ScanSource (SCSC) Proxy Filing summary

Executive summary

• Fiscal 2025 saw strong free cash flow and gross profit growth, with net sales of just over $3 billion, a 6.7% decline year-over-year, but gross profit and adjusted EBITDA grew by 2.4% and 2.8%, respectively, with improved margins and a 15.9% increase in non-GAAP EPS.

• Recurring revenues rose to 32.8% of consolidated gross profits, and share repurchases totaled $106.5 million; the company ended the year with $126 million in cash and an adjusted ROIC of 13.6%.

• Acquisitions of Resourcive and Advantix in August 2024 were accretive, and the company maintains an active M&A pipeline, with disciplined capital allocation and a targeted net debt leverage of 1–2x adjusted EBITDA.

• Mid-term (3-year) goals include 5–7% gross profit CAGR, recurring revenue at 50% of gross profit, ~6% adjusted EBITDA margin, 80%+ free cash flow conversion, and mid-teens ROIC.

• The company is focused on delivering converged IT, connectivity, and cloud solutions, positioning itself as a leader in a rapidly evolving technology distribution ecosystem.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight director nominees, (2) advisory approval of named executive officer compensation, and (3) ratification of Deloitte & Touche LLP as the independent auditor for FY2026.

• Each share of common stock is entitled to one vote; no cumulative voting is allowed.

• Shareholder proposals for the 2026 annual meeting must be received by June 25, 2026, and comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of eight members, with a majority being independent; the CEO also serves as Chair, with a Lead Independent Director providing additional oversight.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Directors are elected annually by majority vote in uncontested elections, and the board conducts annual self-evaluations and succession planning.

• Anti-pledging and anti-hedging policies are in place for directors and officers.

• Shareholder engagement is a key focus, with outreach to over 60% of shares outstanding in the past year.