Scansource, Inc 8-K, filed Oct 6, 2020
Scansource, Inc. (SCSC)
About this 8-K
Scansource, Inc filed this 8-K on October 6, 2020, reporting on events of October 5, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 5, 2020, the Board of Directors (the “Board”) of ScanSource, Inc. (the “Company”) increased the size of its Board to nine members and appointed Frank Edward Emory, Jr. as a director of the Company, both effective October 5, 2020. Mr. Emory was also appointed to serve on the Audit, Compensation, Governance, Nominating and Risk Committees of the Board.
Mr. Emory, age 62, has served as executive vice president and chief administrative officer for Novant Health since 2019. Prior to joining Novant Health, Mr. Emory served as a partner with international law firm Hunton Andrews Kurth LLP since 2001. Mr. Emory has considerable experience overseeing legal, government relations, risk management, corporate audit, compliance, human resources and diversity, inclusion and health equity teams.
Upon his appointment to the Board, Mr. Emory became entitled to a prorated portion of the non-employee directors’ compensation. As previously disclosed, the Board has elected to forego receipt of their annual retainer for the second half of the 2020 calendar year. Consistent with the other members of the Board, Mr. Emory has elected to also forego the prorated portion of the annual retainer of $85,000 that he would otherwise be entitled to receive. Mr. Emory will also be entitled to reimbursement of his expenses incurred in connection with the performance of his services as a director.
In addition, Mr. Emory will receive annual awards of restricted stock units under the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”). Each non-employee director of the Company annually receives an award of restricted stock units, determined by dividing $130,000 by the Equity Award Value (as defined in the 2013 Plan). Because Mr. Emory first became a non-employee director on a date other than the regularly scheduled annual equity grant, he will receive an award for a prorated number of restricted stock units. The restricted stock units are granted automatically under the 2013 Plan and may not be transferred or sold until vested. Restricted stock units granted under the 2013 Plan will vest in full on the day that is six months after the date of grant, or upon the earlier to occur of (i) the director’s termination of service as a director by reason of death, disability or retirement, or (ii) a change in control of the Company. If Mr. Emory terminates his service as a director for any other reason, he will forfeit all of his right, title and interest in and to the restricted stock as of the date of termination.
There are no transactions between Mr. Emory or any member of his immediate family and the Company or any of its subsidiaries and there is no arrangement or understanding between Mr. Emory and any other persons or entities pursuant to which Mr. Emory was appointed as a director of the Company.
The full text of the press release announcing Mr. Emory’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: October 6, 2020 | SCANSOURCE, INC | |||||
| By: | /s/ Michael L. Baur | |||||
| Name: | Michael L. Baur | |||||
| Its: | Chairman and Chief Executive Officer | |||||
Exhibit 99.1
|
For Immediate Release October 6, 2020 |
Contact: Melissa Andrews
864.286.4425
melissa.andrews@scansource.com
ScanSource Appoints New Board Member
Frank Emory brings extensive legal, economic development, and executive leadership experience to the Board
GREENVILLE, S.C., (October 6, 2020) — ScanSource, Inc. (Nasdaq: SCSC), a leading provider of technology products and solutions, today announced the appointment of Frank E. Emory, Jr. to its Board of Directors, effective October 5, 2020. Mr. Emory’s appointment expands the Board to nine members.
Mr. Emory brings more than three decades of legal and executive leadership experience to ScanSource’s Board of Directors. Currently, he serves as Executive Vice President and Chief Administrative Officer for Novant Health, a leading healthcare network with 15 hospitals and nearly 30,000 employees across North Carolina, South Carolina, and Virginia. Mr. Emory oversees compliance, legal, external affairs, internal audit, risk management, privacy, human resources, and diversity & inclusion. Prior to joining Novant Health in 2019, Mr. Emory served as a partner with international law firm Hunton Andrews Kurth LLP for 17 years, where he was Co-Head of the Litigation and Labor Group and managing partner of the Charlotte office. Previously, he served as partner at Robinson, Bradshaw & Hinson, P.A. from 1990 to 2001 and at Ferguson, Stein, Watt, Wallas & Adkins, P.A. from 1983 to 1990.
In addition to his background in law, Mr. Emory has a significant record of economic and civic involvement. He currently serves as the Chair of the Board of the Economic Development Partnership of North Carolina. He has held multiple leadership and advisory positions, including the Chair of the Charlotte Chamber of Commerce, President of the Mecklenburg County Bar, eight years on the North Carolina Board of Transportation, Executive Committee member of the Duke University Board of Trustees, and the first African American and youngest Chair of the Charlotte-Mecklenburg Planning Commission. He received the Order of the Long Leaf Pine, North Carolina’s highest civilian honor, in 2001.
Mr. Emory graduated cum laude from Duke University where he was an Angier B. Duke Scholar and the president of the student government. He received his law degree at the University of North Carolina at Chapel Hill School of Law on a Morehead Law Fellowship.
“We are delighted to have Frank join our Board and bring his extensive experience as an organizational leader and economic development champion,” said Mike Baur, Chairman and CEO, ScanSource, Inc. “His perspectives as a legal expert and executive – as well as his many years of public service and deep community involvement – will bring valuable insight to the Board and our organization.”
“I am honored to be joining ScanSource’s Board of Directors, and look forward to contributing to the company’s ongoing commitment to its partners and stakeholders,” said Mr. Emory.
About ScanSource
ScanSource, Inc. (NASDAQ: SCSC) is at the center of the technology solution delivery channel, connecting businesses and providing solutions for their complex needs. ScanSource sells through multiple, specialized routes-to-market with digital, physical and services offerings from the world’s leading suppliers of point-of-sale (POS), payments, barcode, physical security, unified communications and collaboration, telecom, and cloud services. ScanSource enables its sales partners to create, deliver and manage solutions for end-customers across almost every vertical market. Founded in 1992 and headquartered in Greenville, South Carolina, ScanSource was named one of the 2020 Best Places to Work in South Carolina and on FORTUNE magazine’s 2020 List of World’s Most Admired Companies. ScanSource ranks #654 on the Fortune 1000. For more information, visit www.scansource.com.
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