless demand is made, within three years following payment of an applicable bonus and does not apply to equity awards. Our recoupment right is in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities. Our actual ability to collect repayment, if legal under state and federal laws, may vary.

Equity Incentive Awards

We offer equity awards to our Executives through our 2003 Stock Plan to encourage achievement of corporate objectives for the long-term benefit of the Company and our stockholders. In any given fiscal year, the Committee may approve grants of stock options, RSAs, RSUs or PSUs, or any combination of the four, to Executives after consideration of a variety of factors including:

Equity granted to executives in similar jobs at comparable companies
An Executive's scope of responsibilities and actual performance
Input from our CEO (other than with respect to the CEO's equity awards)
The potential for particular Executives to influence our long-term growth and profitability

The Committee gives no particular weight to any factor. A subjective determination is made after considering the foregoing factors in the aggregate.

Review and Approval Process for Equity Awards

Typically, in the first quarter of a fiscal year our CEO and Human Resources personnel provide the Committee with an assessment of each Executive's prior year performance other than their own. The CEO also provides an assessment of how each of the other Executives influenced overall corporate performance. Together with information provided by our compensation consultants, the CEO recommends the types of equity grants and the number of shares under each type for each Executive other than himself. The Committee then makes the final decision as to the types of equity awards and establishes a target total number of shares to be awarded to each Executive.

Performance Awards

Based on feedback from investors and to better align the interests of our Executives with those of our stockholders, in fiscal year 2018, the Committee awarded performance-based RSUs ("PSUs") as well as time-based RSAs and RSUs. For the PSUs, the Committee set a target and maximum number of shares that each Executive could earn based on an annual comparison of the total stockholder return on our common stock against the iShares S&P North American Tech-Multimedia Networking Index ("Index"), an index the Committee determined appropriate to compare to the total stockholder return on our stock. The Index was selected based on (1) a comparable technology sector focus (2) weighting which minimizes the potential disproportionate impact that large cap companies can have on overall performance and (3) minimizing volatility and reducing deviation from factors other than our own financial and corporate performance. Depending on the performance of our common stock against the Index, Executives can earn a minimum of zero shares up to a maximum of 150% of the target number of shares over the three-year performance period.

Equity Vesting

In general, all RSAs, RSUs and PSUs vest annually over three years. RSAs and RSUs awarded in fiscal year 2018 vest in equal installments. The PSUs granted in fiscal year 2018 can vest up to one-third of the at target number of shares in each of the first two years after the date of grant if the performance of our common stock equals or exceeds performance of the Index. In the third year, the number of shares that may vest is up to the maximum number of shares under the PSUs depending on the performance of our common stock against the Index, less any shares previously vested in the prior two years. Vesting on each of the three annual vesting determination dates is based on a comparison of the price of our common stock and the Index against the initial grant date price of our common stock and the Index. To vest the maximum number of shares in the third year (fiscal year 2020), the performance of our common stock from the date of grant in fiscal year 2018 to the vesting determination date in 2020 would have to exceed the Index by 25%. All vesting is subject to the continued employment of the Executive on each vesting date.



51



Fiscal Year 2018 NEO Equity Awards

In developing Executive equity recommendations in fiscal year 2018, Mr. Burton, considered the following information upon which he based his recommendations to the Committee:

The history of prior awards to our Executives, the current and potential value of each of their vested and unvested holdings and each Executive's past performance, future contribution potential and other key compensation elements.
The total pool of our common stock budgeted for all employee awards for fiscal year 2018, and the portion allocated to all Executives as a percentage of the total.
Compensia's review of market-competitive compensation levels, as well as general market trends in equity grant practices.
The historical grant levels and historical market data regarding equity awards for comparable jobs in similar companies.
The anticipated current and Black-Scholes future value of the equity awards.
An appropriate split of the total number of shares awarded between varying types of equity awards. The actual split for each Executive was based on an evaluation of market practice, our CEO's assessment and recommendation, and the Committee's review and approval.

The Committee evaluated Mr. Burton's recommendations and such other information it deemed appropriate, giving no particular weight to any factor, and made a subjective determination, after considering all of the relevant factors in aggregate to approve the equity awards as set forth below.

In evaluating equity awards for Mr. Burton, the Committee considered, with the assistance of Compensia, factors similar to those above but specific to Mr. Burton. The Committee proposed all elements of compensation, including base salary, short- and long-term incentives, be approximately 10% below market median.

The Committee met on May 7, 2018 to evaluate corporate and Executive performance in fiscal year 2018. As part of their evaluation, they compared our stock performance against the Index and determined that our stock price had outperformed the Index by 0.26%. As a result, each Executive awarded a PSU in fiscal year 2018 vested as to one-third of the target number of shares under their respective PSUs. The total number of shares vested for each NEO is set forth below.

Other than the equity awards granted to Ms. Huser and Mr. Loebbaka in connection with the commencement of their employment in March and October 2017, respectively, the Executive equity awards in fiscal year 2018 were granted on May 10, 2017, shortly after the public announcement of our fiscal year 2017 financial results. The Committee believes awarding equity shortly after the announcement of our annual financial results follows best practices by allowing financial markets sufficient time to adjust to the announcement.

The equity awards granted to our NEOs during fiscal year 2018 were as follows:
 
 
Fiscal Year 2018 Equity Awards
Name