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 1, 2011
ScanSource, Inc.
(Exact name of registrant as specified in its charter)
| South Carolina | 000-26926 | 57-0965380 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6 Logue Court
Greenville, South Carolina 29615
(Address of principal executive offices) (zip code)
(864) 288-2432
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
ScanSource, Inc. (the “Company”) held its annual meeting of the shareholders on December 1, 2011 (the “Annual Meeting”). The Company received proxies totaling 95.53% of its issued and outstanding shares of common stock, representing 26,183,184 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 18, 2011, and the results of the voting are presented below.
Election of Directors
The Company’s shareholders approved the slate of directors consisting of six 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 |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Michael L. Baur |
20,853,537 | 3,788,715 | 1,540,932 | |||||||||
| Steven R. Fischer |
22,889,973 | 1,752,279 | 1,540,932 | |||||||||
| Michael J. Grainger |
23,147,192 | 1,495,060 | 1,540,932 | |||||||||
| Steven H. Owings |
20,825,586 | 3,816,666 | 1,540,932 | |||||||||
| John P. Reilly |
23,139,827 | 1,502,425 | 1,540,932 | |||||||||
| Charles R. Whitchurch |
23,146,822 | 1,495,430 | 1,540,932 | |||||||||
Advisory Vote on 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 | |||
| 23,057,784 |
1,568,857 | 15,611 | 1,540,932 |
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The shareholders recommended, on an advisory basis, that the advisory vote on the compensation of the Company’s named executive officers should be held on an annual basis, based on the following final voting results:
| 1 Year |
2 Years |
3 Years |
Abstain | |||
| 13,554,308 |
99,605 | 10,975,993 | 12,346 |
After considering the preferences of the Company’s shareholders the Board has agreed to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers (which is to occur no later than the Company’s 2017 Annual Meeting of Shareholders).
Ratification of Independent Auditor
The Company’s shareholders approved the ratification of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending June 30, 2012, based on the following final voting results:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 25,686,752 |
492,752 | 3,680 | 0 |
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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. | ||||||
| By: | /s/ Michael L. Baur | |||||
| December 1, 2011 |
Name: | Michael L. Baur | ||||
| Its: | Chief Executive Officer | |||||
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