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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 annual meeting of the shareholders on January 28, 2021 (the “Annual Meeting”). At the Annual Meeting, each of the nine director nominees was elected and received greater than 96% approval of votes cast, the Company’s executive compensation program was approved, on an advisory basis, with greater than 82% approval of votes cast, and the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2021 was ratified with greater than 99% approval of votes cast. The Company received proxies totaling 96% of its issued and outstanding shares of common stock, representing 24,333,334 shares of common stock, as of the record date. Each of the following proposals were voted on at the Annual Meeting and are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 17, 2020, and the results of the voting are presented below.
Election of Directors
The Company’s shareholders approved the slate of directors consisting of nine 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 |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Michael L. Baur |
23,304,414 | 371,374 | 657,546 | |||||||||
| Peter C. Browning |
23,320,874 | 354,914 | 657,546 | |||||||||
| Frank E. Emory, Jr. |
23,577,882 | 97,906 | 657,546 | |||||||||
| Michael J. Grainger |
23,039,118 | 636,670 | 657,546 | |||||||||
| Dorothy F. Ramoneda |
23,339,308 | 336,480 | 657,546 | |||||||||
| John P. Reilly |
22,918,041 | 757,747 | 657,546 | |||||||||
| Jeffrey R. Rodek |
23,572,789 | 102,999 | 657,546 | |||||||||
| Elizabeth O. Temple |
23,339,008 | 336,780 | 657,546 | |||||||||
| Charles R. Whitchurch |
23,217,882 | 457,906 | 657,546 | |||||||||
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 | |||
| 19,466,401 | 4,145,002 | 64,384 | 657,547 |
Advisory Vote to Ratify Grant Thornton LLP as the Independent Auditors for Fiscal 2021
The Company’s shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2021, based on the following final voting results:
| For |
Against |
Abstain |
Broker Non- Votes | |||
| 24,313,090 | 16,725 | 3,519 | — |
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. | ||||||
| Date: January 29, 2021 | By: | /s/ Michael L. Baur | ||||
| Name: | Michael L. Baur | |||||
| Its: | Chief Executive Officer and Chairman of the Board | |||||
