ScanSource shareholders approve 2024 Omnibus Incentive Plan authorizing 2.23M new shares

SCANSOURCE, INC.

2024 Plan replaces prior 2021 plan; authorized shares capped at 2,234,543 plus returned shares from 2021 plan.
Shareholder vote: 19,590,961 for, 1,215,191 against, 692,423 broker non-votes; passed.
Plan mandates minimum one-year vesting; prohibits repricing of options/SARs without shareholder approval.
Awards subject to standard share retention guidelines and clawback policies; change-in-control provisions included.
All eight director nominees re-elected; say-on-pay approved with 20,277,859 votes for; auditor Grant Thornton ratified.

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