Scansource Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
04 12월 2007 - 6:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
(Amendment No.
)
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the
appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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SCAN
SOURCE
, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check
the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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EXPLANATORY NOTE
On December 3, 2007, Scan
Source
, Inc. (the Company) sent the following letter to Fidelity Investments, one of the Companys shareholders. This letter is filed hereby to the extent it may be
deemed additional soliciting materials within the meaning of the Securities Exchange Act of 1934, as amended.
December 3, 2007
Joseph Vitelli
Investment Proxy Research
Fidelity
Investments
One Spartan Way TS1E
Merrimack, NH 03054
Mr. Vitelli:
This letter is in
response to your email to Scan
Source
, Inc. (the Company) dated November 27, 2007, regarding the Companys Amended and Restated 2002 Long-Term Incentive Plan (the LTIP), which indicates that certain features
of the LTIP may not be consistent with Fidelitys voting guidelines. Specifically, Fidelitys guidelines require minimum vesting periods for full value awards and limitations on discretionary vesting of awards.
On behalf of the Company, we hereby commit that management of the Company will make a recommendation to the Companys Board of Directors to adopt
amendments to the LTIP to address the concerns noted by Fidelity as follows:
1. Amend the LTIP to delete Section 4.3(f) in its
entirety and to delete references to acceleration of vesting or waivers of restrictions contained in Section 4.3(e).
2. Amend the LTIP
to provide that exceptions to the minimum vesting requirements set forth in Section 5.5 of the LTIP for Substitute Awards granted pursuant to Section 13.1, Stock or Other Stock-Based Awards granted pursuant to Article 12, and discretionary
acceleration of awards pursuant to the second sentence of Section 13.9, be limited to awards that do not exceed 10% of the total number of shares authorized for issuance under the LTIP.
Such recommendation will be made at a regularly scheduled meeting of the Board of Directors during the next fiscal year.
We hope these changes adequately address Fidelitys concerns, but please let me know if you have any questions or would like to discuss this matter
further.
Sincerely,
/s/ John J. Ellsworth
John J. Ellsworth,
General Counsel
& Corporate Secretary
CC
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John P. Reilly, Chairman, ScanSource, Inc. Compensation Committee
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ScanSource (NASDAQ:SCSC)
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