Plexus Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PLXS
Electrical Products
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 5, 2024
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Telephone Number (920 ) 969-6000
(Registrant’s telephone number, including Area Code)
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Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 31, 2024, Steven J. Frisch, President and Chief Strategy Officer of Plexus Corp. ("Plexus" or the "Company"), informed the Company of his intent to retire from his employment with the Company at midnight on September 28, 2024, the end of Plexus' fiscal year 2024 (the "Retirement Date"). Mr. Frisch will continue in his role as Chief Strategy Officer, and as an executive officer of the Company, until the Retirement Date. In light of Mr. Frisch's impending retirement, Plexus' Board of Directors elected Todd P. Kelsey, Chief Executive Officer of the Company, to the additional office of President, effective June 4, 2024; Mr. Frisch will no longer carry the President title as of that date.
In connection with the foregoing, the Company entered into a retirement agreement with Mr. Frisch on May 31, 2024 (the "Retirement Agreement"). Under the terms of the Retirement Agreement, Mr. Frisch's base salary and participation in the Company's annual Variable Incentive Compensation Plan ("VICP") will cease on the Retirement Date, and he will no longer be eligible to receive grants of any additional equity awards. Mr. Frisch will receive payment under the VICP based on actual fiscal 2024 attainment, to be paid at the same time as other participants in the VICP. The Company will also transfer to Mr. Frisch title to his company vehicle on his Retirement Date, and Mr. Frisch will continue to receive subsidized health benefits from the Company (equal to the employer portion of his currently selected health plan premiums) for a period of 18 months after the Retirement Date if he elects COBRA in a timely manner and remains eligible for it.
In consideration of Mr. Frisch's 34 years of service to Plexus and his agreement to the restrictive covenants contained in the Retirement Agreement, including those relate to non-competition, non-interference and non-disparagement, as well as Mr. Frisch's general release of claims, the Company has agreed to allow Mr. Frisch to continue to vest in his unvested restricted stock units ("RSUs") and unvested performance stock units ("PSUs") that exist as of the Retirement Date. His unvested RSUs will continue to vest on the existing vesting schedule, and his unvested PSUs will vest based on final performance results for the performance periods that are identified in the original grant agreements. Mr. Frisch will forfeit the right to continue to vest in the RSUs and PSUs if he breaches the terms of the Retirement Agreement.
The foregoing summary of the material terms of the Retirement Agreement is qualified in its entirety by the terms of the Retirement Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are furnished hereto:
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) | |||||||
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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: June 5, 2024 | PLEXUS CORP. | |||||||
| (Registrant) | ||||||||
By: /s/ Angelo M. Ninivaggi | ||||||||
| Angelo M. Ninivaggi | ||||||||
| Executive Vice President, Chief Administrative Officer, | ||||||||
| General Counsel and Secretary | ||||||||