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(Address of principal executive offices) (Zip Code)
Telephone Number (i920) i969-6000
(Registrant’s telephone number, including
Area Code)
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 (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
Name of each exchange on which registered
iCommon Stock, $0.01 par value
iPLXS
iThe
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company 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 growth company i☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 14, 2024, at the Plexus Corp. (the "Company") 2024 annual meeting of shareholders (the "Annual Meeting"), the Company's shareholders approved the Plexus Corp. 2024
Omnibus Incentive Plan (the "2024 Plan"), which had previously been approved by the Company's Board of Directors (the "Board"), subject to shareholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.
The Company previously maintained the Plexus Corp. 2016 Omnibus Incentive Plan (the "2016 Plan"). Effective upon shareholder approval at the Annual Meeting, the 2024 Plan superseded and replaced the 2016 Plan, and the 2016 Plan was terminated. No new awards will be granted under the 2016 Plan. Awards currently outstanding under the 2016 Plan will remain outstanding under the 2016 Plan in accordance with
their terms.
The 2024 Plan is described in detail in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on December 16, 2023, under the caption "Proposal 4 - Approval of the Plexus Corp. 2024 Omnibus Incentive Plan", which description is incorporated herein by reference. A copy of the 2024 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the 2024 Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
On February 14, 2024, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”) to (a) amend Article II, Section 2.13 of the Bylaws
regarding advance notice provisions, including to align certain provisions with the Securities and Exchange Commission’s guidance regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (b) change the retirement age for directors to 75.
This description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
Proposal 1: The 10 individuals nominated by the Board for election as directors to serve until the Company's next annual meeting were elected by the Company’s shareholders with the following votes:
Director’s
Name
Authority Granted to Vote “For”
Authority Withheld
Joann M. Eisenhart
24,763,280
354,241
Dean A. Foate
24,589,379
528,142
Rainer Jueckstock
24,464,565
652,956
Todd
P. Kelsey
24,663,298
454,223
Randy J. Martinez
24,839,476
278,045
Joel Quadracci
24,598,318
519,203
Karen M. Rapp
24,834,322
283,199
Paul
A. Rooke
24,753,247
364,274
Michael V. Schrock
23,495,002
1,622,519
Jennifer Wuamett
24,625,660
491,861
***
Broker non-votes: 1,060,440 in the case of each director
Proposal
2: The advisory proposal to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation” in the proxy statement for the Annual Meeting, received the following votes:
Proposal 3:The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the
Company’s independent auditors for fiscal 2024 with the following votes:
As a result of the amendments to Article II of the Bylaws as discussed in Item 5.02 herein, to comply with the Securities and Exchange Commission's universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide the additional information required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended, to the Secretary of the Company by October 31, 2024.
Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
