PLT Plantronics Inc

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Plantronics, Inc. (the “Company”) will be held virtually at 10:00 a.m. PDT on Monday, August 22, 2022.

Our Board of Directors (our “Board”) is soliciting proxies for the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. Your vote is very important to us.

The record date for determining stockholders entitled to vote at the Annual Meeting has been fixed at the close of business on July 8, 2022 (the “Record Date”). As of the Record Date, 43,712,738 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were outstanding and entitled to be voted. Every stockholder will be entitled to one vote for each share of Common Stock recorded in his or her name on the Company’s books as of the Record Date. The Company mailed this Proxy Statement and the related form of proxy (the “Proxy”) on or about July 25, 2022.

The Company’s Annual Report to Stockholders for the fiscal year ended April 2, 2022, including financial statements and the report of the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, is neither a part of this Proxy Statement nor incorporated herein by reference.

Please follow the instructions provided below to attend the Annual Meeting.

We will pay the costs of soliciting proxies from stockholders. We have engaged Innisfree M&A Incorporated to assist with the solicitation of proxies and provide proxy-related advice and informational support. Fees for these services, plus customary disbursements, are not expected to exceed $20,000. We may also compensate brokerage firms and other persons representing beneficial owners of shares for their customary fees and expenses in forwarding the voting materials to beneficial owners. Our directors, officers and regular employees may solicit proxies on our behalf, without additional compensation, personally or by telephone.

We are incorporated in the State of Delaware under the name Plantronics, Inc. In March 2019, we announced our re-branding under which we began to market ourselves as “Poly” although currently we continue to retain “Plantronics, Inc.” as our corporate name. On May 24, 2021, we changed our ticker symbol on the New York Stock Exchange (“NYSE”) from “PLT” to “POLY.” We will refer to ourselves as the “Company” throughout this Proxy Statement or “Plantronics,” or “Poly” when appropriate. Our principal executive offices are located at 345 Encinal Street, Santa Cruz, California 95060. Our telephone numbers are (831) 420-3002 and (800) 544-4660. Our website is www.poly.com.

POTENTIAL IMPACT OF THE PROPOSED MERGER WITH HP INC. ON THE ANNUAL MEETING

As previously disclosed, Poly has entered 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”), with HP Inc. (“HP”) and Prism Subsidiary Corp., a wholly owned subsidiary of HP (“Merger Sub”). The Merger Agreement provides for the acquisition of Poly by HP by way of a merger of Merger Sub with and into Poly, with Poly surviving as a wholly owned subsidiary of HP (the “HP Merger”).

We held a Special Meeting of Stockholders on June 23, 2022 (the “Special Meeting”) to adopt the Merger Agreement and approve other related actions. Our stockholders voted to adopt the Merger Agreement, which was a condition to completing the HP Merger. No other action by our stockholders is required with respect to the HP Merger; accordingly, no action will be taken at the Annual Meeting with respect to, and no proxy is being solicited by this Proxy in connection with, the HP Merger. The closing of the HP Merger remains subject to satisfaction of remaining regulatory approvals and other remaining customary closing conditions, and we expect the HP Merger to close in the second half of calendar year 2022. For more information on the Merger Agreement and the HP Merger, please refer to our other relevant filings with the SEC.

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Upon the completion of the HP Merger, Poly will cease to be a publicly traded corporation and each share of our common stock outstanding at such time will be cancelled and converted into the right to receive $40.00 in cash, without interest and subject to any applicable withholding taxes, on the terms and subject to the conditions set forth in the Merger Agreement. We expect that the members of the Board of Directors of Poly will not continue in their roles after the HP Merger and the independent registered public accounting firm of Poly will no longer serve in this capacity.

If the HP Merger is completed prior to the scheduled date of our Annual Meeting on August 22, 2022, we will not hold the Annual Meeting. The completion of the HP Merger will be disclosed on a Current Report on Form 8-K we will file with the SEC at that time.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING

How do I attend and participate in the Annual Meeting online?

To ensure the continued health and well-being of our employees, directors, stockholders and other stakeholders in light of the continuing impacts of COVID-19 and local health and safety guidelines, our Annual Meeting will be conducted in a virtual-only format over the internet via live webcast. There will not be a physical location for the Annual Meeting, and you will not be able to attend in person. In addition, we may continue to hold our annual meetings using a virtual-only format in future years, even after the pandemic. We believe the virtual format allows us to communicate effectively and efficiently with our stockholders while enhancing attendance and participation regardless of where a stockholder resides. Additionally, a virtual meeting will enable us to conduct the Annual Meeting with a reduced carbon footprint and less environmental impact than an in-person meeting.

Any stockholder (or their authorized representatives) can virtually attend the Annual Meeting live online at www.proxypush.com/POLY. All stockholders must preregister at to attend the Annual Meeting at www.proxydocs.com/POLY. We intend to hold our virtual Annual Meetings in a manner that affords stockholders the same general rights and opportunities to participate, to the greatest extent possible, as they would have at an in-person meeting. Accordingly, stockholders may vote and submit questions while attending the meeting online. See below “How do I ask questions at the Annual Meeting?”

The Annual Meeting will be held live via the Internet on Monday, August 22, 2022 at 10:00 a.m. Pacific Time. We encourage you to access the webcast prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time and you should allow ample time for the check-in procedures.

Participation in and attendance at the Annual Meeting is limited to our stockholders of record as of the Record Date of July 8, 2022, and other persons holding valid proxies for the Annual Meeting. All stockholders must preregister to attend the Annual Meeting at www.proxydocs.com/POLY. All instructions for the virtual meeting are available during the registration process and included on the registration confirmation email, as well as the email received one-hour prior to the start of the Annual Meeting with stockholders unique access link to enter the Virtual Meeting. To be admitted to the Annual Meeting at www.proxypush.com/POLY, you must enter the control number included on the proxy card if you are a stockholder of record of shares of common stock (as defined below), or included with your voting instructions received from your broker, bank or other agent if you hold your shares of common stock in “street name” (as defined below). If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you may also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the attendance process. All technical support information will also be included on the emails received after registration.

How do I ask questions at the Annual Meeting?

As part of the Annual Meeting, we will hold a question and answer session. Stockholders may submit questions prior to the meeting during the registration process. Stockholders may submit questions during the Annual Meeting at www.proxypush.com/POLY. If you wish to submit a question during the Annual Meeting, log into the virtual meeting website using your control number [contained on your proxy card],

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type your question into the “Ask a Question” field and click “Submit.” Only questions that are pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. If we receive substantially similar questions, we will group them together to avoid repetition. We will endeavor to answer as many questions related to the business of the Annual Meeting that comply with our Annual Meeting Rules of Conduct, which will be available on the Annual Meeting platform at www.proxypush.com/POLY. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, then we will post answers to a representative set of such questions at https://investor.poly.com. The questions and answers will be available as soon as practicable after the Annual Meeting. We ask that all stockholders provide their name and contact details when submitting questions through the virtual Annual Meeting platform, so that we may address any individual concerns or follow up matters directly.

We want to ensure that our stockholders are afforded the same rights and opportunities to participate as if they were attending an in-person meeting, so our Board, certain members of our executive leadership team and representatives of PricewaterhouseCoopers LLP, our independent auditors, will all join the virtual Annual Meeting and be available for questions.

What if I need technical assistance during the Annual Meeting?

Beginning at approximately 9:45 a.m. Pacific Time on the date of the Annual Meeting, there will be a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform while logging in or during the meeting time, you should refer to the technical support number included in the meeting access email all pre-registered stockholders will receive approximately one hour prior to the start of the Annual Meeting. Alternatively, stockholders may utilize the link on the Annual Meeting platform titled “Having trouble? Please view the Meeting Access FAQs Guide”, this will have many FAQs as well as a technical support number that can be called before or during the Annual Meeting.

Who can vote?

Our Board has set July 8, 2022 as the Record Date for the Annual Meeting. All stockholders of record who owned shares of our common stock at the close of business on the Record Date may attend and vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held on each of the matters to be voted. Stockholders may not cumulate their votes for the election of directors. At the close of business on the Record Date, there were 43,712,738 shares of our common stock outstanding.

How many votes are required to conduct business at the Annual Meeting?

The required quorum for the transaction of business at the Annual Meeting is the presence in person or by proxy of a majority of shares of common stock issued and outstanding on the Record Date. Shares voted “FOR,” “AGAINST” or “ABSTAIN” and broker non-votes, if any, with respect to any proposal are treated as being present at the Annual Meeting for purposes of establishing a quorum.

How are abstentions and broker non-votes treated?

A broker non-vote occurs when a nominee holding shares for a beneficial owner is not permitted to vote on a particular proposal because such proposal is deemed non-routine, meaning that the nominee does not have discretionary voting power with respect to that item, and the nominee has not received instructions from the beneficial owner. Proposal Two, Ratification of Appointment of Independent Registered Public Accounting Firm, is the only routine matter for which nominees may have discretionary voting power. Broker non-votes are not treated as votes cast and therefore will have no effect on the outcome of the vote on any of the proposals included in this Proxy Statement.

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How many votes are required to approve a proposal?

How does the board recommend I vote on each of the proposals?

The Board recommends that you vote:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Set forth below are certain distinctions between stockholders of record and those whose shares are owned beneficially or in “street name”:

Stockholder of Record. If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered the stockholder of record with respect to those shares

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and the proxy materials are being sent directly to you by us. As the stockholder of record, you may grant your voting proxy directly to the proxyholders nominated by the Board (the “Proxyholders”) by voting over the Internet, by telephone, or by returning a completed proxy card. The Board has named David M. Shull, Charles Boynton and Lisa Bodensteiner as the Proxyholders for the Annual Meeting.

Beneficial Owner. Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker, bank or nominee. The proxy card contains instructions on how to vote your shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote on matters at the Annual Meeting and are also invited to attend the Annual Meeting. Since you are not the stockholder of record, you may vote your shares online during the Annual Meeting only by using your 16-digit control number or by following instructions from your broker, bank or other nominee.

Can I vote my shares at the Annual Meeting if I have already voted or submitted a proxy for my shares?

You may attend the Annual Meeting virtually and vote at the meeting even if you have already voted or submitted a proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke your proxy. If a bank, broker or other nominee holds your shares in “street name” and you wish to attend, and vote at, the virtual Annual Meeting, then you must follow the instructions from your broker, bank or other nominee.

If you choose to vote virtually at the Annual Meeting either as a stockholder of record or as a holder in “street name,” then please have your 16-digit control number accessible.

EVEN IF YOU CURRENTLY PLAN TO ATTEND AND VOTE AT THE ANNUAL MEETING, WE RECOMMEND YOU ALSO SUBMIT YOUR PROXY AS DESCRIBED BELOW SO THAT YOUR SHARES WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS IF YOU LATER DECIDE NOT TO ATTEND.

How can I vote?

Stockholder of Record. Registered stockholders may vote by one of the following methods:

 

INTERNET		PHONE		MAIL		ONLINE AT THE VIRTUAL ANNUAL MEETING
Go to: www.proxypush.com/POLY		Call toll-free: 1-866-634-0829		Cast your vote by completing, signing and dating the card where indicated and by thereafter timely mailing or otherwise returning the card in the enclosed, prepaid, pre-addressed envelope.		Attend the Annual Meeting virtually by logging into www.proxypush.com/POLY. All stockholders must pre-register to attend the Annual Meeting at www.proxydocs.com/POLY.

Please note that the Internet and telephone voting facilities for registered stockholders will close at 8:59 p.m. Pacific Daylight Time on August 21, 2022. If you are voting by paper proxy card, then it must be mailed in time to be received in time to be counted at the Annual Meeting.

Beneficial Owner. If your shares are held not in your name, but rather by a broker, bank or other nominee, then you must follow the instructions you receive from your broker, bank or other nominee in a timely manner to

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ensure your vote is cast. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must follow the instructions from your broker, bank or other nominee

Subject to instructions provided by your broker, bank or other nominee, as a beneficial owner you may typically vote by one of the following methods:

MAIL		METHODS LISTED ON THE VOTING INSTRUCTION CARD		ONLINE AT THE VIRTUAL ANNUAL MEETING WITH A LEGAL PROXY FROM THE RECORD HOLDER
		or
You may vote by completing, signing, dating and timely returning your voting instruction card in the enclosed prepaid, pre-addressed envelope.		Refer to the materials provided by your bank, broker or other nominee, to determine whether you may vote by telephone or via the Internet, and timely follow such instructions.		Please follow the instructions from your bank, broker or other nominee.

All shares entitled to vote and that are represented by properly and timely completed and delivered proxies that are not properly revoked before the Annual Meeting will be voted at the Annual Meeting, as instructed. If you are a stockholder of record and timely submit a properly signed and dated proxy but do not indicate how your shares should be voted on a matter, then the shares represented by your returned proxy will be voted as the Board recommends.

What happens if additional proposals are presented at the Annual Meeting?

Except for the proposals described in this Proxy Statement, we do not expect any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as Proxyholders will have the discretion to vote your shares on additional matters, if any, properly presented for a vote at the Annual Meeting to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Under our bylaws, the deadline has passed for notifying us of additional proposals to be presented at the Annual Meeting by stockholders.

Can I change my vote?

You may change your proxy instructions at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may change your vote by: (i) executing a new proxy bearing a later date (which automatically revokes the earlier proxy) and delivering it to the Corporate Secretary at our principal executive office located at 345 Encinal Street, Santa Cruz, California 95060 prior to the vote at the Annual Meeting; (ii) voting again on a later date via the Internet or by telephone (however, only your latest proxy timely submitted prior to the Annual Meeting will be counted); (iii) advising the Corporate Secretary that you revoke your proxy by providing notice at our principal executive office at the address stated above, in writing, before the vote at the Annual Meeting; or (iv) attending the virtual Annual Meeting and voting. For shares you hold beneficially, you may change your vote by following the instructions from your broker, bank or other nominee. Attendance at the virtual Annual Meeting, without casting a vote, will not cause your previously granted proxy to be revoked.

What happens if I do not cast a vote?

If you hold your shares in “street name” and you do not instruct your broker, bank or other nominee how to vote, your broker will have discretion to vote your shares only on Proposal Two, Ratification of Appointment of

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Independent Registered Public Accounting Firm. No other votes will be cast on your behalf. If you are a stockholder of record and fail to timely return your proxy or vote at the Annual Meeting, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. If you are a stockholder of record and you return, in a timely manner, a properly executed proxy without indicating how you wish to vote, your shares will be voted in accordance with the Board’s recommendations.

What is the impact of the HP Merger on the Annual Meeting?

Upon the completion of the HP Merger, Poly will cease to be a publicly traded corporation and each share of our common stock outstanding at such time will be cancelled and converted into the right to receive $40.00 in cash, without interest and subject to any applicable withholding taxes, on the terms and subject to the conditions set forth in the Merger Agreement. We expect that the members of the Board of Directors of Poly will not continue in their roles after the HP Merger and the independent registered public accounting firm of Poly will no longer serve in this capacity.

If the HP Merger is completed prior to the scheduled date of our Annual Meeting on August 22, 2022, we will not hold the Annual Meeting. The completion of the HP Merger will be disclosed on a Current Report on Form 8-K we will file with the SEC at that time.

For more information on the Merger Agreement and the HP Merger, please refer to our other relevant filings with the SEC, including the Definitive Proxy Statement on Schedule 14A dated May 17, 2022, as amended on June 13, 2022.

How can I request materials or information referred to in these questions and answers?

You may contact us:

Poly

345 Encinal Street

Santa Cruz, California 95060

Attn: Investor Relations

We encourage you to conserve natural resources and reduce printing and mailing costs by using electronic delivery of stockholder communications materials. If you have questions about electronic delivery, please call our Investor Relations office at the number above. To sign up for electronic delivery:

Stockholder of Record. If you are a stockholder of record (you hold Company shares in your own name through our transfer agent, Computershare Trust Company, N.A., or you have stock certificates), visit www.proxyvote.com to enroll.

Beneficial Owner. If you are a beneficial owner (your Company shares are held by a broker, bank or other nominee), visit www.proxyvote.com to learn more about your electronic delivery options and enroll.

What is “householding”?

We generally send a single set of proxy materials and other stockholder communications to households at which two or more stockholders reside unless we receive contrary instructions. This process is called “householding.” If your proxy materials are being householded and you wish to receive separate copies, or, if you are receiving multiple copies and would like to receive a single copy, contact our Investor Relations office by mail, telephone or email, as described above. If you would like to opt out of this practice for future mailings, please contact us at Poly, 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations, or by phone at (831) 420-3002 and ask for Investor Relations.

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What is the deadline for receipt of stockholder proposals for the 2023 Annual Meeting of Stockholders?

You may present proposals for action at such future stockholder meeting only if you comply with the requirements of the proxy rules established by the Securities and Exchange Commission (the “SEC”) and our bylaws. For a stockholder proposal to be included in our Proxy Statement and form of proxy for our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), if applicable, under rules adopted under the Securities Exchange Act, we must receive the proposal no later than March 27, 2023. In addition, to comply with universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act not later June 23, 2023.

Stockholders wishing to present business at an annual meeting may do so by filing with the Corporate Secretary a “Business Solicitation Statement,” containing, among other things, certain information about the business the stockholder intends to bring before the annual meeting and the stockholder proposing such business. Stockholders wishing to nominate a director for election to the Board may do so by filing with the Corporate Secretary a “Nominee Solicitation Statement” containing, among other things, certain information about the nominee and the stockholder nominating such nominee.

For our 2023 Annual Meeting, the Business Solicitation Statement or the Nominee Solicitation Statement, as applicable, must be filed with our Corporate Secretary not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the one-year anniversary of the preceding year’s annual meeting of stockholders. In the event that no annual meeting was held in the previous year, or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be received by the Corporate Secretary not later than the 10^th day following the day on which a public announcement (as described in the bylaws) of the date of such meeting is first made by us.

Our bylaws contain additional details about requirements for the Business Solicitation Statement and the Nominee Solicitation Statement as well as certain procedural requirements for the proposal of business and the nomination of directors. You should also review our Corporate Governance Guidelines and our Director Candidates Nomination Policy which contain additional information about the nomination of directors. Our bylaws, Corporate Governance Guidelines and Director Candidates Nomination Policy are available on the Corporate Governance portal of the Investor Relations section of our website at http://investor.poly.com/govdocs (the “Governance Portal”).

The Company’s bylaws permit “proxy access” by which eligible stockholders may nominate director candidates for inclusion in our Proxy Statement and proxy card. Proxy access may be used by a stockholder or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the conditions, including, without limitation, the advance notice requirements, specified in the bylaws. The Company believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without significant economic interest in the Company or those driven by short term goals.

If the HP Merger is completed prior to the scheduled date of our 2023 Annual Meeting, we will not hold the 2023 Annual Meeting.

What is the date of our fiscal year end?

Our fiscal year ends on the Saturday closest to the last day of March. The years ended April 2, 2022 (“Fiscal Year 2022”) and March 28, 2020 (“Fiscal Year 2020”) each had 52 weeks. The year ended April 3, 2021 (“Fiscal

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Year 2021”) had 53 weeks. Some of the information provided herein is stated as of the end of our Fiscal Year 2022 and some information is provided as of a more current date in accordance with applicable legal requirements.

Who should I contact if I have questions?

If you have any questions, or need assistance voting your shares, please contact the firm assisting us in the solicitation of proxies:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call toll-free: (877) 456-3427

Banks and brokers call collect: (212) 750-5833

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CORPORATE GOVERNANCE

Strong corporate governance is an integral part of our core values. Our Board is committed to good corporate governance practices and seeks to represent stockholders’ best interest through the exercise of sound judgment. To achieve this, the Board has established corporate governance policies and procedures that provide the framework for the governance of the Board and the Company which are available on the Governance Portal. The Governance Portal includes the Corporate Governance Guidelines, Access to Board of Directors Policy, Director Candidates Nomination Policy, Bylaws, Board Committee Charters, Code of Conduct and the link to Report Accounting Issues for reporting issues regarding accounting, internal accounting controls, auditing and other business conduct. These policies are also available in print to any stockholder by making a written request addressed to Poly, 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations.

CORPORATE GOVERNANCE HIGHLIGHTS
Board Composition & Independence		Board & Committee Practices		Stockholder Rights		Key Board/ Committee Oversight Areas		Compensation Governance
Committed to Board diversity; two female and three ethnically diverse directors		Annual board & committee self-evaluation process		Annual election of all directors		Long-term strategic plans and capital allocation		Clawback of Executive incentive-based compensation, including performance-based equity awards and cash incentive awards
90% independent board*		Regular board refreshment		No poison pill		Enterprise risk management, including cybersecurity		Robust stock ownership guidelines for Executives and Directors
100% independent committees		Regular focus on strategic planning		No preferred stock issued		Commitment to environmental, social and governance (“ESG”) policies and practices		Anti-hedging, anti-short sale and anti-pledging policies applicable to all employees and directors
Separate CEO & independent Board chair		Active consideration of diversity in director recruiting/nomination process		Majority vote standard in uncontested elections with a director resignation policy		Environmental stewardship & sustainability		Double-trigger change-in-control benefits
Healthy mix of tenure		Annual review of CEO’s performance		Stockholder proxy access rights		Diversity and inclusion, equity in business practices, and safe and secure workplaces		Annual say-on-pay stockholder advisory vote
Regular director executive sessions without the presence of management		Limits on director and CEO public company board service		No super-majority voting requirements		Human capital management		FY22 Pay-for-performance: • Multiple financial metrics and rigorous performance goals • 70% of NEO compensation was tied to performance-based stock unit awards • Cash bonus programs were tied to Company financial targets

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Code of Conduct

We have a Code of Conduct (the “Code”) that applies to all employees, our executive officers and our directors to ensure that our business is conducted in a consistently legal and ethical manner. The Code forms the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a Company-wide focus on uncompromising integrity in every aspect of our operations. Our Code covers many topics, including no tolerance for discriminatory or harassing conduct, compliance with antitrust and competition laws, avoiding conflicts of interest, protection of confidential information, and compliance with all laws and regulations applicable to the conduct of our business. Any modification or waiver of any provision of the Code for a director or executive officer must be approved in writing by the Board. If required under applicable law, modifications and waivers will be promptly disclosed to our stockholders by posting on our website.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code. Our Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees or others of concerns regarding questionable accounting or auditing matters. Information on how to submit any such communications can be found on the Governance Portal.

We also are committed to responsible manufacturing of our products and responsible sourcing of materials. We require our suppliers to share in this commitment and have established the Supplier Code of Conduct, which outlines our expectations of Poly suppliers in conducting business in a legal, ethical, and responsible manner.

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For further information on our Code, our Supplier Code of Conduct and other related policies, see our Governance Portal.

Ethics Hotline Policy

Our Audit Committee has established a third-party hosted ethics hotline and website available to all employees, stockholders, and the general public for the anonymous submission of suspected legal, ethical or other violations, including accounting, internal controls, auditing matters and other business conduct at the Company. Our Code expressly provides for non-retaliation for good faith reporting. For further information see the Code or Report Accounting Issues link on the Governance Portal.

Related Person Transaction Procedures

We have related person transaction procedures which apply to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person (as defined under Item 404(a) of Regulation S-K) has a direct or indirect material interest which is required to be disclosed under such Regulation. Transactions that fall within this definition are referred to the Audit Committee for approval, ratification, or other action. Based on its consideration of all of the relevant facts and circumstances, the Committee decides whether or not to approve a related party transaction and approves only those transactions that are in the best interests of the Company. In the course of its review and approval or ratification of such a transaction, the Audit Committee considers:

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Director Independence

In accordance with Corporate Governance Guidelines and our Director Candidates Nomination Policy (each of which is available on our Governance Portal), our Board has adopted a formal set of guidelines with respect to the determination of director independence, which conform to the independence requirements of the NYSE listing standards. In accordance with these guidelines, an independent director or nominee must be determined to have no material relationship with the Company other than as a director. These guidelines specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company or its independent registered public accounting firm. They also prohibit Audit, N&CG and LD&C Committee members from having any direct or indirect financial relationship with the Company. In addition, directors may not be given personal loans or extensions of credit by the Company pursuant to SEC’s requirements, and all directors are required to deal at arm’s length with the Company and its subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

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In accordance with these guidelines, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates in each of the most recent three completed fiscal years. The Board also considered whether there were any transactions or relationships between the Company and a director or any members of a director’s immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder). In particular, the Board considered the relationship between Daniel Moloney and Siris Capital Group, LLC (“Siris”) and its wholly-owned subsidiary, Triangle Private Holdings II, LLC (“Triangle”). Siris acquired Polycom, Inc. (“Polycom”) immediately prior to the Company’s Acquisition of Polycom on July 2, 2018, Triangle was Polycom’s sole stockholder and, pursuant to the Company’s Stock Purchase Agreement with Triangle, Triangle owned approximately 17.8% of Plantronics’ issued and outstanding stock. However, Triangle sold all of its Plantronics stock in two block sales to a broker-dealer on August 27, 2020 and November 23, 2020. As a result of the first block sale, one of the directors previously appointed to Plantronics’ Board resigned pursuant to the Stockholder Agreement with Triangle. The second director, Mr. Moloney entered into a waiver and acknowledgement on August 26, 2020, whereby the Board agreed to retain Mr. Moloney in his capacity as an individual director and not a representative of Triangle. In determining whether Mr. Moloney qualified as an independent director, the Board considered the fact that Triangle and Siris sold all of their holdings in the Company’s stock as of November 23, 2020, and that Mr. Moloney has not received compensation from the Company (other than in his capacity as a member of the Board) or any of its affiliates, including Polycom, since July 2, 2018. The Board also considered the Company’s relationship with Digital River, Inc., a vendor with whom the Company had an existing relationship prior to the acquisition of Polycom for e-commerce services, and which is a wholly-owned subsidiary of Siris. As a consequence of this relationship, Digital River is considered a related party under ASC 850, Related-Party Disclosures. The Company had immaterial transactions with Digital River during Fiscal Years 2022, 2021 and 2020. Accordingly, after considering the independence rules of the NYSE, discussions with members of the Board, and consideration of other relevant facts and circumstances of Mr. Moloney’s relationship to the Company, the N&CG Committee and the Board determined that Mr. Moloney has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and deemed that he would qualify as an independent director effective as of July 3, 2021.

As of result of this review, the Board has determined that, except for David M. Shull (who was appointed as CEO on September 8, 2020), none of our other director nominees standing for re-election has a material relationship with the Company (directly or indirectly through applicable relatives as a partner, stockholder, or officer of an organization that has a relationship with the Company), other than as a director of the Company. The Board has further determined that all of our current directors, other than Mr. Shull who is considered not to be independent because of his employment with the Company, are independent under the listing rules of the NYSE and the Company’s Corporate Governance Guidelines and Director Candidates Nomination Policy.

Board Leadership Structure

Our Corporate Governance Guidelines require that the roles of Chairman and the CEO be separate. Historically, the Company has had different persons serving in these positions, except for a period of approximately seven months as noted below where Robert Hagerty, the Board’s Chair, served as Interim CEO while the Board conducted a search for a new permanent CEO.

The Board’s current leadership structure is characterized by:

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The Chairman is, at all times, selected from our independent non-employee directors. Notwithstanding the foregoing, if at any time the CEO either resigns or is terminated as, or otherwise is not able to perform the function of, the Company’s CEO for any reason, then the Board may appoint the Chairman or another Board member to act as an Interim CEO, and in such event, the offices of the Chairman and the CEO may be held by the same person until such times as a replacement CEO is appointed. In such event, the Board is required to appoint, as soon as reasonably practicable, a non-employee Director to serve as the Board’s Lead Independent Director to perform the functions as described in the Company’s Lead Independent Director Charter (located on the Governance Portal) for the period of time that the Chairman and CEO positions remain combined.

The Board also believes that the Company’s corporate governance measures ensure that strong, independent directors continue to effectively oversee the Company’s management and key issues related to executive compensation, CEO evaluation and succession planning, strategy, risk, and integrity. The Corporate Governance Guidelines provide, in part, that:

Another key responsibility of the Board is ensuring that an effective process is in place to provide continuity of leadership over time at all levels within the Company. Annually, the Board, either directly or through its LD&C Committee, conducts a review on succession planning. During this review, the Board may discuss a variety of topics, including future candidates for senior leadership positions, succession timing for those positions, and development plans for candidates believed to have the highest potential. The Board or any of the directors may identify, evaluate or nominate potential successors to the CEO and may similarly do so for other senior leadership positions. This process promotes continuity of leadership over the long-term and forms the basis on which we make ongoing leadership assignments.

Board and Committee Meetings and Attendance

The Board held 14 meetings during Fiscal Year 2022. The directors met five times in executive session without the CEO present. During each member’s tenure on the Board in the last fiscal year, each director attended more than 90% of the aggregate number of Board and applicable Committee meetings.

Our Board is responsible for providing oversight over the Company’s business, including the strategic direction, as well as the management and financial and operational execution to best support the business for long-term success. To effectively support all of its responsibilities, the Board had three standing committees during Fiscal Year 2022: an Audit Committee, a LD&C Committee and an N&CG Committee, each of which is described below. As noted above, effective May 11, 2021, the Board dissolved the M&A Committee, which it determined would instead be formed on an ad hoc basis, as necessary. On November 19, 2021, the Board established an ad hoc Strategic Committee of the Board to oversee the process of considering strategic alternatives, including the HP Merger. See the table in the section “Directors and Committee Members” above for a listing of the members and chairs of each committee.

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Each of the Audit, N&CG and LD&C Committees has adopted a written charter that is available on the Governance Portal. This information is also available in print to any stockholder who makes a request to Poly, 345 Encinal Street, Santa Cruz, California 95060, Attn: Investor Relations.

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The LD&C Committee has delegated the authority, within guidelines it has established and as set forth in our Amended and Restated 2003 Stock Plan, to the Management Equity Committee to make equity grants to employees who are not senior executive officers. Each member of our Management Equity Committee, which consists of our CEO, our Executive Vice President and Chief Financial Officer, our Senior Vice President, People, and our Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary, has the authority to grant restricted stock unit awards and stock options.

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Identification of Director Candidates; Stockholder Nominations and Recommendations; and Director Qualifications

Our N&CG Committee oversees the process for selecting director candidates, including identifying and evaluating individuals who the Committee believes are qualified to become Board members. Important criteria for Board membership include the following:

Generally, it is the policy of the N&CG Committee to review the qualifications of and consider any director candidates who have been properly recommended or nominated by a stockholder on the same basis as candidates identified by management, individual members of the Board or, if the N&CG Committee determines, a search firm hired to identify candidates.

When evaluating a candidate, the N&CG Committee evaluates the current composition and size of the Board, the candidate’s qualifications, the needs of the Board and its respective committees, and such other factors it may consider appropriate.

Following the N&CG Committee’s identification of potential candidates, the N&CG Committee Chair, the Board Chair and other Board members, including our CEO, interview the prospective candidates and selects those for consideration who best suit the Board’s current needs. The Board reviews such recommendations and determines submissions for election at the next annual stockholder meeting in which directors will be elected or fill any vacancies on the Board. The N&CG Committee also focuses on overall Board-level succession planning at the director level, periodically reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the N&CG Committee recommends an increase in the size of the Board or a vacancy occurs, the N&CG Committee considers qualified nominees from several sources, including current Board members and nominees recommended by stockholders and other persons.

The N&CG Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee. In 2021, the Committee retained Russell Reynolds, who recommended Mr. Love who joined our Board in September of 2021, and to help identify future Board candidates.

Board Refreshment

Our N&CG Committee regularly evaluates Board succession planning, including Board refreshment practices and leadership structure, to ensure that the Board and each of its standing committees include the right balance of tenured directors, who provide continuity and historical perspective, and new directors, who bring new ideas and fresh perspectives into the boardroom.

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Over the past several years, we have added new independent Directors to infuse the Board with relevant experience that supports our changing business strategy and operating environment. The N&CG Committee’s succession planning process is on-going and throughout the year, our N&CG Committee strives to maintain a continuous pipeline of highly qualified director candidates with particular attributes, experience and skills designed to enhance the Board’s effectiveness and to achieve the Company’s business objectives. Our commitment to board refreshment has been demonstrated through our Board’s robust assessment and succession planning efforts as follows:

*See “Corporate Governance - Director Independence” above for further discussion.

Board Diversity

In selecting candidates for recommendation to the Board, the N&CG Committee annually reviews the size and composition of the Board to ensure qualified director candidates with a broad diversity of professional experience, skills, backgrounds, tenure, gender, race, national origin and ethnicity are included by the Company or any search firm it engages in each pool of candidates from which the Board nominees are chosen to ensure that each director brings a different viewpoint and different skills to the Board. The Board and the N&CG Committee also believe that diversity is an important factor in reviewing and selecting qualified director candidates to serve on the Board and they, along with Poly’s senior management, are committed to building a diverse, inclusive and collaborative culture and view diversity at the Board and senior management levels as an essential element in supporting the attainment of Poly’s strategic objectives and its sustainable development. In considering candidates and nominees for the Board, the N&CG Committee considers the entirety of each candidate’s credentials in the context of these standards and actively considers diversity in recruitment and nomination of directors, including factors such as gender, race, ethnicity, sexual orientation, and national origin. The N&CG Committee also reviews the Company’s policies, programs and initiatives for employee diversity and inclusion and provides guidance to the Board on diversity matters.

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We believe our current Board composition strikes the right balance in terms of size, independence, expertise and average tenure as well as our ongoing efforts and the continued importance of diversity to the Board. For more information about our director nominees, see the section entitled “Proposal One - Election of Directors” below.

Director Commitments / No Over-boarding

Each director must ensure that other existing and anticipated future commitments do not materially interfere with her or his service to the Company. In accordance with our Corporate Governance Guidelines and our Nominating and Corporate Governance Committee Charter, the N&CG Committee considers the number of boards of directors of other public companies on which a candidate serves. Under these governance documents and to avoid “over-boarding” no director may serve on the boards of more than four additional public companies. If a director is also a named executive officer of a public company, including a chief executive officer, such director may not serve on more than two (2) public company boards, including our Board. Directors are required to advise the N&CG Committee of any invitations to join a board of any other public company prior to accepting another directorship. With respect to Audit Committee members, no member may concurrently serve on the audit committee of more than three public companies, unless our Board determines such simultaneous service and related time commitments will not impair her or his ability to effectively serve on the Audit Committee, she or he takes steps to address any related issues and we disclose that determination in our Proxy Statement. Upon the evaluation and recommendation of our N&CG Committee, our Board has determined that Ms. Crusco’s service on the audit committees of three other public companies would not impair her ability to effectively serve on our Audit Committee. Specifically, our Board believes that Ms. Crusco has satisfactory time to commit to our Audit Committee and Board responsibilities, and that the meetings of the other audit committees do not overlap with or interfere with her ability to be fully prepared and present at all of our Audit Committee meetings. Ms. Crusco attended 100% of Audit Committee and Board meetings during Fiscal Year 2022.

Proxy Access

The Company’s amended and restated bylaws include “proxy access” by which eligible stockholders may nominate director candidates for inclusion in our Proxy Statement and form of proxy card. Proxy access may be used by a stockholder or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the conditions, including, without limitation, the advance notice requirements, specified in the bylaws. The Company believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without significant economic interest in the Company or those driven by short term goals.

Stockholders wishing to nominate persons for election to the Board can do so by timely filing a Nominee Solicitation Statement with our Corporate Secretary which, in accordance with our Director Candidates Nomination Policy and our bylaws, contains, among other things, certain information concerning the nominee and the stockholder nominating such nominee and other information in compliance with the bylaws. For a further description of the process and procedures concerning the submission of a Nominee Solicitation Statement, see “Questions and Answers About the Proxy Materials and the Annual Meeting - What is the Deadline for Receipt of Stockholder Proposals for the 2023 Annual Meeting of Stockholders” above. Additional information regarding our policies with respect to director nominations can be found in our bylaws, our Corporate Governance Guidelines and our Director Candidates Nomination Policy, all of which are posted on the Governance Portal.

Director Change in Primary Job Policy

The Board reviews the appropriateness of the continued service of directors who change their primary employment subsequent to their appointment or most recent election to the Board. If a director changes his or her primary job during his or her term of office, such director must submit a letter to the Board that (i) describes the

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circumstances surrounding the change; and (ii) contains an offer to resign from the Board. The Board then evaluates the circumstances surrounding the change and determines if the change will adversely affect the director’s ability to perform his or her duties as a member of the Board. If so, the Board will accept the director’s resignation.

Board and Committee Evaluations

Our N&CG Committee oversees the self-evaluation of the Board. In Fiscal Year 2022, we engaged outside counsel to conduct interviews with each director regarding, among other things, Board membership, structure, performance and areas for improvement. Following the interviews, the results were discussed with the Chair of the Board and presented to the full Board. While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback and suggestions year-round.

Board Role in Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of long-term organizational performance and enhance stockholder value. Fundamentals of our risk management include understanding the risks we face, management’s processes for managing the risks and determining our appropriate level of risk tolerance. Our management is responsible for day-to-day business risk management, including disaster and crisis management, business and financial risk, strategic risk, legal risk, corporate governance risk and compliance risk. The Board, as a whole and through its committees, has the ultimate oversight responsibility for the risk management process.

Each of the Board committees focuses on particular aspects of risk management.

The Audit Committee regularly discusses and evaluates policies concerning risk assessment and management, including our major financial, compliance, environmental, social and operational risks, including cybersecurity risks, and steps management takes to monitor and control such risks. The Audit Committee also oversees our independent registered public accounting firm and our annual audit, including reviewing our key financial risk areas with our independent auditors.

Additionally, our Head of Internal Audit, whose appointment and performance is reviewed and evaluated by the Audit Committee and who has direct reporting obligations to the Audit Committee, is responsible for leading the formal risk assessment and management process within the Company. The Internal Auditors, through consultation with the Company’s senior management, periodically assess the major risks facing the Company and work with those executives responsible for managing each specific risk. The Head of Internal Audit periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks. The Internal Auditor’s risk management report, which is provided in advance of the meeting, is reviewed with the entire Board by either the Chair of the Audit Committee or the Head of Internal Audit.

In its design of our overall compensation policies, programs and philosophy, the LD&C Committee assists the Board to manage incentives for short and long-term performance and performs an annual review of the Company’s compensation policies and practices for its employees, including pay equity, diversity and inclusion.

The N&CG Committee assists the Board to fulfill its oversight responsibilities concerning risks associated with corporate governance and Board organization, membership, structure, and succession planning for directors. This Committee reviews our corporate governance structures and recommends compliance and corporate governance principles and practices to the Board. The N&CG Committee also provides oversight of ESG activities as further described below in “Board Oversight of Environmental, Social and Governance Matters.”

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The M&A Committee is no longer a standing committee and will continue to meet on an ad hoc basis to advise management during various stages of mergers, acquisitions and divestitures, including early discussions and assessments as well as post-acquisition integration or post-divestiture separation activities. The M&A Committee has authority to approve management actions with regard to any potential merger, acquisition or divestiture transaction that involves $25 million or more.

As described in our relevant filings with the SEC related to the Merger Agreement and the HP Merger, the Strategic Committee was established to provide assistance to, and oversight of, Poly management in its discussions with HP, as well as in view of the possibility that the Board could elect to undertake a broader review of strategic alternatives in connection with discussions with HP. The Board authorized and instructed the Strategic Committee to, among other things: (1) oversee and provide assistance to Poly management and our advisers; (2) explore, evaluate, consider, review and negotiate the terms and conditions of any strategic alternative, including any sale of Poly; (3) take such other actions with respect to any strategic alternative as the Strategic Committee deemed necessary, appropriate or advisable; and (4) recommend what action, if any, that the Board should take with respect to any strategic alternative. The Board retained the power and authority to approve the final decision on pursuing a strategic alternative, including a sale of Poly.

Management’s Role in Risk Management and Mitigation

Company’s Management:

The Board believes that its oversight of risks, primarily through delegation to the Audit Committee, but also through delegation to other committees to oversee specific risks within their areas of responsibility and expertise, and the sharing of information with the full Board, is appropriate for a diversified technology company. The chair of each committee that oversees risk provides a summary of the matters discussed with the committee to the full Board following each committee meeting. The minutes of each committee meeting are also available to all Board members.

Board Oversight of Environmental, Social and Governance Matters

We are committed to creating the right kind of long-term impact in the world, not just because it matters to our employees, our customers and our investors, but because it is part of who we are as a company. We know we are part of a larger global community and make decisions as good stewards of the earth, its resources, and its people.

Our sustainability strategy focuses on the Environmental, Social and Governance (“ESG”) issues that we believe will positively impact our stakeholders and wider society and drive value for our business. The strategy focuses on three key priorities: delivering low carbon solutions, keeping people safe and secure, and being a destination employer. These three pillars are underpinned by strong governance and supported by our deeply ingrained culture, values, and behaviors.

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Below is a summary of our efforts within each of our ESG practices. For more information, please refer to our website at https://www.poly.com/us/en/about/corporate-responsibility.

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Access to Board of Directors Policy

Our Access to Board of Directors Policy outlines methods by which stockholders or any interested party may contact the Board, or any member of our Board, including the Chairman or Vice Chairman who preside at executive sessions of the non-employee directors as a group. For further information, see the Governance Portal.

Directors’ Attendance at Annual Meetings

We recognize attendance by our directors at annual stockholder meetings can provide investors with an opportunity to communicate with directors about issues affecting us. We encourage all of our directors to attend our annual meetings. If a director cannot attend in person, we encourage directors to attend telephonically.

Director Orientation and Continuing Education

Our orientation programs familiarize new directors with Poly’s businesses, strategic plans, and policies, and help prepare them for their role on their assigned committees. Continuing education programs assist directors in maintaining skills and knowledge necessary for the performance of their duties.

Our Corporate Governance Guidelines encourage our directors to participate in continuing education programs on an “as needed” basis. In May 2021, our Board approved a modification to the Outside Director Compensation Policy to provide for the following reimbursement of reasonable expenses of attendance by a director at such programs: $4,000 for new directors and $1,000 per year for existing directors up to a maximum reimbursement of $3,000. The Board has a practice of receiving regular updates on corporate governance at Board meetings and directors also are encouraged to report out on the courses they have completed.

Additionally, the Board meets quarterly to review our business as part of its ordinary Board meeting cadence. Topics vary at the Board meetings, but in general directors are updated on our financial plan, key performance indicators, corporate strategy, product portfolio, operations and manufacturing, sales and go to market strategy. During these discussions directors may be briefed on industry trends, market size and market share based on information gathered by and from third party industry analysts overlaid with our specific comparative data and competitor and product-specific data. Members of the corporate management and business teams present on a regular basis to the Board. In addition, for further exposure to our operations, Board meetings have included visits to the Company’s offices and manufacturing facilities worldwide.

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