UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 1, 2019

 

 

ScanSource, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

South Carolina   000-26926   57-0965380

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

6 Logue Court, Greenville, South Carolina 29615

(Address, Including Zip Code, of Principal Executive Offices)

(864) 288-2432

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On February 5, 2019, ScanSource, Inc., a South Carolina corporation (the “Company”), issued a press release announcing that Steven R. Fischer, the Chairman of the Board of Directors (the “Board”), retired from his position as Chairman of the Board and director of the Company effective February 1, 2019. Michael L. Baur, the Company’s Chief Executive Officer, has been appointed to the additional role of Chairman of the Board, and Peter C. Browning has been appointed Lead Independent Director.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

99.1    Press release issued by ScanSource, Inc. on February 5, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ScanSource, Inc.
Date: February 5, 2019     By:   /s/ Michael L. Baur
      Name:   Michael L. Baur
     

Its:

  Chief Executive Officer

Exhibit 99.1

 

LOGO

 

For Immediate Release

February 5, 2019

    

Contact: Melissa Andrews
864.286.4425

ScanSource, Inc.

melissa.andrews@scansource.com

 
 

 

 

SCANSOURCE ANNOUNCES RETIREMENT OF BOARD CHAIRMAN,

STEVE FISCHER

GREENVILLE, SC – ScanSource, Inc., (NASDAQ: SCSC), a leading global provider of technology products and solutions, today announced the retirement of Steven R. Fischer, Chairman of the Board, effective February, 1, 2019. Chief Executive Officer Mike Baur has been appointed to the additional role of Chairman of the Board, and Peter Browning has been appointed Lead Independent Director.

Mr. Fischer joined the ScanSource Board of Directors in 1995 and has served as Chairman since 2009. During his 23 years of service, ScanSource grew from $2.4 million in annual net sales to more than $3.8 billion in annual net sales and currently ranks #653 on the Fortune 1000. Mr. Fischer brought invaluable experience and guidance, extensive financial skills, and exceptional management expertise to ScanSource and the Board.

“I am grateful for the opportunity I had to serve on the Board of Directors and to be a part of ScanSource’s tremendous growth and success over the years. I am also thankful for the experience of serving with, and leading, my colleagues on the Board, whom I greatly admire and respect. I have the utmost confidence that ScanSource’s management team and Board of Directors will be able to realize even greater success in the future,” said Fischer.

Mike Baur commented on Steve Fischer’s retirement, “On behalf of the ScanSource family, I want to thank Steve for his many years of service on our Board and especially for his leadership as our Chairman. I greatly appreciate the dedicated support from our Board members under Steve’s Chairmanship. His contributions to our Board have significantly influenced ScanSource’s growth and achievements. We will greatly miss Steve. All of us here at ScanSource thank him for his years of service, and wish him and his family all the best.”

Peter Browning provides strong leadership continuity for ScanSource as the Company’s Lead Independent Director. He has been a member of the Board of Directors of ScanSource since May 6, 2014 and serves as Chair of the Compensation Committee. “Peter Browning will be a terrific Lead Independent Director for our Board of Directors,” said Baur. “During his time on our Board, Peter has developed a deep knowledge of ScanSource and our industry. He has the respect of our Board, our management team and our stakeholders and will provide a smooth transition for our Board leadership.”

Mr. Browning is the founder and Managing Director of Peter Browning Partners, LLC, a board advisory service and has served on the board of directors of fourteen publicly traded companies. In that time, he has been Chairman and CEO; CEO; non-executive chair; lead director; and chair of audit, compensation, and governance/nominating committees.

About ScanSource, Inc.

ScanSource, Inc. (NASDAQ: SCSC) is a leading global provider of technology products and solutions, focusing on point-of-sale (POS), payments, barcode, physical security, unified communications and collaboration, cloud and telecom services. ScanSource’s teams provide value-added solutions and operate from two segments, Worldwide Barcode, Networking & Security, which includes POS Portal, and Worldwide Communications & Services, which includes Intelisys and Canpango. ScanSource is committed to helping its customers choose, configure and deliver the industry’s best solutions across almost every vertical market in North America, Latin America and Europe. Founded in 1992 and headquartered in Greenville, South Carolina, ScanSource was named one of the 2018 Best Places to Work in South Carolina and on FORTUNE magazine’s 2019 List of World’s Most Admired Companies. ScanSource ranks #653 on the Fortune 1000. For more information, visit www.scansource.com .

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