scsc-20251209
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): December 9, 2025
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, including zip code)
864-288-2432
(Registrant’s telephone number, including area code)
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| Common Stock, no par value | SCSC | NASDAQ Global Select Market | ||||||||||||
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)) | ||||
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 2025 annual meeting of shareholders (the “Annual Meeting”) on December 9, 2025. The Company received proxies totaling 90.5% of its issued and outstanding shares of common stock, representing 19,962,631 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 October 23, 2025, 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 | 18,642,124 | 429,727 | 6,566 | 884,214 | ||||||||||||||||||||||
| Peter C. Browning | 16,977,026 | 2,078,304 | 23,086 | 884,215 | ||||||||||||||||||||||
| Frank E. Emory, Jr. | 18,262,306 | 794,544 | 21,567 | 884,214 | ||||||||||||||||||||||
| Charles A. Mathis | 18,259,723 | 812,583 | 6,112 | 884,213 | ||||||||||||||||||||||
| Vernon J. Nagel | 18,261,682 | 809,949 | 6,787 | 884,213 | ||||||||||||||||||||||
| Dorothy F. Ramoneda | 18,262,740 | 794,140 | 21,537 | 884,214 | ||||||||||||||||||||||
| Jeffrey R. Rodek | 18,262,287 | 809,964 | 6,167 | 884,213 | ||||||||||||||||||||||
| Elizabeth O. Temple | 18,128,392 | 928,509 | 21,517 | 884,213 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 14,265,309 | 4,805,644 | 7,464 | 884,214 | |||||||||||||||||
Ratification of Deloitte & Touche LLP as the Independent Auditors for Fiscal 2026
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2026, based on the following final voting results:
| For | Against | Abstain | ||||||||||||
| 19,821,050 | 130,951 | 10,630 | ||||||||||||
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: | December 9, 2025 | /s/ MICHAEL L. BAUR | |||||||||||||||||||||
| Michael L. Baur | |||||||||||||||||||||||
| President & Chief Executive Officer | |||||||||||||||||||||||