Plexus Corp. Files 8-K on Officer Changes, Bylaws, and Shareholder Votes

TL;DR

**Plexus Corp. filed an 8-K indicating potential officer changes, new compensation, bylaw amendments, and shareholder votes, but the specific details are not provided in this snippet.**

AI Summary

PLEXUS CORP filed an 8-K on February 15, 2024, reporting events that occurred on February 14, 2024. The filing indicates that the company addressed potential changes in directors or officers, compensatory arrangements for certain officers, amendments to its articles of incorporation or bylaws, and matters submitted to a vote of security holders. However, the provided text does not contain the specific details, names, or dollar amounts related to these reported items.

Why It Matters

8-K filings detailing officer changes, compensatory arrangements, and bylaw amendments can signal strategic shifts or governance updates, which are important for investors to understand the company's direction and leadership.

Risk Assessment

Risk Level: medium — While the specific details are not provided, changes in leadership, compensation, or corporate governance can have a material impact on a company's operations and investor perception.

Key Players & Entities

• PLEXUS CORP (company) — filer
• February 14, 2024 (date) — earliest event reported
• February 15, 2024 (date) — filed as of date

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value PLXS The Nasdaq Global Select

Filing Documents

• plxs-20240214.htm (8-K) — 44KB
• amendedandrestatedbylawsof.htm (EX-3.1) — 183KB
• plexuscorpomnibusplan2024.htm (EX-10.1) — 97KB
• plxs-20240214_g1.gif (GRAPHIC) — 124KB
• 0000785786-24-000021.txt ( ) — 891KB
• plxs-20240214.xsd (EX-101.SCH) — 2KB
• plxs-20240214_def.xml (EX-101.DEF) — 16KB
• plxs-20240214_lab.xml (EX-101.LAB) — 30KB
• plxs-20240214_pre.xml (EX-101.PRE) — 16KB
• plxs-20240214_htm.xml (XML) — 3KB

03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year On February 14, 2024, the Board approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Bylaws") to (a) amend Article II, Section 2.13 of the Bylaws regarding advance notice provisions, including to align certain provisions with the Securities and Exchange Commission's guidance regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (b) change the retirement age for directors to 75. This description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting on February 14, 2024. Below are the voting results from the Annual Meeting: Proposal 1: The 10 individuals nominated by the Board for election as directors to serve until the Company's next annual meeting were elected by the Company's shareholders with the following votes: Director's Name Authority Granted to Vote "For" Authority Withheld Joann M. Eisenhart 24,763,280 354,241 Dean A. Foate 24,589,379 528,142 Rainer Jueckstock 24,464,565 652,956 Todd P. Kelsey 24,663,298 454,223 Randy J. Martinez 24,839,476 278,045 Joel Quadracci 24,598,318 519,203 Karen M. Rapp 24,834,322 283,199 Paul A. Rooke 24,753,247 364,274 Michael V. Schrock 23,495,002 1,622,519 Jennifer Wuamett 24,625,660 491,861 *** Broker non-votes: 1,060,440 in the case of each director Proposal 2: The advisory proposal to approve the compensation of the Company's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation" in the proxy statement for the Annual Meeting, received the following votes: For: 21,456,264 Against: 3,619,038 Abstain: 42,219 Broker non-votes: 1,060,440 Proposal 3: The Company's shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for fiscal 2024 with the following votes: For: 24,965,107 Against: 1,194,443 Abstain: 18,411 Broker non-votes: 0 Proposal 4: The Company's shareholders approved the Plexus Corp. 2024 Omnibus Incentive Plan with the following votes: For: 23,408,724 Against: 1,686,682 Abstain: 22,115 Broker non-votes: 1,060,440

01 Other Events

Item 8.01 Other Events As a result of the amendments to Article II of the Bylaws as discussed in Item 5.02 herein, to comply with the Securities and Exchange Commission's universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide the additional information required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended, to the Secretary of the Company by October 31, 2024.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) The following exhibits are filed herewith: Exhibit Number Description 3.1 Amended and Restate d Bylaws of Plexus Corp., effective as of February 14, 2024. 10.1 Plexus Corp. 2024 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) * * * * *

SIGNATURES

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 15, 2024 PLEXUS CORP. (Registrant) By: /s/ Angelo M. Ninivaggi Angelo M. Ninivaggi Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR