SCANSOURCE INC
For the period ended Mar 31, 2024. Filed May 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 7, 2024
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Item 5. Other Information
| Item 5. | Other Information |
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During the three months ended March 31, 2024, none of our directors or our officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933), except as follows:
On February 29, 2024, Steve Jones, our Senior Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and that provides for the sales of up to 8,500 shares of our common stock under Rule 144. The duration of such trading arrangement will be until February 10, 2025 (or earlier if all transactions under the trading arrangement have been completed or certain other events occur).
On May 1, 2024, the Board of Directors determined that the Company’s Annual Meeting of Shareholders will take place at 9:00 a.m., local time, on Tuesday, December 10, 2024, at 6 Logue Court, Greenville, South Carolina 29615 (the “December 2024 Annual Meeting”). All other relevant information concerning the December 2024 Annual Meeting will be included in the Company’s proxy materials to be distributed in connection with the December 2024 Annual Meeting, which will be filed with the SEC and made available to the Company’s shareholders at a later date.
Because the date of the December 2024 Annual Meeting is more than 30 days prior to the anniversary date of the Company’s Annual Meeting of Shareholders held on January 25, 2024, the Company is providing notice of the due dates for submissions of qualified shareholder proposals and shareholder director nominations.
Pursuant to Rule 14a-8 of the Exchange Act, shareholder proposals intended to be included in the Company’s proxy materials must be delivered in writing to the Company’s principal executive offices no later than a reasonable time before the Company begins to print and send such proxy materials. Accordingly, to be eligible for inclusion in the proxy materials for the December 2024 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act, shareholder proposals (including any additional information specified in the Company’s Amended and Restated Bylaws (as in effect on the date hereof, the “Bylaws)) must be received by our Corporate Secretary at the Company’s principal executive offices no later than August 12, 2024.
A shareholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Bylaws must be received by our Corporate Secretary at the Company’s principal executive offices no later than September 11, 2024.
Shareholder proposals and shareholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Bylaws. Any stockholder proposal for inclusion in the Company’s proxy materials, notice of proposed business to be brought before the December 2024 Annual Meeting or director nomination should be sent to the Corporate Secretary and the following address: ScanSource, Inc., 6 Logue Court, Greenville, South Carolina 29615, Attention: Shana C. Smith, Corporate Secretary.
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