SCANSOURCE, INC.
For the period ended Dec 8, 2026. Filed Oct 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 8, 2026 · Filed Oct 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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ScanSource, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Letter from our Chair and Chief Executive Officer
Dear Shareholders:
Thank you for your investment in ScanSource. On behalf of ScanSource’s Board of Directors, it is my pleasure to invite you to participate in the upcoming 2026 Annual Meeting of Shareholders and encourage you to review the attached Notice of Annual Meeting of Shareholders and Proxy Statement and vote using the attached proxy card.
I want to take this opportunity to share the Board’s priorities for creating long-term shareholder value and to highlight some important developments at ScanSource this year:
Our Performance in Fiscal 2026: Our strategy is focused on driving profitable revenue growth as we continue to shift our business toward a higher-margin, higher-recurring revenue model, with a focus on free cash flow. For our full year results, we delivered higher net sales, gross profit and earnings, expanded gross profit margins and generated strong free cash flow. Full year net sales increased 6.1% to $3.23 billion, reflecting renewed growth for key technologies in the second half of the year. Gross profit of $437.4 million and adjusted EBITDA* of $151.5 million grew by 7.0% and 4.8%, respectively. Gross profit margin increased 20 basis points year-over-year to 13.6%. For the full year, the percentage of gross profits from recurring revenue increased to 33.7% from 32.8% for the prior year. Non-GAAP net income* of $91.9 million increased 8.0% over last year, and full year free cash flow* of $113.8 million represented 124% of ournon-GAAP net income. Non-GAAP EPS* of $4.24 increased 18.8% year-over-year, including the benefit of share repurchases totaling $97.9 million. Our balance sheet strength continued. We ended fiscal 2026 with $88.4 million in cash and generated $123.1 million of operating cash flow. Adjusted ROIC* for the year increased to 14.7%.
We are accelerating the future of technology distribution, leading the channel and connecting our partners with innovative solutions. Our multiple sales channels are a key competitive advantage for ScanSource with our suppliers as they seek new routes to market. In May 2026, we launched a Converged Communications business unit that brings together our Specialty Communications and Intelisys CX cloud-based solutions teams. This new business unit is designed to help solution providers sell more cloud recurring revenue and Intelisys partners add hardware to their solutions.
In September 2026, we completed our acquisition of MicroAge, a leading IT solutions integrator, managed services provider and digital transformation partner. Consistent with our strategy, the acquisition adds higher-margin capabilities and expands our reach in strategic growth technologies, including cloud, cybersecurity, data center and AI, while creating new opportunities to support our channel partners as they address increasingly complex customer needs. We expect the acquisition to be accretive to gross profit margin, adjusted EBITDA margin andnon-GAAP EPS* in the first year following close.
Looking Ahead to Fiscal 2027: We are excited about the growth opportunities ahead for our channel partners and the expanding role for ScanSource as a differentiated leader in a converging technology ecosystem. The convergence of IT, connectivity, and cloud computing is redefining success in technology distribution. We are well positioned to build cutting-edge skills, capabilities, and expertise to excel in a device-connected, cloud-driven world. We believe IT decision makers face increasing complexity given the need for integration and the number of solutions, especially as technologies like AI are part of the solution.
Together with our investments in the business and capabilities added through acquisitions, this approach supports our strategy to serve channel partners across hardware, SaaS, connectivity and cloud services. As we execute our strategic plan, our capital allocation priorities remain to invest in our business, evaluate acquisitions with discipline and continue share repurchases while maintaining a strong balance sheet.
In summary, we have a successful, long-term strategic plan combined with an amazingly strong people culture led by a highly engaged Executive Leadership Team.
Board Composition: Overseeing our business is a Board that is actively engaged in ensuring that management develops and executes our differentiated technology distribution strategy. Our Board consists of a group of highly skilled directors with diverse backgrounds who bring knowledge, experience and enthusiasm to the Company and are committed to driving long-term value for our shareholders.
Earlier this year, Peter Browning retired from our Board after more than twelve years of service. We thank Peter for his leadership and many contributions to ScanSource. Charlie Mathis now serves as our Lead Independent Director, bringing extensive financial leadership and acquisition experience, together with a deep understanding of ScanSource’s business.
People and Culture: The Company and the Board believe that our purpose remains clear: to serve as a trusted partner, delivering exceptional value for our channel partners and suppliers. This commitment is brought to life each day through the dedication and expertise of our people, which is our competitive advantage. Guided by our core values and aligning our strategies with evolving customer needs, we help our partners thrive in dynamic technology markets. Our people and culture are at the heart of ScanSource’s success.
In fiscal 2026, we continued to invest in employee engagement, training and development. Employees completed more than 600 unique trainings, and we introduced an artificial intelligence (“AI”) channel through The Hub, our global learning platform, to accelerate responsible AI adoption across the Company. Feedback from our Employee Voices survey in North America and Pulses survey in Brazil continues to help guide enhancements to our programs and processes.
These initiatives foster a more connected and collaborative workforce and help develop the skills and capabilities our people need as we execute our strategy and pursue future growth opportunities.
Corporate Citizenship: Giving back to our communities is a core value at ScanSource. Over the past year, we continued to expand our Impact 360 program, a partnership focused on supporting underserved schools through hands-on volunteerism, relationship-building and needs-based programming. Impact 360 has expanded to more than a dozen schools across ScanSource’s footprint and received a Silver Halo Award for Best Education Initiative from Engage for Good. During 2025, more than 400 ScanSource volunteers contributed more than 2,000 hours to support our communities. Looking ahead, we remain focused on the corporate citizenship priorities that matter most to our business and stakeholders. Leading with our people and guided by our core values, we are committed to advancing sustainable growth and building long-term resilience for ScanSource.
Shareholder Engagement Efforts: Engaging with our shareholders and considering their views as we make decisions is an important part of the Board’s commitment to strong corporate governance. Our engagement efforts focus on building relationships, expanding dialogue to cover strategy and governance topics and collecting shareholder feedback. Over the past year, we reached out to shareholders representing nearly 70% of shares outstanding and held engagement calls with some of our largest shareholders, representing approximately 60% of shares outstanding. This dialogue helps us to better understand shareholders’ views on a variety of relevant issues, including Company strategy and performance, Board composition and refreshment, executive compensation and governance practices. The Board continues to encourage you to share your opinions with us.
We look forward to the year ahead, and, on behalf of the Board, thank you for your continued support.
Best regards,
Chair and Chief Executive Officer
| * | Represent non-GAAP financial measures. For more information on our non-GAAP measures and reconciliations to GAAP measures, see “Non-GAAP Financial Information” beginning on page 29 of the Annual Report for fiscal 2026 filed with the SEC on August 20, 2026 (the “Annual Report”). |
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Notice of Annual Meeting of Shareholders
Tuesday, December 8, 2026
9:00 a.m., Eastern Standard Time
The Annual Meeting of Shareholders (the “Annual Meeting”) of ScanSource, Inc. will be held at 9:00 a.m., Eastern Standard Time, on Tuesday, December 8, 2026 at our principal executive offices located at 6 Logue Court, Greenville, South Carolina 29615, for the following purposes:
| 1) | To elect the seven director nominees nominated by the Board of Directors to serve as directors until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified; |
| 2) | To approve, in a non-binding, advisory vote, the compensation of our Named Executive Officers (as defined in the Proxy Statement); |
| 3) | To ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2027; and |
| 4) | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Only shareholders whose names appear of record on our books at the close of business on October 2, 2026 will be entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.
You are cordially invited to attend the Annual Meeting in person, but if you are unable to do so, please vote via the Internet, by telephone or by marking, signing and dating your proxy card and returning it in the postage-paid envelope provided. You are entitled to revoke your proxy at any time before it is exercised, and, if you attend the Annual Meeting, you may also revoke your proxy by voting in person. Voting via the Internet, by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in person.
Shareholders are being notified of the Proxy Statement and the form of proxy on or about October 26, 2026. We encourage you to access and review the Proxy Statement and Annual Report prior to voting.
By Order of the Board of Directors,
Chair and Chief Executive Officer
October 26, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2026: The Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the Securities and Exchange Commission on August 20, 2026, are available at http://web.viewproxy.com/SCSC/2026.
Proxy Summary
MEETING INFORMATION
| Date and Time Tuesday, December 8, 2026 at 9:00 a.m., EST Location 6 Logue Court Greenville, SC 29615 | Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy via the Internet, by telephone or by mail does not affect your right to vote in person at the Annual Meeting. |
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How to Vote
Each shareholder is entitled to one vote for each share of common stock held on all matters presented at the Annual Meeting. Shareholders do not have the right to cumulate their votes for the election of directors. To vote by any of the following methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form in hand and follow the instructions below for your preferred method of voting. Shares may be voted by the following procedures:
| In Person | Via the Internet | By Telephone | By Mail |
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| Shares Held of Record: Shares may be voted in person at the Annual Meeting Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held of Record: www.AALVote.com/SCSC Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held of Record: 1(866) 804-9616 Shares Held in Street Name: See Voting Instruction Form | Shares may be voted by marking, signing and dating your proxy card and returning it in the postage-paid envelope found in your proxy package |
The following items of business will be addressed at the Annual Meeting:
| 1 | Election of seven director nominees nominated by the Board of Directors | 2 | Advisory vote to approve the compensation of our Named Executive Officers | 3 | Ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2027 |
| See page 16 · See page 22 · See page 24 | |||||
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Only shareholders of record at the close of business on October 2, 2026 (the “record date”) will be entitled to vote at the Annual Meeting, and each share of common stock will be entitled to one vote. At the close of business on the record date, there were 20,367,768 shares of our common stock outstanding and entitled to vote at the Annual Meeting. Voting instructions are accepted until 11:59 p.m., Eastern Standard Time on December 7, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.