Item 5. Other Information
Item 5. Other Information
During the three months ended September 30, 2023, none of the Company, our directors or our officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933), except as follows:
On September 2, 2023 , Michael Baur , our Chief Executive Officer and Chair of the Board of Directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) and that provides for the sale of up to 427,001 shares of our common stock under Rule 144. The duration of such trading arrangement will be until November 20, 2024 (or earlier if all transactions under the trading arrangement had been completed or certain other events occurred).
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Item 6. Exhibits
Exhibit
Number Description
10.1 Amendment No. 20 to Cisco Nonexclusive Value Added Distributor Agreement
10.2 Amendment No. 21 to Cisco Nonexclusive Value Added Distributor Agreement
10.3 Separation Agreement and General Release, dated as of September 22, 2023, by and between the Company and John Eldh (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 26, 2023, File No. 000-26926)
31.1 Certification of the Chief Executive Officer, Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer, Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 Compensation Recovery Policy
101 The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets at September 30, 2023 and June 30, 2023; (ii) the Condensed Consolidated Income Statements for the quarters ended September 30, 2023 and 2022; (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the quarters ended September 30, 2023 and 2022; (iv) the Condensed Consolidated Statements of Shareholder's Equity at September 30, 2023 and 2022; (v) the Condensed Consolidated Statements of Cash Flows for the quarters ended September 30, 2023 and 2022; and (vi) the Notes to the Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL
104 Cover page Inline XBRL File (Included in Exhibit 101)
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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 thereunto duly authorized.
ScanSource, Inc.
Date: November 9, 2023 /s/ MICHAEL L. BAUR
Michael L. Baur
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: November 9, 2023 /s/ STEVE JONES
Steve Jones
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: November 9, 2023 /s/ BRANDY FORD
Brandy Ford
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.