UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2011
PLEXUS CORP.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-14423 | 39-1344447 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| One Plexus Way, Neenah, Wisconsin | 54956 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(920) 722-3451
(920) 722-3451
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2011 Annual Meeting of Shareholders of Plexus Corp. (the “Company”) on February 16,
2011 (the “2011 Annual Meeting”), the Company’s shareholders approved the amendment to, and
restatement of, the Company’s 2008 Long-Term Incentive Plan (the “LTIP”). The amendments expand
the types of financial metrics that may be used for performance-based awards under the LTIP and
make certain other non-material changes, as described in the Company’s Proxy Statement for the 2011
Annual Meeting. The full text of the LTIP is included as Appendix A to the Company’s Proxy
Statement, which was filed with the Securities and Exchange Commission on December 15, 2010, and is
incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2011 Annual Meeting on February 16, 2011. Below are the voting results
from the 2011 Annual Meeting:
Proposal 1: The nine management nominees for re-election to the Board of
Directors were
re-elected by the Company’s shareholders with the following votes:
| Authority | ||||||||
| Granted to | Authority | |||||||
| Director’s Name | Vote “For” | Withheld | ||||||
Ralf R. Boër |
31,802,689 | 3,882,008 | ||||||
Stephen P. Cortinovis |
34,679,409 | 1,005,288 | ||||||
David J. Drury |
33,975,152 | 1,709,545 | ||||||
Dean A. Foate |
34,754,945 | 929,752 | ||||||
Peter Kelly |
34,681,062 | 1,003,635 | ||||||
Phil R. Martens |
35,322,793 | 361,904 | ||||||
John L. Nussbaum |
34,061,322 | 1,623,375 | ||||||
Michael V. Schrock |
33,463,320 | 2,221,377 | ||||||
Mary A. Winston |
34,765,442 | 919,255 | ||||||
* * *
Broker non-votes: 3,188,044 in the case of each director
Proposal 2: The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP
as the Company’s independent auditor for fiscal 2011 with the following votes:
For: 38,063,103
|
Against: 746,854 | Abstain: 62,784 |
Proposal 3: The Company’s shareholders approved the amendment to, and restatement of, the
Company’s LTIP with the following votes:
| For: 32,478,078 Broker non-votes: 3,188,044 |
Against: 1,906,909 | Abstain: 1,299,710 |
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Proposal 4: 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 Company’s Proxy Statement for the 2011 Annual Meeting, received the following
votes:
| For: 33,131,856 Broker non-votes: 3,188,044 |
Against: 1,196,942 | Abstain: 1,355,899 |
Proposal 5: The advisory proposal to approve the future frequency of advisory votes on
executive compensation received the following votes:
| 1 Year: 22,625,594 | 2 Years: 115,322 | 3 Years: 11,620,493 | Abstain: 1,323,288 | |||||
| Broker non-votes: 3,188,044 | ||||||||
The Board expects to further consider and determine the frequency of future advisory votes on
executive compensation at its May 2011 meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Plexus Corp. 2008 Long-Term Incentive Plan, as amended and restated through February 16, 2011 (incorporated by reference to Appendix A of Plexus Corp.’s Proxy Statement for its 2011 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on December 15, 2010). |
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 17, 2011 |
PLEXUS CORP. (Registrant) |
|||
| By: | /s/ Angelo M. Ninivaggi | |||
| Angelo M. Ninivaggi | ||||
| Senior Vice President, General Counsel, Corporate Compliance Officer and Secretary | ||||
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