UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A (Rule 14a-101)
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 x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to §240.14a-12 | |
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 the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ¨ | Fee paid previously with preliminary materials: | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to
Be Held on <mtgdate>.
You are receiving this communication because you hold
shares in the above named company.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an
overview of the more
complete proxy materials that are
available to you on the Internet. You may view the proxy
materials online at www.proxyvote.com or easily request a
paper copy (see reverse side).
We encourage you to access and review all of the important
information
contained in the proxy materials before voting.
Meeting Information
Meeting
Type: <mtgtype>
For holders as of: <recdate>
Date: Time:
<mtgtime>
Location:
0000186580_1 R1.0.0.51160
SCANSOURCE, INC. SCANSOURCE, INC.
6 LOGUE COURT
GREENVILLE, SOUTH CAROLINA 29615
Annual Meeting
October 16, 2013
December 05, 2013
December 05, 2013 10:30 AM EST
Marriott Hotel
One Parkway East
Greenville, SC 29615
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession
of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow available and follow the instructions.
Vote By Mail: You can vote by mail
by requesting a paper copy of the materials, which will include a proxy card.
How To Vote
XXXX XXXX XXXX
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the
following page) and visit: www.proxyvote.com.
How to Request
and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request:
1) BY
INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow (located on the following page) in the subject line.
XXXX XXXX XXXX
XXXX XXXX XXXX
0000186580_2 R1.0.0.51160
1. Annual Report 2. Notice & Proxy Statement
Requests, instructions and other inquiries
sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before November 21, 2013 to
facilitate timely delivery.
Voting items
0000186580_3
R1.0.0.51160
The Board of Directors recommends you vote
FOR the following:
1. Election of Directors
Nominees
01 Michael L. Baur 02 Steven R. Fischer 03 Michael J. Grainger 04 John P. Reilly 05 Charles R. Whitchurch
The Board of Directors recommends you vote FOR proposals 2 and 3.
2. Advisory vote to approve
named executive officer compensation.
3. Approval of the ScanSource, Inc. 2013 Long-Term Incentive Plan.
NOTE: THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID AGENTS,OR ANY OF THEM OR THEIR SUBSTITUTES, MAY
LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF, AND ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING,
THE ACCOMPANYING PROXY STATEMENT AND THE ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDING JUNE 30, 2013.
0000186580_4 R1.0.0.51160
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
Signature [PLEASE
SIGN WITHIN BOX] Date Signature (Joint Owners) Date
To withhold authority to vote for any
individual nominee(s), mark “For All
Except” and write the number(s) of the
nominee(s) on the line below.
0000186581_1 R1.0.0.51160
For Withhold For All
All All Except
The Board of Directors recommends you vote
FOR the following:
1. Election of Directors
Nominees
01 Michael L. Baur 02 Steven R. Fischer 03 Michael J. Grainger 04 John P. Reilly 05 Charles R. Whitchurch
SCANSOURCE, INC.
6 LOGUE COURT
GREENVILLE, SOUTH CAROLINA 29615
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy
materials, you
can consent to receiving all future proxy statements, proxy cards
and annual reports electronically via e-mail or the Internet. To sign up for
electronic delivery, please follow the instructions above to vote using the Internet
and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we
have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain
2.
Advisory vote to approve named executive officer compensation.
3. Approval of the ScanSource, Inc. 2013 Long-Term Incentive Plan.
NOTE: THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID AGENTS,OR ANY OF THEM OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF, AND ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING, THE ACCOMPANYING PROXY STATEMENT
AND THE ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDING JUNE 30, 2013.
Please sign
exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must
sign. If a
corporation or partnership, please sign in full corporate or
partnership name, by authorized officer.
0000186581_2 R1.0.0.51160
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement
is/
are available at www.proxyvote.com .
SCANSOURCE, INC.
Annual Meeting of Shareholders
December 5, 2013 10:30 AM
This proxy is solicited by the Board of Directors
The undersigned shareholder of ScanSource,
Inc., a South Carolina corporation (the “Company”), hereby appoints Michael L.
Baur and John J. Ellsworth as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse side, all of the shares of common stock, no par value, of the Company
held of
record by the undersigned on October 16, 2013 at the Annual Meeting of the Shareholders of the Company to be held on
December 5, 2013 or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. THIS PROXY, IF DULY EXECUTED AND RETURNED, WILL BE VOTED “FOR” THE NOMINEES FOR DIRECTOR,
AND “FOR” PROPOSALS 2 AND 3, IF NO INSTRUCTION TO THE CONTRARY IS INDICATED. THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF SHAREHOLDERS IN
ACCORDANCE WITH THEIR JUDGMENT.
Continued and to be signed on reverse side