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UNITED STATES
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
 
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
     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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