ScanSource, Inc. (NASDAQ:SCSC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
ScanSource, Inc. (the “Company”) held its annual meeting of the shareholders on December7, 2017 (the “Annual Meeting”). At the Annual Meeting, each of the seven director nominees was elected and received greater than 97% approval of votes cast, the Company’s executive compensation program was approved, on an advisory basis, with 95% approval of votes cast, one year was selected as the frequency of future advisory votes on the Company’s executive compensation program with 77% approval of votes cast, and the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2018 was ratified with 99% approval of votes cast. The Company received proxies totaling 94% of its issued and outstanding shares of common stock, representing 23,969,809 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 October24, 2017, and the results of the voting are presented below.
Election of Directors
The Company’s shareholders approved the slate of directors consisting of seven 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 |
VotesFor | Votes Withheld | Broker Non-Votes |
|
Steven R. Fischer |
22,775,785 | 455,518 | 738,506 |
|
Michael L. Baur |
22,881,112 | 350,191 | 738,506 |
|
Peter C. Browning |
22,860,927 | 370,376 | 738,506 |
|
Michael J. Grainger |
22,802,036 | 429,267 | 738,506 |
|
John P. Reilly |
22,715,620 | 515,683 | 738,506 |
|
Elizabeth O. Temple |
22,895,718 | 335,585 | 738,506 |
|
Charles R. Whitchurch |
22,890,621 | 340,682 | 738,506 |
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The 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 |
| 22,137,666 | 1,061,186 | 32,451 | 738,506 |
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The shareholders approved, on an advisory basis, to conduct future advisory votes on named executive officer compensation every year, based on the following final voting results. Accordingly, the Company’s policy will be to conduct a non-binding vote on named executive officer compensation every year. In the future, this policy could change based, among other things, on the outcome of the next advisory vote on the frequency of future advisory votes on named executive officer compensation, and such other factors as the Company considers appropriate.
|
OneYear |
TwoYears | ThreeYears | Abstain | BrokerNon-Votes |
| 17,922,301 | 9,940 | 5,292,837 | 6,225 | 738,506 |
Advisory Vote to Ratify Grant Thornton LLP as the Independent Auditors for Fiscal 2018
The Company’s shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal 2018, based on the following final voting results:
|
For |
Against | Abstain | Broker Non-Votes |
| 23,952,500 | 12,605 | 4,704 | — |
Item 5.07. Financial Statements and Exhibits.
SCANSOURCE, INC. ExhibitEX-10.1 2 d463037dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 RESTRICTED STOCK UNIT AWARD CERTIFICATE (Performance- and Service-Based) Non-transferable GRANT TO (the Participant) by ScanSource,…To view the full exhibit click here
About ScanSource, Inc. (NASDAQ:SCSC)
ScanSource, Inc. is a provider of technology products and solutions. The Company and its subsidiaries provide solutions for technology manufacturers and sell to resellers in technology markets, such as point-of-sale (POS) and Barcode, Networking and Security, Communications and Emerging Technologies. It operates through two segments: Worldwide Barcode & Security and Worldwide Communications & Services. The Barcode & Security distribution segment focuses on automatic identification and data capture (AIDC), POS, electronic physical security and three dimensional (3D) printing technologies. The Communications & Services distribution segment focuses on communications technologies and services. As of June 30, 2016, the Company marketed over 100,000 products from approximately 400 hardware and software vendors to approximately 35,000 reseller customers from distribution centers in Mississippi, Virginia, Florida, Mexico, Colombia, Brazil, Belgium, France, Germany and the United Kingdom.