Business Context and Reporting Period
This Form 8-K reports the results of ScanSource, Inc.'s 2025 Annual Meeting of Shareholders held on December 9, 2025. The filing details the voting outcomes for director elections, executive compensation, and auditor ratification.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Shareholders voted on three primary proposals with the following outcomes:
- Proxy Participation: Proxies totaled 90.5% of issued and outstanding shares (19,962,631 shares).
- Election of Directors: All eight nominees were approved. Notable voting statistics include:
- Michael L. Baur: 18,642,124 For; 429,727 Against.
- Peter C. Browning: 16,977,026 For; 2,078,304 Against (highest "Against" vote count).
- Elizabeth O. Temple: 18,128,392 For; 928,509 Against.
- Advisory Vote on Executive Compensation: Approved with 14,265,309 For votes and 4,805,644 Against votes.
- Ratification of Auditors: Deloitte & Touche LLP was ratified for Fiscal 2026 with 19,821,050 For votes and 130,951 Against votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on operations, or specific risk factors. The document is limited to the disclosure of shareholder voting results.
Investor Verification Checklist
- Verify the definitive proxy statement filed on October 23, 2025, for detailed biographies of directors and executive compensation specifics.
- Review the "Against" vote percentages for directors Peter C. Browning and Elizabeth O. Temple to assess shareholder sentiment.
- Confirm the appointment of Deloitte & Touche LLP as the independent auditor for the upcoming fiscal year.
- Check subsequent filings for the company's actual financial performance, as this 8-K contains no financial data.