PLT Plantronics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Plantronics, Inc.

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Poly Employee FAQ

Below please find a document that outlines employee questions related to the HP acquisition announcement and integration. Moving forward, please bookmark the HP Integration page and visit frequently to see the most up-to-date information. We will highlight the new questions each time we update this document.

Table of Contents:

The HP/Poly Deal

March 28, 2022 questions

Integration

April 20, 2022 questions

Offices

March 28, 2022 questions

April 20, 2022 questions

Table of Contents, cont’d:

Sales

Supply Chain

March 28, 2022 questions

Customers

March 28, 2022 questions

Partners

March 28, 2022 questions

Poly Stock

March 28, 2022 questions

April 20, 2022 questions

Compensation & Benefits (non-stock-related)

March 28, 2022 questions

Table of Contents, cont’d:

April 20, 2022 questions

Other

March 28, 2022 questions

April 20, 2022 questions

Poly and HP entered into a definitive merger agreement by which HP will acquire Poly in an all-cash transaction. This merger is expected to position the combined company as a global leader in enterprise-grade technology that will allow professionals to connect and work with each other anywhere and everywhere.

The merger agreement has been signed, but we are still operating as an independent company until the merger is completed, and it is still business as usual for Poly. The completion of the merger is subject to certain customary conditions, including obtaining required regulatory approvals and the approval of Poly’s stockholders. We will provide information as we know more, but the transaction is expected to close by the end of calendar 2022.

Until closing, it is business as usual for Poly. Both HP and Poly will continue to work as separate, independent companies and will continue their normal employee, customer, supplier and business partner interactions as they had been doing before this announcement.

Prior to closing, the companies are allowed to plan for integration but may not implement any plans until the closing has occurred.

We believe this is a compelling transaction for Poly and provides a number of benefits for our stockholders, holders of our equity awards, employees, customers and business partners.

First, combining with HP will allow us to go to market around the world at significantly greater scale, with a recognized market leader in bringing technology to the enterprise during a time of incredible transformation and disruption in the workplace.

On the product side, HP’s complementary and broad range of computing, device management, security, and digital solutions will give our combined companies a unique industry platform to address the ever-increasing need for sophisticated, and integrated, business infrastructure. Particularly as there is increased demand for remote and hybrid work solutions, the merging of our technologies is expected to super charge innovation for industry-leading solutions to better adapt to the evolving workspace from end-to-end.

As a business, this will afford us an opportunity to scale our business in new ways, and reach new markets and channels with a like-minded partner that brings highly complementary technologies and relationships to the table.

It also creates operational scale - for example, we expect to be in a different position when it comes to working with component suppliers, or transportation logistics providers, when we are part of an organization that generates significantly more revenue than Poly does on a standalone basis.

Finally, we share the same vision with the senior leaders at HP when it comes to transforming the future of work. Poly’s people, culture, and spirit of innovation are every bit as important to HP as our product roadmap.

Simply put, we believe combining our strengths with HP puts every one of us in a stronger competitive position, significantly increases our growth opportunities and creates significant differentiation with the ability to address customer demands with an unprecedented solution breadth for the hybrid work environment.

Poly’s leadership and Board believe that the combination of our two companies provide employees:

For additional Information on the treatment of Poly equity awards, see Q&As 12 and 32 below.

There will be no immediate impact to your role as a result of this transaction. Both Poly and HP will continue to operate as separate companies until the transaction closes - so it’s business as usual.

We will share updates as we are able to do so.

It is important to note that a key driver for the decision to acquire Poly was our people.

You have our commitment to communicate openly and regularly as we are able to do so, while adhering to all local employment regulations and practices.

Yes, we will continue our ordinary course of business and foundational to that is pursuing our vision, values, strategic imperatives, and asset management philosophy with the same passion, focus and dedication that we have been. Continuing our culture of teamwork, continuous improvement, accountability and value creation will be crucial to our continued success.

There will be no immediate impact to your direct reporting lines.

Poly’s existing leadership team will continue through closing, and both companies look forward to working together to build an integration plan over the coming months with the intention of rapidly and successfully implementing that plan after close.

Both companies have a history of treating employees who are impacted by a reduction in force with fairness and of providing severance that is consistent with the practices in the markets in which we operate. We expect, as part of our integration plan, to develop guidelines with respect to severance that treat employees impacted within both companies fairly.

No. Both Poly and HP will continue to operate as separate companies until the transaction closes—so it’s business as usual and all of your compensation and benefits remain under Poly’s compensation and benefits programs and plans. As a result, we do not anticipate making any adjustments to compensation or benefit programs for employees at Poly between now and the date the acquisition closes, other than those that might occur in the normal course of business for Poly.

Between now and closing, we will be engaging with HP and Poly’s integration planning teams to work toward a goal of harmonizing the compensation and benefit programs across the combined companies, which may require adjustments in some compensation and benefit programs. However, we will work toward ensuring that the combined companies’ compensation and benefit programs will be attractive and competitive in the markets in which we compete. Both companies regularly review market conditions and incentive practices to maintain market competitiveness. This practice will continue under the combined organization.

If the merger is completed, all outstanding shares of Poly stock will be converted into the right to receive $40.00 per share, irrespective of where Poly stock is trading on that date. Tax-qualified shares purchased under the ESPP may lose the favorable tax status when you receive your payment for your shares.

All unvested RSUs and PSUs granted prior to the signing of the merger agreement that are outstanding immediately prior to the closing of the merger will be cancelled and converted into the right to receive an amount in cash at the same value per share as Poly’s stockholders are receiving, with the amount of cash for such PSUs calculated based on actual performance. Any RSUs or PSUs granted during the period between the signing of the merger agreement and the closing of the merger will be converted into either (at HP’s election) (1) unvested cash at the same value per share as Poly’s stockholders are receiving (and for PSUs, calculated based on target performance) or (2) HP RSUs, in each case subject to the same vesting schedule as the equity award.

See Q&A 32 for a more detailed explanation of the treatment of Poly equity awards.

Solely as a result of the announcement of the merger, you are not restricted from buying or selling Poly stock between signing and closing, however securities laws and Poly’s trading policies continue to apply during this time (including those relating to the possession of material, nonpublic information and restrictions on those employees required to pre-clear and trade only during an open trading window). Please review Poly’s Insider Trading Policy for more Information regarding your responsibilities with regard to trading In Poly shares.

If you have any doubt about which group you are in or if you have any questions about whether you are aware of material non-public information, please send an inquiry to legal@poly.com and we’ll get back to you as quickly as possible.

Yes, if you participate in the Sales Incentive Plan, the terms and conditions and bonus structure will remain in place through closing of the transaction. Integration planning will address future structure of the sales plan and we will share that with you once completed.

We expect to implement and make refresh grants in the upcoming focal cycle generally consistent with last year’s cycle. We will provide more updates on the focal cycle as we have them.

Not at this time. Both Poly and HP will continue to operate as separate companies until the transaction closes—so it’s business as usual.

Not at this time. Both Poly and HP will continue to operate as separate companies until the transaction closes—so it’s business as usual.

HP will address this question as part of your onboarding process.

Not at this time. There are very strict regulations for companies during this interim period until close. Both Poly and HP will continue to operate as separate companies until the transaction closes—so it’s business as usual. We anticipate some employees will be asked to interact with HP employees as part of integration planning, but you should not initiate such interactions on your own unless expressly requested by the integration leads, and no customer proposals, pricing/product information or sensitive proprietary information can be shared with HP employees until the transaction closes.    

Public company acquisitions are typically structured as a merger because of the number of stockholders involved. This is a technical distinction, but for your purposes, it is most important to understand that Poly will merge with HP.

The merger agreement and other relevant documents have been filed by Poly with the Securities and Exchange Commission and are publicly available through the SEC’s web site at http://www.sec.gov.

Until the transaction closes, both companies will operate separately—so at this time you will remain a Poly employee and it will be business as usual.

Also, currently, both executive teams are focused on completing the initial steps of the merger. While the merger is being completed, we expect to immediately begin the process for determining these very important issues. No final decision has been made but we expect to be able to share these decisions over the next few months.

Until the transaction closes, both companies will operate separately—so it will be business as usual and you will continue working as you are now, either as a remote, hybrid or on-site worker.

If you are contacted by any member of the media or industry analyst community, simply thank them for their interest and refer the person directly to the appropriate contact at Poly, John Goodwin.

It’s natural to have questions about this, and we’re going to try to answer them as soon as we are able to do so. As the integration process gets underway, our goal is to communicate important progress on milestones to everyone. Employees can send questions to their managers.

No. Until the transaction closes, it’s business as usual.

Yes, a communication was sent out shortly after we entered into the merger agreement with HP to all customers and partners announcing the transaction.

We anticipate that our customers and partners will view this positively because this combination creates the opportunity for:

We expect that this announcement will generate more excitement with our business partners.

Until the merger is completed, it is “business as usual.” You can rely on the press release, customer and partner letters and this FAQ to share information. First and foremost, the top priority on both sides is to continue to provide our business partners and customers with consistent, high-quality service and support.

We will continue to utilize our normal leadership communication channels during this period. As we get additional information, we will provide updates and forums for discussion.

Poly offers both Performance Stock Units (PSUs) that are paid out based on stock price if Poly hits a certain performance target and Restricted Stock Units (RSUs) that pay out solely based on the stock price. Generally speaking, at or immediately prior to the effective time of the merger, Poly equity-based awards that are outstanding immediately prior to the effective time of the merger will be treated as follows:

Employees that do not have quarterly trading restrictions – this group of employees is free to trade in Poly stock. Of course, it is important to keep in mind the general rule that no one can trade in Poly stock if you are aware of any material non-public information.

Employees with quarterly trading restrictions – this group of employees can only trade during an open window and must get pre-approval before trading. The trading window is currently closed, and you are prohibited from trading in Poly stock until we release our Q4 earnings and file our Annual 10-K Report. We expect the next trading window to open by the end of May and you will be informed when this occurs. Please review Insider Trading Policy for more Information regarding your responsibilities with regard to trading In Poly shares.

If you have any doubt about which group you are in or if you have any questions about whether you are aware of material non-public information, please send an inquiry to legal@poly.com and we’ll get back to you as quickly as possible.

Yes, we are changing the bonus structure to simplify it for FY23. The FY23 bonus plan will pay out 25% of the annual target bonus each quarter and the new Q1 goal will be shared with eligible employees in mid-May after we obtain Board approval. This means there is no annual component in FY23. Also, the quarter in which the deal closes will have a prorated bonus. HP has a bonus program, but we don’t know the specifics yet of what our bonus program will look like once we join the HP family.

Nothing changes about your job or work habits in the near term. As we’ve said, it’s business as usual, with the same resources and teams as you know them, working the same way. At this point, it’s premature to discuss what the combination will look like—planning has just started and the reality is that legally speaking, we’ll operate as separate companies through closing, which is expected at the end of this calendar year. However, you are being represented by Poly’s integration office, which is working their way through all of the many questions like this that you have already raised, the focus of which will be adding resources and scale and improving your ability to work vs. restricting it.

At this time, no decisions have been made regarding our offices. As we’ve said, it’s business as usual, with the same resources and teams as you know them, working the same way. Until the transaction closes, both companies will operate separately—so it will be business as usual and you will continue working as you are now, either as a remote, hybrid or on-site worker.

The office continues to be an important space for teams to safely gather with purpose, and as we work through what our hybrid work environment looks like we are continuously evaluating our existing office spaces. However, you are being represented by Poly’s integration office, which is working their way through all of the many questions like this that you have already raised, the focus of which will be adding resources and scale and improving your ability to work vs. restricting it. We will continue to keep you updated on decisions made about office spaces as we work through what is in the best interest our people and Poly.

To help support you, we recently launched our HP Integration site on Wave to serve as one location to access the latest information, and submit all of your integration-related questions. We encourage you to bookmark the site and visit it frequently because we will be updating our employee FAQ regularly in the employee resources section.

All HP shipments to Russia and Belarus remain suspended, as does all advertising and marketing activity. HP has indicated that it stands with the global community in calling for an immediate end to the violence and the restoration of peace in the region.

Nothing changes about your job or work habits in the near term. As we’ve said, it’s business as usual, with the same resources and teams as you know them, working the same way. At this point, it’s premature to discuss what the combination will look like—planning has just started and the reality is that legally speaking, we’ll operate as separate companies through closing, which is expected at the end of this calendar year. However, you are being represented by Poly’s integration office, which is working their way through all of the many questions like this that you have already raised, the focus of which will be adding resources and scale and improving your ability to work, vs. restricting it.

At this point the WOW program will continue without change. We don’t yet know what will happen to the program or accumulated WOW points once the transaction closes, but we will share more information once we have it.

We encourage more in-person interactions when possible but please align with your manager on available budget. As Kim mentioned, we will also be launching a program for you to be reimbursed when you connect with colleagues over meals. Stay tuned for more details.

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Forward-Looking Statements

This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding: the acquisition of the Company (the “Transaction”), including the expected timing of the closing of the Transaction; the anticipated benefits of the Transaction and other considerations taken into account by Poly’s Board of Directors in approving the Transaction; and expectations for Poly prior to and following the closing of the Transaction. If any of these risks or uncertainties materialize, or if any of Poly’s assumptions prove incorrect, Poly’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions to the closing of the Transaction are not satisfied on a timely basis or at all, including the risk that the required approval from Poly’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained; potential litigation relating to the Transaction; uncertainties as to the timing of the consummation of the Transaction; the ability of each party to consummate the Transaction; the occurrence of any event, change or other circumstances that could give rise to the right to terminate the Transaction; possible disruption related to the Transaction to Poly’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 Poly’s business, operations and financial performance; the failure to realize anticipated benefits of the Transaction when expected or at all; and other risks and uncertainties detailed in the periodic reports that Poly files with the SEC, including Poly’s Annual Report on Form 10-K filed with the SEC on May 18, 2021, and Quarterly Reports on Form 10-Q filed with the SEC on July 30,

2021, October 28, 2021 and February 8, 2022, each of which may be obtained on the investor relations section of Poly’s website (https://investor.poly.com). All forward-looking statements in this communication are based on information available to Poly as of the date of this communication, and Poly 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.