SC false 0000918965 0000918965 2023-01-26 2023-01-26

 

 

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): January 26, 2023

 

 

ScanSource, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

SC   00-26926   57-0965380

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6 Logue Court, Greenville, SC   29615
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (864) 288-2432

(Former name or former address, if changed since last report.)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Common Stock, no par value   SCSC   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

ScanSource, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on January 26, 2023. The Company received proxies totaling 95.34% of its issued and outstanding shares of common stock, representing 24,166,371 shares of common stock, as of the record date. At the Annual Meeting, the shareholders voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 13, 2022, and the results of the voting are presented below.

Election of Directors

The Company’s shareholders approved the slate of directors consisting of eight members to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified, based on the following final voting results:

 

Nominee    For      Against      Abstain      Broker
Non-Votes

Michael L. Baur

     22,725,346        499,107        5,604      936,314

Peter C. Browning

     20,817,997        2,406,427        5,633      936,314

Frank E. Emory, Jr.

     22,455,862        768,542        5,653      936,314

Charles A. Mathis

     22,407,461        816,963        5,633      936,314

Dorothy F. Ramoneda

     22,457,433        767,041        5,583      936,314

Jeffrey R. Rodek

     22,489,370        735,084        5,603      936,314

Elizabeth O. Temple

     22,390,303        834,171        5,583      936,314

Charles R. Whitchurch

     22,305,467        918,957        5,633      936,314

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following final voting results:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

22,385,995

  829,792   14,269   936,315

Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The Company’s shareholders approved, on an advisory basis, one year for the frequency of future advisory votes on the compensation of the Company’s named executive officers, based on the following final voting results:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

21,085,336

  4,377   2,120,865   19,478   936,315

Advisory Vote to Ratify Grant Thornton LLP as the Independent Auditors for Fiscal 2023

The Company’s shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2023, based on the following final voting results:

 

For

 

Against

 

Abstain

23,750,220

  402,173   13,978


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.

 

      ScanSource, Inc.
    By:  

/s/ Michael L. Baur

        Date: January 26, 2023     Name:   Michael L. Baur
    Its:   Chief Executive Officer