ScanSource (SCSC) Proxy filing summary

Executive summary

• FY2026 net sales rose 6.1% to $3.23B; gross profit rose 7.0% to $437.4M, adjusted EBITDA rose 4.8% to $151.5M, and non-GAAP diluted EPS increased 18.8% to $4.24.

• Gross margin expanded 20 bps to 13.6%; recurring revenue reached 33.7% of gross profit, up from 32.8%, and free cash flow was $113.8M.

• MicroAge acquisition closed in September 2026, adding higher-margin capabilities in cloud, cybersecurity, data center and AI; expected to be accretive to gross margin, adjusted EBITDA margin and non-GAAP EPS in the first year after closing.

• Fiscal 2027 priorities include profitable growth, recurring revenue, disciplined acquisitions, continued share repurchases and maintaining a strong balance sheet.

Voting matters and shareholder proposals

• December 8, 2026 meeting agenda: elect seven directors, hold an advisory say-on-pay vote and ratify Deloitte & Touche LLP for FY2027; the Board recommends FOR each proposal.

• October 2, 2026 is the voting record date; 20,367,768 common shares were outstanding, with one vote per share and no cumulative director voting.

• Director election, say-on-pay and auditor ratification each require a majority of votes cast; broker discretion applies to auditor ratification, not the first two proposals.

• Proposals for inclusion in the 2027 proxy must arrive by June 28, 2027; other nominations and proposals generally require notice August 10–September 9, 2027, subject to meeting-date changes.

Board of directors and corporate governance

• Seven nominees stand for annual election through the 2027 meeting; six directors are independent, and Michael Baur serves as Chair and CEO with Charles Mathis as Lead Independent Director.

• Peter Browning retired in August 2026 after more than 12 years on the Board; the Board reduced to seven members.

• The Board met 11 times and its committees met 15 times in FY2026; all incumbent directors attended at least 75% of applicable meetings.

• Board succession and performance reviews occur annually; annual elections apply, with no term limits or mandatory retirement age.

• Shareholder outreach covered nearly 70% of outstanding shares; engagement calls involved holders representing approximately 60%, while seven investors representing nearly 50% accepted FY2027 outreach invitations.