ScanSource (SCSC) Proxy Filing summary

Executive summary

• Fiscal 2024 saw declines in net sales, gross profit, and net income, but gross profit margin expanded and working capital efficiency improved, resulting in $372 million in operating cash flow and a strong balance sheet with $185 million in cash and low leverage ratios.

• Two strategic acquisitions were completed in high-margin, recurring-revenue segments, and the share repurchase program was increased by $100 million, with $43.3 million in shares repurchased during the year.

• The company expects continued soft demand in fiscal 2025 and will manage SG&A accordingly, while maintaining an active pipeline for acquisitions and share repurchases.

• Employee engagement initiatives, such as the Voices survey and a new Employee Engagement Task Force, were launched to enhance organizational culture and responsiveness.

• Community engagement and charitable activities were emphasized, especially in response to Hurricane Helene, with significant employee involvement in relief efforts.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight director nominees, an advisory say-on-pay vote for executive compensation, ratification of Grant Thornton LLP as independent auditor for FY2025, and approval of the 2024 Omnibus Incentive Compensation Plan.

• Shareholders of record as of October 4, 2024, are entitled to vote, with one vote per share and no cumulative voting.

• Proposals require a majority of votes cast to pass; broker non-votes and abstentions do not affect outcomes for non-discretionary items.

• Shareholder proposals for the 2025 meeting must be received by June 27, 2025, and comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with the CEO also serving as Chair and a Lead Independent Director providing additional oversight.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and met regularly in fiscal 2024.

• Board succession planning, diversity, and annual performance evaluations are emphasized, with 37.5% of director nominees being gender, racially, or ethnically diverse.

• Directors are subject to anti-pledging and anti-hedging policies, and must meet stock ownership requirements.

• Shareholder engagement included outreach to holders of over 60% of shares outstanding, with feedback incorporated into governance and compensation practices.