Scansource Inc
7 nominees · 3 ballot items.
Shareholders will vote on the election of seven director nominees, advisory approval of named executive officer compensation, and ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2027.
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect the seven director nominees nominated by the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
- 2
Advisory Vote to Approve Named Executive Officer Compensation
ManagementBoard: FORApprove, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure.
More detail
Proposal 2 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to ScanSource’s Named Executive Officers. The vote covers the overall compensation program rather than any specific executive or individual pay element. The supporting disclosure includes the Compensation Discussion and Analysis, compensation tables, and related narrative discussion. Management is seeking approval because the Compensation Committee believes the program attracts, retains, and motivates executives needed to achieve strategic and financial objectives. The program emphasizes variable compensation, including annual cash incentives tied to adjusted EBITDA, free cash flow conversion, and individual performance. It also uses time-based and performance-based equity awards to align executives with long-term shareholder value. The filing notes that approximately 75% of shares voted supported the prior year’s say-on-pay proposal, although that result was below historical levels. In response to shareholder feedback favoring longer measurement periods, the Committee extended the Normalized EPS performance period from two years to three years beginning with fiscal 2026 awards. The Board unanimously recommends a FOR vote because it believes the program appropriately links pay to performance and shareholder interests. The vote is advisory and will not bind the Company, the Board, or the Compensation Committee, but those bodies will consider the outcome in future compensation decisions.
- 3
Ratification of the Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s appointment of Deloitte & Touche LLP as ScanSource’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Nominees on the ballot7
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.7% | 2,351,751 | $123M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.5% | 1,714,277 | $89M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 7.8% | 1,578,384 | $82M |
| 4 | PZENA INVESTMENT MANAGEMENT LLC | 5.5% | 1,109,743 | $58M |
| 5 | WASATCH ADVISORS LP | 5.3% | 1,071,657 | $56M |
| 6 | STATE STREET CORP | 4.5% | 898,977 | $47M |
| 7 | BlackRock, Inc. | 4.3% | 872,746 | $45M |
| 8 | LSV ASSET MANAGEMENT | 4.3% | 857,217 | $45M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 845,640 | $44M |
| 10 | AMERICAN CENTURY COMPANIES INC | 3.4% | 681,535 | $36M |
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Frequently asked questions
- When is the Scansource Inc 2026 annual meeting?
- Scansource Inc (SCSC) holds its 2026 annual shareholder meeting on Tuesday, December 8, 2026.
- What is the record date for the Scansource Inc 2026 meeting?
- The record date for the Scansource Inc 2026 meeting is Friday, October 2, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Scansource Inc's 2026 meeting?
- The board is presenting 7 director nominees at the Scansource Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Scansource Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Scansource Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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