SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of
the
Securities Exchange Act of 1934
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
o Preliminary
Proxy
Statement
o Confidential,
for Use of the
Commission Only
(as
permitted
by Rule
14a-6(e) (2))
o Definitive
Proxy
Statement
x Definitive
Additional
Materials
o Soliciting
Material Pursuant to
Section 240.14a-12
PLANTRONICS,
INC.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x No
fee
required.
o Fee
computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title
of each
class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit
price or other underlying value of transaction computed pursuant to Exchange
Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee
paid:
o Fee
paid
previously with preliminary materials.
o Check
box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
This
filing provides information with respect to the Annual Meeting of Stockholders
(the "Annual Meeting") of Plantronics, Inc. (the "Company") to be held at 11:00:
a.m. on Friday, August 17, 2007, at 345 Encinal Street, Santa Cruz, California
for the purposes set forth in the Notice of Annual Meeting of Stockholders
and
Proxy Statement which were mailed to stockholders on or July 6, 2007 (the “Proxy
Statement”).
At
the
Annual Meeting the stockholders are being asked to vote upon, among other
things, Proposal Number Two which is to increase the number of shares of Company
Common Stock authorized for issuance under the 2003 Stock Plan from 5,100,000
shares to 6,800,000 shares, which represents an increase of 1,700,000
shares.
The
Company has reached an agreement with one of its stockholders, AIM TRIMARK
INVESTMENTS, under which it has agreed to vote its shares in favor of this
proposal based on a commitment by the Company to limit the grant of stock
options and restricted stock under the Plan during fiscal year 2008 if the
proposal is approved. The text of the letter memorializing
the agreement with AIM TRIMARK INVESTMENTS dated August 16, 2007 is set forth
below.
August
16, 2007
Mr.
Rob
Mikalachki, CFA
AIM
Trimark Investments
120
Bloor
Street East, Suite 700
Toronto,
Ontario M4W 187 Canada
Dear
Mr.
Mikalachki:
Thank
you
for the time you took to review and consider our proxy proposals. We appreciate
the concerns you raised in connection with our proposal to increase the 2003
Stock Plan by 1.7 million shares. As we discussed, if the proposal is approved
by our stockholders, we will limit actual grants of stock options under the
2003
Stock Plan for fiscal 2008 to 1.2 million shares, or the equivalent in shares
of
restricted stock, which would be 480,000 shares, or any equivalent combination
thereof. (We value a share of restricted stock at 2.5 options.)
Based
on
our commitment to limit grants to this level during fiscal 2008, you have
advised us that AIM TRIMARK INVESTMENTS is comfortable voting in favor of the
proposal to amend our 2003 Stock Plan.
Thank
you
again for sharing your perspective and for supporting our proposals subject
to
the above usage limitation. We appreciate your ownership in
Plantronics.
Best
regards,
Very
truly yours,
/s/Barbara
V. Scherer
Senior
Vice President and Chief Financial Officer
cc: Geoff
MacDonald, CFA
cc: Jeff
Hyrich, CFA
A
copy of
the Proxy Statement is on file with the Securities and Exchange Commission
and
on the Company’s Website at http://www.plantronics.com.