UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported):

~~Date~~July ~~of Report (Date of earliest event reported): June 23~~25, 2022

~~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)		(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

345 Encinal Street

Santa Cruz, California 95060

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

(831) 426-5858

(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))

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

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

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).

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

~~☐ Emerging~~Indicate 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).

~~☐ If~~Emerging ~~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~~If ~~5.07~~an ~~Submission~~emerging ofgrowth ~~Matters~~company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

OnItem ~~March 28, 2022, Plantronics, Inc~~1. ~~(“Poly”) announced its entry into an Agreement and Plan of Merger, dated as of March 25, 2022 (as it may be amended from time to time, the “Merger Agreement”), among HP Inc~~01. Entry ~~(“Parent”), Prism Subsidiary Corp., a wholly owned subsidiary of Parent (“Merger Sub”), and Poly. The Merger Agreement provides for Merger Sub to be merged with and~~ into ~~Poly, with Poly surviving as~~ a ~~wholly~~Material ~~owned~~Definitive ~~subsidiary of Parent (the “Merger”).~~ Agreement

On June 27, 2022, HP Inc. (“HP”) announced that it commenced (i) an offer to exchange (the “Exchange Offer”) any and all outstanding notes (the “Poly ~~held~~Notes”) aissued ~~Special~~by ~~Meeting~~Plantronics, ofInc. ~~Stockholders~~(“Poly” onor ~~June 23~~the “Company”) for up to $500,000,000 ~~2022~~aggregate principal amount of new notes to be issued by HP and cash and (ii) the related solicitation of consents (the “Consent Solicitation” and, attogether ~~9:00~~with ~~a.m.~~the Exchange Offer, ~~Pacific~~the ~~time~~“Exchange Offer and Consent Solicitation”) to adopt the Amendments (as defined below) to the indenture (the “~~Special~~Poly ~~Meeting~~Indenture”) governing the Poly Notes. The Exchange Offer and Consent Solicitation was commenced in connection with the pending acquisition of Poly by HP (the “Acquisition”), which is expected to be completed by the end of the calendar year 2022, subject to customary closing conditions, including regulatory approvals.

~~There~~On ~~were~~July 4319,~~072,542~~ ~~shares of common stock~~2022, ~~par~~HP ~~value~~announced ~~$0.01~~that ~~per share, of Poly (~~the ~~“Shares”),~~requisite ~~issued~~number ~~and outstanding as~~ of ~~April 28,~~consents ~~2022,~~have ~~the~~been ~~record~~received ~~date~~to ~~for~~adopt the ~~Special~~Amendments ~~Meeting~~with ~~(the~~respect ~~“Record~~to ~~Date”).~~all Atoutstanding ~~the~~Poly ~~Special Meeting~~Notes, ~~the~~which ~~holders~~results ofare ~~36,619,411~~based ~~Shares~~on ~~were~~early ~~present~~tenders in ~~person~~the orExchange ~~represented~~Offer byand ~~proxy,~~Consent ~~representing approximately 85~~Solicitation.~~02%~~ ofFollowing the ~~voting~~receipt ~~power~~ of the ~~Shares~~requisite asconsents, ofon ~~the~~July ~~Record~~25, ~~Date~~2022, ~~which~~Poly ~~constituted~~entered into a ~~quorum.~~supplemental ~~Holders~~indenture of(the ~~approximately~~“Supplemental ~~80.14%~~Indenture”) ofto the ~~outstanding~~Poly ~~Shares~~Indenture ~~voted~~implementing ~~to adopt~~ the ~~Merger Agreement~~Amendments.

The ~~following~~proposed ~~are~~amendments (the ~~voting~~“Amendments”) ~~results~~contained ofin the ~~proposals~~Supplemental ~~considered~~Indenture ~~and~~will ~~voted~~amend onthe atPoly Indenture to, among other things, eliminate from the ~~Special~~Poly ~~Meeting~~Indenture (i) substantially all of the restrictive covenants, ~~each~~(ii) certain of the events which ismay ~~described~~lead into ~~detail~~an in“Event of Default”, (iii) the restrictions on Poly’s ~~definitive~~consolidating ~~proxy~~with ~~statement~~or merging into another person or conveying, ~~dated~~transferring ~~May 17~~or leasing all or any of its properties and assets to any person, ~~2022~~(iv) the reporting covenant and (v) the obligation to offer to purchase the Poly Notes upon certain change of control transactions (including the Acquisition). The Amendments will only become operative upon the settlement of the Exchange Offer, which is expected to occur promptly after the Expiration Date (as ~~amended~~defined ~~and~~in ~~supplemented~~the byexchange anoffer ~~amendment~~memorandum and consent solicitation statement, dated June 13 27, 2022 ~~filed~~and byas ~~Poly~~amended ~~with~~from ~~the~~time ~~Securities~~to time) and ~~Exchange~~no ~~Commission~~earlier (than the ~~“Proxy~~closing ~~Statement”)~~date of the Acquisition.

	FOR	AGAINST	ABSTAIN	BROKERNON-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.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

InItem ~~light of the approval of Proposal 1, Proposal~~ 3.03. Material ~~described~~Modification ~~in the Proxy Statement (relating~~ to ~~the~~Rights ~~adjournment~~ of ~~the~~Security ~~Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.~~ Holders

The information set forth above under Item 81.01 ~~Other~~with ~~Events~~respect to the Supplemental Indenture is hereby incorporated by reference into this Item 3.03.

OnForward-Looking ~~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.~~ Statements:

~~Item~~This 9communication contains forward-looking statements that involve risks and uncertainties, including statements regarding: the Acquisition, including the expected timing of the closing of the Acquisition; the anticipated benefits of the Acquisition and other considerations taken into account by the Board of Directors of the Company in approving the Acquisition; and expectations for the Company prior to and following the closing of the Acquisition.01 If any of these risks or uncertainties materialize, or if any HP’s or Poly’s assumptions prove incorrect, the Company’s actual results could differ materially from the results expressed or implied by these forward-looking statements. ~~Financial~~Additional ~~Statements~~risks and ~~Exhibits~~uncertainties include those associated with: the possibility that the conditions to the closing of the Acquisition are not satisfied on a timely basis or at all, including the risk that required regulatory approvals to consummate the Acquisition are not obtained; potential litigation relating to the Acquisition; uncertainties as to the timing of the consummation of the Acquisition; the ability of each party to consummate the Acquisition; the occurrence of any event, change or other circumstances that could give rise to the right to terminate the Acquisition; possible disruption related to the Acquisition to the Company’s current plans and operations, including through the loss of employees, customers and business partners; economic, market, business or geopolitical conditions (including resulting from the COVID-19 pandemic, supply chain disruptions, or the military conflict in Ukraine and related sanctions against Russia and Belarus) or competition, or changes in such conditions, negatively affecting the Company’s business, operations and financial performance; the failure to realize anticipated benefits of the Acquisition when expected or at all; and other risks and uncertainties detailed in the periodic reports that the Company files with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2022, which may be obtained on the investor relations section of the Company’s website (https://investor.poly.com). All forward-looking statements in this communication are based on information available to the Company as of the date of this communication, and the Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.	Description
Exhibit Number		Description
99.1	Press Release, dated June 23, 2022
4.1		First Supplemental Indenture, dated as of July 25, 2022, to the Indenture, dated March 4, 2021, by and among Plantronics, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	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.

PLANTRONICS, INC.

Date:

July 27, 2022

PLANTRONICS, INC.

Date: June 23, 2022

By:

/s/ Lisa Bodensteiner

By:

/s/ Lisa Bodensteiner

~~Name:~~

~~Lisa Bodensteiner~~Name:

Lisa Bodensteiner

~~Title:~~

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

Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

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