SCANSOURCE, INC. Item 5.02 Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the annual meeting of the shareholders of
The 2021 Plan replaces the Company's current long-term equity incentive plan,
the
The 2021 Plan permits the grant of any or all of the following types of awards to grantees: stock options, including non-qualified options and ISOs; SARs; restricted stock; deferred stock and restricted stock units; performance units and performance shares; dividend equivalents; and other stock-based awards. Eligible grantees include employees, officers, non-employee consultants and non-employee directors of the Company and its affiliates.
Under the terms of the 2021 Plan, the maximum number of shares of the Company's
common stock available for issuance upon settlement of awards shall be an
aggregate of 1,600,000 shares of the Company's common stock, (i) plus that
number of shares of the Company's common stock subject to awards granted under
the 2013 Plan which hereafter become available for future awards in accordance
with the provisions of the 2021 Plan and (ii) reduced on a one-for-one basis by
that number of shares of the Company's common stock subject to awards granted
under the 2013 Plan between
The Compensation Committee of the Board will administer the 2021 Plan and approve the grant and terms of awards (consistent with the terms of the 2021 Plan). All awards granted under the 2021 Plan are subject to the Company's standard share retention guidelines and recoupment policies in effect from time to time. The Board reserves the right to amend the 2021 Plan, subject to shareholder approval where required by applicable law.
The foregoing summary description of the 2021 Plan is qualified in its entirety
by reference to the actual terms of the 2021 Plan, which are incorporated herein
by reference as Exhibit 10.1. For additional information regarding the 2021
Plan, please refer to "Proposal Number 4 - Approval of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
• Section 2.07 of the Bylaws and Section 4(c) of the Articles have been
amended to implement a majority voting standard in uncontested director
elections. This amendment implements a majority voting standard in any
meeting of shareholders to vote for uncontested directors and departs
from the existing plurality standard imposed by default under the South
Carolina Business Corporation Act ("SCBCA"). Under a majority voting
standard, in order to be elected, a majority of the votes cast on the
proposal for a nominee's election must be in favor of the nominee's
election. Contested director elections will continue to be decided by a
plurality standard.
--------------------------------------------------------------------------------
• Section 4(c) of the Articles has also been amended to eliminate the
supermajority voting provisions applicable to the Company under the
SCBCA. This amendment to the Articles replaces the supermajority voting
default under the SCBCA for certain transactions with a majority
standard. Under the amendment, majority voting will be the standard used
for the following items brought to a vote: (i) any plan of merger or
share exchange; (ii) any sale, lease, exchange or other disposal of all,
or substantially all of the property of the corporation, otherwise than
in the usual and regular course of business; or (iii) any amendment to
the Articles.
The foregoing summary description of the Bylaws and the Articles is qualified in its entirety by reference to the Bylaws and the Articles filed as Exhibits 3.1 and 3.2 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Election of Directors
The Company's shareholders approved the slate of directors consisting of nine
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:
Votes Broker
Nominee Votes For Withheld Non-Votes
Michael L. Baur 23,431,793 353,756 906,386
Peter C. Browning 23,346,894 438,655 906,386
Frank E. Emory, Jr. 23,502,681 282,868 906,386
Michael J. Grainger 23,193,598 591,951 906,386
Charles A. Mathis 23,684,150 101,399 906,386
Dorothy F. Ramoneda 23,502,830 282,719 906,386
Jeffrey R. Rodek 23,502,671 282,878 906,386
Elizabeth O. Temple 23,387,669 397,880 906,386
Charles R. Whitchurch 23,356,333 429,216 906,386
Adoption of Majority Voting Standard in Uncontested Director Elections
The Company's shareholders approved the amendments to the Articles and Bylaws to implement a majority voting standard in uncontested director elections, based on the following final voting results:
For Against Abstain Broker Non-Votes 23,780,241 4,246 1,062 906,386
--------------------------------------------------------------------------------
Elimination of Supermajority Voting Provisions
The Company's shareholders approved the proposal to amend the Company's Articles to eliminate the supermajority voting provisions applicable to the Company under the SCBCA, based on the following final voting results:
For Against Abstain Broker Non-Votes 23,775,933 6,224 3,391 906,386
Approval of the
The Company's shareholders approved the
For Against Abstain Broker Non-Votes 22,578,243 1,200,921 6,383 906,386
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 22,873,557 904,220 7,770 906,386
Advisory Vote to
The Company's shareholders ratified the appointment of
For Against Abstain Broker Non-Votes 24,570,961 110,556 10,418 906,386
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 3.1 Second Amended and Restated Articles of Incorporation 3.2 Amended and Restated Bylaws 10.1ScanSource, Inc. 2021 Omnibus Incentive Compensation Plan, incorporated herein by reference to Appendix A to the Definitive Proxy Statement, filed on Schedule 14A with theSecurities and Exchange Commission onDecember 7, 2021 10.2 Form of Employee Restricted Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan 10.3 Form of Director Restricted Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan 10.4 Form of Restricted Stock Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan 10.5 Form of Director Restricted Stock Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan 10.6 Form of Employee Restricted Stock Award Certificate (Performance and Service-Based) under the 2021 Omnibus Incentive Compensation Plan 10.7 Form of Incentive Stock Option Award Certificate under the 2021 Omnibus Incentive Compensation Plan 10.8 Form of Non-Qualified Stock Option Award Certificate under the 2021 Omnibus Incentive Compensation Plan 10.9 Form of Director Stock Award Certificate (Stock) under the 2021 Omnibus Incentive Compensation Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source
