UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported):~~1934

~~May~~Date 27of Report (Date of earliest event reported): June 23, 2022

LOGO

~~Plantronics~~ PLANTRONICS, ~~Inc~~INC.

(Exact ~~name~~Name of Registrant as Specified in ~~its~~ Charter)

Delaware	1-12696	~~1-12696~~	77-0207692	~~77-0207692~~
(State or Other Jurisdiction of Incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

345 Encinal Street

Santa Cruz, California 95060

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~including~~ (Zip Code)

(831) ~~420~~426-~~3002~~ 5858

(Registrant'’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Not Applicable ~~(Former name or former address, if changed since last report)~~

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares ($0.01 par value)

POLY

New York Stock Exchange

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

COMMON STOCK, $0.01 PAR VALUE

POLY

New York Stock Exchange

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

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

~~Emerging~~☐ If an emerging growth company ☐, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

IfItem an5.07 ~~emerging~~Submission ~~growth~~of ~~company,~~Matters ~~indicate by check mark if the registrant has elected not~~ to ~~use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(~~a) Vote of ~~the~~Security ~~Exchange Act~~Holders. o

~~Item~~On 2March 28, 2022, Plantronics, Inc.02 ~~Results~~(“Poly”) announced its entry into an Agreement and Plan of ~~Operations~~Merger, dated as of March 25, 2022 (as it may be amended from time to time, the “Merger Agreement”), among HP Inc. (“Parent”), Prism Subsidiary Corp., a wholly owned subsidiary of Parent (“Merger Sub”), and ~~Financial~~Poly. ~~Condition~~The Merger Agreement provides for Merger Sub to be merged with and into Poly, with Poly surviving as a wholly owned subsidiary of Parent (the “Merger”).

OnPoly ~~May 27,~~held ~~2022, Plantronics, Inc. ("the Company"),~~ a ~~Delaware~~Special ~~corporation,~~Meeting ~~issued a press release reporting its preliminary and unaudited results~~ of ~~operations~~Stockholders ~~and~~on ~~financial~~June 23, ~~condition for the fourth quarter of Fiscal Year~~ 2022, ~~which~~at ~~ended~~9:00 ~~on April 2~~a.m., ~~2022.~~Pacific Atime ~~copy of~~ (the ~~press~~“Special ~~release is furnished as Exhibits 99~~Meeting”).1 ~~to this Current Report on Form 8-K.~~

~~The~~There ~~information~~were ~~contained~~43,072,542 inshares ~~this~~of ~~Item~~common ~~2.02~~stock, aspar ~~well~~value ~~as Exhibits 99~~$0.101 ~~attached~~per ~~hereto~~share, ~~are~~of ~~intended~~Poly to(the be“Shares”), ~~furnished~~issued and ~~shall~~outstanding ~~not~~as ~~be deemed "filed" for purposes~~ of ~~Section~~April 28, 182022, of the ~~Securities~~record ~~Exchange~~date ~~Act~~for ofthe ~~1934~~Special Meeting (the ~~"Exchange~~“Record ~~Act"~~Date”). orAt ~~otherwise~~the ~~subject~~Special toMeeting, the ~~liabilities~~holders of ~~that section~~36,619,411 ~~nor~~Shares ~~shall~~were ~~they~~present bein ~~deemed~~person ~~incorporated~~or represented by ~~reference~~proxy, inrepresenting ~~any~~approximately ~~filing~~85.02% ~~under~~of the ~~Securities~~voting ~~Act~~power of ~~1933~~the orShares as of the ~~Exchange~~Record ~~Act~~Date, ~~except~~which asconstituted ~~expressly~~a ~~set~~quorum. ~~forth~~Holders byof ~~specific~~approximately ~~reference~~80.14% inof ~~such~~the ~~filing~~outstanding Shares voted to adopt the Merger Agreement.

~~Item~~The ~~9.01~~following ~~Financial~~are ~~Statements~~the voting results of the proposals considered and ~~Exhibits~~voted on at the Special Meeting, each of which is described in detail in Poly’s definitive proxy statement, dated May 17, 2022, as amended and supplemented by an amendment dated June 13, 2022 filed by Poly with the Securities and Exchange Commission (the “Proxy Statement”).

The following exhibits are filed as part of this Current Report on Form 8-K:


	FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
Proposal 1: To adopt the Merger Agreement.	34,519,326	2,044,319	55,766	0

Proposal 1 was approved.

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to Poly’s named executive officers in connection with the merger of Merger Sub with and into Poly.	29,660,254	6,895,903	63,254	0

Proposal 2 was approved.

Exhibit Number			Description
99.1			Press release issued by Plantronics, Inc. on May 27, 2022, entitled "Poly Announces Fourth Quarter and Full-Year Fiscal 2022 Financial Results"
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Item 8.01

Other Events.

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated June 23, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:

May 27, 2022

PLANTRONICS, INC.

By:

/s/ Charles D. Boynton

Date: June 23, 2022

By:

/s/ Lisa Bodensteiner

Name:

~~Name:~~Lisa Bodensteiner

~~Charles D. Boynton~~

Title:

~~Title:~~Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

~~Executive Vice President and Chief Financial Officer~~

Filing Compare · PLANTRONICS INC /CA/