1 unchanged sentence
(a) Evaluation of Disclosure Controls and Procedures
−Removed: We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
10 unchanged sentences
Based on its assessment using those criteria, our management concluded that our internal control over financial reporting was effective as of June 30, 2024.
−Removed: The effectiveness of our internal control over financial reporting as of June 30, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their Report of Independent Registered Certified Public Accounting Firm on Internal Control Over Financial Reporting which is included with the Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their Report of Independent Registered Public Accounting Firm on internal control over financial reporting which is included with the Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
(c) Changes in Internal Control over Financial Reporting
1 unchanged sentence
Other Information.
−Removed: During the three months ended June 30, 2023, none of our directors or 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).
+Added: During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act 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).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Index to Financial Statements
−Removed: Information called for by Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K has been omitted as we intend to file with the SEC not later than 120 days after the end of our fiscal year ended June 30, 2023, an amendment to this Form 10-K or a definitive Proxy Statement relating to the 2024 Annual Meeting pursuant to Regulation 14A promulgated under the Exchange Act (the "Part III Filing").
+Added: Information called for by Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K has been omitted as we intend to file with the SEC, pursuant to General Instructions G(3) to Form 10K, not later than 120 days after the end of our fiscal year ended June 30, 2024, a definitive Proxy Statement relating to the 2024 Annual Meeting pursuant to Regulation 14A promulgated under the Exchange Act (the “Part III Filing”).
Such information will be set forth in such Part III Filing and is incorporated herein by reference.
14 unchanged sentences
(a)(2) Financial Statement Schedules.
−Removed: See Schedule II – "Valuation and Qualifying Accounts," which appears below.
(a)(3) Exhibits.
25 unchanged sentences
MATHIS Director August 27, 2024
+Added: /s/ VERNON NAGEL Director August 27, 2024
/s/ DOROTHY F.
4 unchanged sentences
TEMPLE Director August 27, 2024
−Removed: /s/ CHARLES R.
−Removed: WHITCHURCH Director August 22, 2023
Index to Financial Statements
2 unchanged sentences
herewith Form Exhibit Filing
−Removed: 2.1 Letter Agreement between Registrant and Intersmart Comércio ImportaçãoExportação de Equipamentos Eletrônicos, S.A., dated August 14, 2014
−Removed: 8-K 10.1 8/15/2014
2.1 Share Purchase and Sale Agreement for Global Data Network LLP dated January 8, 2015
10-Q 2.1 2/3/2015
−Removed: 2.3 + Sale and Purchase Agreement, dated November 12, 2020, by and among ScanSource Europe C.V.
−Removed: and SSE Services Holdings, LLC
−Removed: 8-K 2.1 11/13/2020
3.1 Second Amended and Restated Articles of Incorporation and Articles of Amendment
1 unchanged sentence
3.2 Amended and Restated Bylaws
−Removed: 8-K 3.2 1/27/2022
+Added: 10-Q 3.1 5/7/2024
4.1 Form of Common Stock Certificate SB-2 4.1 2/7/1994
4.2 Description of Securities
−Removed: 10-K 4.2 8/22/2019
Executive Compensation Plans and Arrangements
10.1 ScanSource, Inc.
−Removed: Nonqualified Deferred Compensation Plan, as Amended and Restated Effective January 1, 2021
−Removed: 10-Q 10.3 5/10/2021
−Removed: 10.2 2013 Long-Term Incentive Plan
−Removed: S-8 99 12/5/2013
+Added: 2024 Board of Directors Compensation Program
10.2 ScanSource, Inc.
−Removed: 2021 Omnibus Incentive Compensation Plan
−Removed: 10.4 Employee Stock Purchase Plan
−Removed: S-8 99 12/5/2013
−Removed: 10.5 Founder's Supplemental Executive Retirement Plan Agreement
+Added: Non qualified Deferred Compensation Plan, as Amended and Restated Effective January 1, 2021
10-Q 10.3 5/10/2021
3 unchanged sentences
Management Incentive Plan
−Removed: 10.8 Form of Restricted Stock Unit Award Certificate under ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
−Removed: 10-Q 10.1 2/6/2014
−Removed: 10.9 Form of Director Restricted Stock Unit Award Certificate under ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
−Removed: 10-Q 10.2 2/6/2014
−Removed: 10.10 Form of Incentive Stock Option Award Certificate under ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
−Removed: 10-Q 10.3 2/6/2014
−Removed: 10.11 Form of Non-Qualified Stock Option Award Certificate under ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
−Removed: 10-Q 10.4 2/6/2014
−Removed: 10.12 Form of Other Stock Based Award Certificate under ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan
10-K 10.7 8/22/2023
−Removed: 10.13 Form of Performance and Service - Based Restricted Stock Unit Award Certificate under ScanSource Inc.
−Removed: 2013 Long-Term Incentive Plan
−Removed: 10-K 10.34 8/28/2014
−Removed: 10.14 Form of Restricted Stock Unit Award (Performance and Service-Based) under the 2013 Long-Term Incentive Plan (2017 version)
−Removed: 8-K 10.1 12/8/2017
−Removed: 10.15 Form of Restricted Stock Unit Award (Service-Based) under the 2013 Long-Term Incentive Plan (2017 version)
−Removed: 8-K 10.2 12/8/2017
−Removed: Index to Financial Statements
−Removed: Number Description Filed
−Removed: herewith Form Exhibit Filing
−Removed: 10.16 Form of Non-Qualified Stock Option Agreement under the 2013 Long-Term Incentive Plan (2017 version)
−Removed: 8-K 10.3 12/8/2017
−Removed: 10.17 Form of Incentive Stock Option Agreement under the 2013 Long-Term Incentive Plan (2017 version)
−Removed: 8-K 10.4 12/8/2017
10.5 Amended and Restated Employment Agreement, effective as of July 1, 2017, of Michael L.
2 unchanged sentences
10-K 10.26 8/24/2021
−Removed: 10.20 Severance Plan for John C.
+Added: 10.7 Separation Agreement and General Release, dated September 22, 2023, by and between Registrant and Joh n Eldh
8-K 10.1 9/26/2023
3 unchanged sentences
10-K 10.29 8/24/2021
−Removed: 10.23 ScanSource, Inc.
−Removed: 2022 Board of Directors Compensation Program
−Removed: 10-K 10.28 8/23/2022
−Removed: 10.24 First Amendment to Nonqualified Deferred Compensation Plan
−Removed: 8-K 10.1 11/30/2018
−Removed: 10.25 Form of Director Restricted Stock Award Certificate for grants on or after January 1, 2019 under the ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan
−Removed: 8-K 10.2 11/30/2018
−Removed: 10.26 Form of Director Restricted Stock Unit Certificate for grants on or after January 1, 2019 under the ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan
−Removed: 8-K 10.3 11/30/2018
−Removed: 10.27 Form of Director Restricted Stock Award Certificate under the ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan
−Removed: 8-K 10.4 11/30/2018
−Removed: 10.28 Form of Restricted Stock Unit Award Certificate under the ScanSource, Inc.
+Added: 10.10 Employment L etter, dated February 9, 2023 of Shana Smith
+Added: 10-K/A 10.23 10/24/2023
+Added: 10.11 Employment Letter, dated June 29, 2023 of Alexandre Conde
+Added: 10.12 Severance Plan, dated December 13, 2023 for Alexandre Conde
10.13 2013 Long-Term Incentive Plan
+Added: S-8 99 12/5/2013
+Added: 10.14 Form of Incentive Stock Option Award Certificate under ScanSource, Inc.
+Added: 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
+Added: 10-Q 10.3 2/6/2014
+Added: 10.15 Form of Non-Qualified Stock Option Award Certificate under ScanSource, Inc.
+Added: 2013 Long-Term Incentive Plan for grants on or after December 5, 2013
+Added: 10-Q 10.4 2/6/2014
+Added: 10.16 Form of Non-Qualified Stock Option A ward Ce rtificate under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.3 12/8/2017
−Removed: 10.29 Form of Restricted Stock Unit Award Certificate under the ScanSource, Inc.
−Removed: 2013 Long-Term Incentive Plan
+Added: 10.17 Form of Incentive Stock Option Award Certifica te under the 2013 Long-Term Incentive Plan (2017 version)
8-K 10.4 12/8/2017
−Removed: 10.30 Form of Restricted Stock Unit Award Certificate under the ScanSource, Inc.
+Added: 10.18 Form of Restricted Stock Unit Award Certificate (Performance - and S ervice - based) under the ScanSource, Inc.
2013 Long-Term Incentive Plan
10-K/A 10.37 10/26/2021
−Removed: 10.31 Form of Restricted Stock Unit Award Certificate under the ScanSource, Inc.
+Added: 10.19 Form of Restricted Stock Unit Award Certificate (Service -based ) under the ScanSource, Inc.
2013 Long-Term Incentive Plan
10-K 10.38 8/24/2021
−Removed: 10.32 Form of Employee Restricted Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan
+Added: Index to Financial Statements
+Added: 10.20 ScanSource, Inc.
+Added: 2021 Omnibus Incentive Compensation Plan
10-K 10.3 8/22/2023
−Removed: 10.33 Form of Director Restricted Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan
+Added: 10.21 Form of Employee Restricted Stoc k Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.2 1/27/2022
−Removed: 10.34 Form of Restricted Stock Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan
+Added: 10.22 Form of Restricted Stock Unit Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan
8-K 10.4 1/27/2022
−Removed: 10.35 Form of Director Restricted Stock Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan
+Added: 10.23 Form of Director Restricted Stock Unit Award Certificate (Service-Based) under the 2021 Omnibus Incentive Compensation Plan
8-K 10.5 1/27/2022
−Removed: 10.36 Form of Employee Restricted Stock Award Certificate (Performance and Service-Based) under the 2021 Omnibus Incentive Compensation Plan
+Added: 10.24 Form of Employee Restricted Stock Unit Award Certificate (Performance and Service-Based) under the 2021 Omnibus Incentive Compensation Plan
8-K 10.6 1/27/2022
1 unchanged sentence
8-K 10.7 1/27/2022
−Removed: Index to Financial Statements
−Removed: Number Description Filed
−Removed: herewith Form Exhibit Filing
10.26 Form of Non-Qualified Stock Option Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.8 1/27/2022
−Removed: 10.39 Form of Director Stock Award Certificate (Stock) under the 2021 Omnibus Incentive Compensation Plan
+Added: 10.27 Form of Directo r Stock Award Certificate under the 2021 Omnibus Incentive Compensation Plan
8-K 10.9 1/27/2022
2 unchanged sentences
8-K 10.1 9/29/2022
+Added: 10.29 Suspension of Rights Agreement, dated as of April 16, 2024, to the Third Amended and Restated Credit Agreement
+Added: 10-Q 10.1 5/7/2024
Other Agreements
−Removed: 10.41 + Industrial Lease Agreement dated April 27, 2007 between Registrant and Industrial Developments International, Inc.
+Added: 10.30 + Industrial Lease Agreement between Registrant and Industrial Developments International, Inc.
10-K 10.26 8/29/2007
32 unchanged sentences
17 to Cisco Nonexclusive Value Added Distributor Agreement
−Removed: 10-K 10.47 8/22/2019
−Removed: 10.54 Amendment No.
−Removed: 16 to Cisco Nonexclusive Value Added Distributor Agreement
10-Q 10.2 5/10/2021
10.43 Amendment No.
−Removed: 17 to Cisco Nonexclusive Value Added Distributor Agreement
−Removed: 10-Q 10.2 5/10/2021
−Removed: 10.56 Amendment No.
21 to the Nonexclusive Value Added Distributor Agreement
−Removed: 10-Q 10.1 5/09/2023
−Removed: 10.57 Amendment No.
−Removed: 19 to the Nonexclusive Value Added Distributor Agreement
−Removed: 10-Q 10.2 5/09/2023
−Removed: 10.58 Amendment No.
−Removed: 20 to the Nonexclusive Value Added Distributor Agreement
−Removed: 10.59 Amendment No.
−Removed: 21 to the Nonexclusive Value Added Distributor Agreement
+Added: 10-K 10.59 8/22/2023
10.44 + Addendum to Cisco Nonexclusive Value Added Distributor Agreement dated March 25, 2019
2 unchanged sentences
10-K 10.49 8/22/2019
+Added: Index to Financial Statements
10.46 + Affiliate Agreement under Cisco Nonexclusive Value Added Distributor Agreement
4 unchanged sentences
10-K 10.59 8/24/2021
−Removed: Index to Financial Statements
−Removed: Number Description Filed
−Removed: herewith Form Exhibit Filing
10.49 Participation Agreement Relating to Distribution Agreement with Zebra
8 unchanged sentences
10-K 10.64 8/24/2021
+Added: 10.54 + Addendum to Zebra PartnerConnect EVM Distributor Agreement
+Added: 19.1 Insider Trading Policy
21.1 Subsidiaries of the Company
4 unchanged sentences
32.2 Certification of the Chief Financial Officer
+Added: 97.1 Compensation Recovery Plan
+Added: 10-Q 99.1 11/9/2023
101 The following materials from our Annual Report on Form 10-K for the year ended June 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
3 unchanged sentences
+ Portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
−Removed: Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 000-26926.
+Added: Our SEC file number for documents filed with the SEC pursuant to the Exchange Act is 000-26926.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.