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

Filed by the Registrant  ☒                        Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ScanSource, 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):

Letter from our Chairman and CEO

Fellow shareholders:Shareholders:

Thank you for your continued investment in ScanSource. On behalf of ScanSource’s Board of Directors, (the “Board”), it is my pleasure to invite you to join us atparticipate in the upcoming 20172021 Annual Meeting of Shareholders. If you are unable to make the Annual Meeting, I want toShareholders and encourage you to cast your vote onreview the items discussed in theattached Notice of Annual Meeting of Shareholders and Proxy Statement and vote using the attached proxy card.

For me, the theme for 2020 has been “CHANGE.” I would likewant to take this opportunity to remind you of some of the important changes at ScanSource this year:

Protecting our Employees: Our top priority during the COVID-19 pandemic is protecting the health and safety of our employees. In March 2020, we moved quickly to transition our employees, where possible, to a fully remote working environment. We have taken a number of measures and investments to ensure our teams have the flexibility and resources they need to stay safe, healthy and productive. We are following global guidance from authorities and health officials including temperature checks when entering our facilities, requiring masks in our facilities, and implementing additional cleaning and sanitation routines. Our distribution facilities have remained open and operational, and most of our office-based employees continue to work remotely. Despite the challenges, the ScanSource teams have worked tirelessly to safely continue to provide youthe high level of customer service our partners have grown to expect from us in order to achieve positive results.

Focusing on Diversity and Inclusion: In July 2020, we reaffirmed ScanSource’s commitment to diversity and inclusion with the creation of a comprehensive Diversity & Inclusion program and the appointment of Ken Peterson as our Chief Diversity Officer. A key component of this program is the creation of an updateAdvisory Council, which is an employee-led group focused on whatsharing insights, ideas, and opinions from employees as to how to most effectively implement diversity and inclusion strategies within ScanSource.

Transforming the Business: In 2015, we launched a multi-year business transformation to enable ScanSource to meet the future needs of our partners, employees and investors by adding new capabilities and more routes to market, including subscription software and services, to our already strong traditional specialty hardware device business. Externally, these efforts resulted in key acquisitions of Intelisys, positioning ScanSource as one of the most successful cloud companies in the channel, POS Portal, adding strength and capabilities in the payments business, and intY, providing a digital distribution solution with data insights and a strong Microsoft relationship. Internally, our transformation efforts examined how and where we do business. As part of our “One ScanSource” initiative, we restructured our independent sales teams into a single sales force with more capability to serve our customers. We reexamined our business support process and implemented a $30 million annualized SG&A expense reduction program. Finally, we looked at the performance of each part of our business and divested our products distribution businesses in Mexico, Colombia, Chile, Peru and our Miami-based export operations and in Europe and the U.K. to focus on higher margin and better performing areas.

Adding to the Board of Directors: Our Board has continued to grow during 2020, and this growth has brought with it additional, valuable experience and perspectives to ScanSource. In May 2020, we increased the size of the Board to eight members and appointed Jeffrey R. Rodek as a new Board member. Jeff has accomplishedover 40 years of business and leadership experience spanning across multiple industries. Over Jeff’s career, he has driven performance growth and improved corporate governance strategies in 2017.

During fiscal 2017, our Board focused on ensuring that we continued to implement our capital allocation strategy, which is designed to create value for our shareholders. The Board worked to oversee the deployment of capital through organic growth, strategic acquisitions,enterprise software and share repurchases. Onetechnology solutions industries, giving him a keen understanding of the highlightschallenges and issues present in our industry. In October 2020, we increased the size of our fiscal 2017 performance is the $95 million of operating cash flow generated over the last twelve months, which is significantly higher than the prior year period. This reflects some working capital efficiency and additional cash flow from acquisitions. Since the last shareholder meeting, we made two acquisitions, the most significant of which was the purchase of POS Portal, a leading distributor of payment devices and services primarily to the SMB market segment. POS Portal brings 17 years of demonstrated success focused solely on the US payments industry channels. We have continued to execute upon our corporate development strategy, completing six acquisitions in the last thirty-six months, and continue to look for opportunities to grow our business in areas that are higher-margin and higher-growth.

In addition to strategic acquisitions, in August 2016, the Board extended our share repurchase program for a second $120 million. In fiscal 2017, we acquired approximately 578,000 shares for approximately $20.3 millionto nine members and we have approximately $100 million remaining on our existing share repurchase authorization.

We are very pleased that Betty Temple joined our Board effective September 11, 2017. Betty serves as the Chair and Chief Executive Officer of Womble Carlyle Sandridge & Rice, LLP and, as of November 1, 2017, serves as Co-Chair and Chief Executive Officer of Womble Bond Dickinson, a Global Top 100 law firm. Ms. Temple has a wealth of experience counseling public and private companies on their highest strategic priorities. Her backgroundappointed Frank E. Emory, Jr. as a new Board member. Frank brings more than three decades of legal advisorand executive leadership experience to public companies and boards provides our Board with additional expertise in the areas ofboard. Frank has considerable experience overseeing compliance, legal, external affairs, internal audit, risk management, corporate governance, acquisitionsprivacy, human resources, and securities regulation.diversity and inclusion teams.

The Board remains deeply committed to a sound governance structure that promotes the best interests of our shareholders. To that end, the Board continues to examineexamines emerging corporate governance trends and best practices. We have corporate governance guidelines to help ensure that the Board is independent from management and appropriately performs its function as the overseer of management, and that the interests of the Board and management align with the interests of our shareholders. We believe that our current leadership structure and corporate governance guidelines ensure effective independent Board leadership and oversight of management. During fiscal 2017,2020, our directors regularly met

seven times, including seven times in executive sessions without the Chief Executive Officer or any other members of management present. StrongThe Board also usually meets with the senior management team at each in-person meeting held at the Company’s headquarters. We have strong independent director leadership also is evidenced by the fact that I am an independent Chairmanwith Peter Browning serving as our Lead Independent Director and with all of the Board Committees arebeing comprised solely of, and chaired by, independent directors.

On behalfAll told, 2020 was the cumulation of ScanSource’s Board anda lot of change for our business. I’m proud of the members of ScanSource’s senior management team, we look forwardwork done by our ScanSource teams over several years to seeing you at the upcoming 2017 Annual Meeting of Shareholders. The attached Notice of Annual Meeting of Shareholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting this year.

Your vote is important to us. Again, I want to encourage you to participate in the Company’s future by casting your vote on the items discussed in the Proxy Statement. Please vote early by signing and returning your proxy card or by voting via telephone or online as detailed in the Proxy Statement. Thank youbetter prepare us for the trust you have placed in usfuture. We feel well positioned to execute on our plans to help our channel partners drive profitable growth with industry-leading devices, cloud solutions, and for your continued support of ScanSource.services.

Best regards,

Steven R. Fischer

Michael L. Baur

Chairman of the Board and Chief Executive Officer

Notice of Annual Meeting of Shareholders

December 7, 2017January 28, 2021

8:309:00 a.m., Eastern Standard Time

The Annual Meeting of Shareholders of ScanSource, Inc. will be held at our principal executive offices, located at 6 Logue Court, Greenville, South Carolina 29615 on Thursday, December 7, 2017,January 28, 2021, at 8:309:00 a.m., Eastern Standard Time, for the following purposes:

Only shareholders whose names appear of record on our books at the close of business on October 11, 2017November 30, 2020 will be entitled to notice of and to vote at the Annual Meeting or at any adjournments thereof.

You are cordially invited to attend the Annual Meeting in person, but if you are unable to do so, please vote by signing and returning your proxy card or by voting via telephone or online. You are entitled to revoke your proxy at any time before it is exercised, and if you attend the Annual Meeting you may also revoke your proxy by voting in person. Voting online, by telephone, by written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend in person.

By Order of the Board of Directors,

Michael L. Baur

Chairman, Chief Executive Officer and President

October 24, 2017December 17, 2020

Proxy Summary

Table of Contents

Information Concerning Solicitation and Voting

This Proxy Statement is first being mailed on or about October 24, 2017December 17, 2020 to shareholders of ScanSource, Inc. in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be voted at the Annual Meeting of Shareholders to be held on Thursday, December 7, 2017,January 28, 2021, at 8:309:00 a.m., Eastern Standard Time, at our principal executive offices, located at 6 Logue Court, Greenville, South Carolina 29615, and any adjournments thereof. The Proxy Statement contains information relating to the proposals to be voted upon at the meeting, the voting process, our Board, the compensation of our “Named Executive Officers” (“NEOs”), and certain other information.

The solicitation of proxies is being made by our directors and employees, and the cost of soliciting proxies will be borne by the Company. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of our common stock, and the Company will reimburse the normal handling charges for such forwarding services. Solicitation of proxies may be made by mail, in person, by telephone andor by other electronic means, and by our directors, executive officers, and other employees, who will receive no additional compensation for their services.

As used in this Proxy Statement, the terms “ScanSource,” the “Company,” “we,” “us,” and “our” refer to ScanSource, Inc. and its consolidated subsidiaries.subsidiaries as a combined entity, except where it is clear that the terms mean only ScanSource, Inc. The term “common stock” means shares of our common stock, no par value per share.

We continue to monitor developments regarding the coronavirus (COVID-19) pandemic. In the interest of the health and well-being of our shareholders, to the extent permitted by South Carolina law, we are planning for the possibility that the 2021 Annual Meeting may be held solely by means of remote communication, which includes the possibility of a virtual meeting. If we make this change, we will announce the decision to do so in advance, and details on how to participate, including details on how to inspect a list of shareholders of record, will be posted on our website and filed with the U.S. Securities and Exchange Commission (the “SEC”) as proxy materials.

PROPOSALS TO BE CONSIDERED AND VOTE REQUIRED

The following proposals are expected to be voted upon at the 20172021 Annual Meeting:

Only shareholders of record on October 11, 2017November 30, 2020 (the “record date”) will be entitled to vote at the 20172021 Annual Meeting, and each share of common stock will be entitled to one vote. At the close of business on the record date, there were 25,499,59825,410,555 shares of our common stock outstanding and entitled to vote at the 20172021 Annual Meeting.

All shares of our common stock represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted in the manner specified. If no specification is made, properly executed and returned proxies will be voted (i) “FOR” the director nominees named in this Proxy Statement, (ii) “FOR” approval, on an advisory basis, of the compensation of our Named Executive Officers,NEOs, and (iii) FOR “One Year” on the advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers, and (iv) “FOR” ratification, on an advisory basis, of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018.2021. Management is not aware of any matters, other than those specified herein, that will be presented for consideration at the 20172021 Annual Meeting. If other matters are properly presented for consideration at the 20172021 Annual Meeting, the proxies named on the proxy card will have the discretion to vote on those matters for you.

Our Bylaws provide that the presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the 20172021 Annual Meeting is necessary to constitute a quorum at the 20172021 Annual Meeting and at any adjournments thereof. Signed proxies that withhold authority to vote for directors or reflect abstentions or broker non-votes (as described below) will be counted for purposes of determining if a quorum is present at the 20172021 Annual Meeting. If a quorum is not present, the shareholders holding a majority of the shares at the meeting, in person or by proxy, have the power to adjourn the meeting; however, if the reconvened meeting is more

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Proposals to be Considered and Vote Required

than 120 days from the date of the original meeting, then we must establish a new record date. At any reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally scheduled.

2017 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				1

Voting of Proxies

VOTING OF PROXIES

By giving your proxy, you grant the right to vote your shares to Michael L. Baur, our Chief Executive Officer and John Harvey,President, and Matthew Dean, our Senior Executive Vice President, of Worldwide Human Resources.Chief Legal and Strategy Officer. If you return a signed, but unmarked proxy card, your shares will be voted (i)FOR the election of each of the director nominees named herein, (ii)FOR approval, on an advisory basis, of the compensation of our Named Executive Officers,NEOs, and (iii)FOR “One Year” on the advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers and (iv) FOR ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2018.2021. Management is not aware of any matters, other than those specified herein, that will be presented for action at the 20172021 Annual Meeting. If other matters are properly presented at the 20172021 Annual Meeting for consideration, the agents named on the proxy card will have the discretion to vote on those matters for you.

If you are a registered shareholder (meaning a shareholder who holds share certificates issued in his or her name and therefore appears on the share register) and have executed a proxy, your proxy may be revoked at any time prior to such proxy being exercised. Such right of revocation is not limited by or subject to compliance with any formal procedure, but may be accomplished by (i) voting again via the internet, any mobile device or telephone, (ii) requesting, completing and returning a second proxy card bearing a later date, (iii) giving written notice to the Corporate Secretary of the Company, or (iv) by voting in person at the 20172021 Annual Meeting.

If your shares are held in the name of a broker, bank or other nominee, you should follow the voting instructions you receive from the holder of record to revoke or change your vote.

COVID-19 LOGISTICS

We intend to hold our Annual Meeting in person, but we continue to monitor developments regarding the COVID-19 pandemic. In the interest of the health and well-being of our shareholders, to the extent permitted by South Carolina law, we are planning for the possibility that the 2021 Annual Meeting may be held solely by means of remote communication, which includes the possibility of a virtual meeting. If we make this change, we will announce the decision to do so in advance, and details on how to participate, including details on how to inspect a list of shareholders of record, will be posted on our website and filed with the SEC as proxy materials.

We are implementing measures to reduce the risk of COVID-19, however, we cannot guarantee your safety due to the nature of the virus. In making your own decision regarding whether to attend the Annual Meeting in person, we advise you to take into account the current health environment, the risks to your personal health and the health of others if you were to attend, and the advice of health authorities to use social distancing. Shareholders who attend or attempt to attend this year’s Annual Meeting will be deemed to have understood, accepted, and assumed all associated risk with attending the event in person during the ongoing COVID-19 pandemic. We will not be held liable for harm to any attendee, including any shareholder attendee, due to any of the foregoing.

In light of the ongoing COVID-19 pandemic and consistent with the guidelines set forth by health experts, we will require all shareholders to practice “social distancing.” In addition, all attendees will be required to wear a mask while in the Company’s building and during the Annual Meeting. If you do not have a mask, we will provide one to you. Moreover, face-to-face interaction with members of management or the Board before and/or after the meeting may be necessarily limited by social distancing requirements and may be further restricted, or prohibited, out of an abundance of caution in the judgement of management and/or the Board.

In order to protect the health and safety of all attendees, we reserve the right to refuse entry or require removal of any person, including a shareholder, from the premises or Annual Meeting area should that person refuse to follow the safeguards described above or should they exhibit cold or flu-like symptoms, or symptoms commonly associated with COVID-19. We request that anyone who exhibits these types of symptoms or has been in contact with someone that has exhibited such symptoms within 14 days of the Annual Meeting not attempt to attend the Annual Meeting.

Regardless of whether or not you attend the Annual Meeting, we strongly encourage you to vote your shares by proxy via the internet, mobile device, telephone or mail prior to the Annual Meeting.

20172021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT					3

Corporate Governance

BOARD OF DIRECTORS

Director Independence

In accordance with the listing standards of The NASDAQ Stock Market (“NASDAQ”) and our Corporate Governance Guidelines (the “Guidelines”), our Board consists of a majority of independent directors. The Board has determined that all members of the Board, other than Mr. Baur, meet the requirements for being “independent” as defined in the U.S. Securities and Exchange Commission (“SEC”)SEC rules and regulations and NASDAQ listing standards.

The Board maintains an Audit Committee, a Compensation Committee, a Governance Committee, and a Nominating Committee eachand a Risk Committee. Each committee of whichthe Board is comprised only of independent directors.

In addition, under our Corporate Governance Guidelines, executive officers are prohibited from serving as a director of another company that concurrently employs a director of the Company.

Board Leadership Structure

ForThe Board does not have a set policy on whether or not the past sixteen years,Chief Executive Officer (“CEO”) and the positionsChairman of the Board should be separate. Mr. Baur, who is also the CEO and President of the Company, serves as Chairman of the Board, and Mr. Browning serves as Lead Independent Director of the Board. Mr. Baur was appointed as Chairman upon the retirement of our former Chairman, Mr. Fischer. Mr. Browning was appointed as the Lead Independent Director at that same time.

The Board reviews the Company’s board leadership structure annually. As part of this process, the Board considered the structures used by peer companies, alternative structures and the effectiveness of the Company’s current structure. The Board believes that the change to having Mr. Baur serve as Chairman is important because it reflects the Board’s belief that the CEO have been held by separate personsand President can use his experience and performance at the Company to function as the Company’s overall leader, while the Lead Independent Director provides independent leadership to the directors and serves as an aidintermediary between the independent directors and the Chairman. The resulting structure sends a message to our employees, customers and stockholders that we believe in having strong, unifying leadership at the Board’s oversighthighest levels of management. At the same time, having a Lead Independent Director with a well-defined role provides an appropriate level of independent oversight and an effective channel for communications when needed.

Our non-executive ChairmanGuidelines set forth the role of the Board is Mr. Fischer.Lead Independent Director, who must satisfy our independence standards. The Lead Independent Director has the following duties, of the non-executive Chairman of the Board include:among others:

The Board believes that there are advantages to having an independent chairman for matters such as communications and relations between the Board, our CEO and other senior management; in assisting the Board in reaching consensus on particular strategies and policies; and in facilitating robust director, Board and CEO evaluation processes. Our Board currently consists of six non-employee, independent directors and our CEO, Mr. Baur. One of Mr. Fischer’s roles is to oversee and manage the Board and its functions, including setting meeting agendas and presiding over Board meetings. In this regard, Mr. Fischer and the Board in its advisory and oversight roles are particularly focused on overseeing our CEO and senior management in their pursuit and adoption of successful business strategies, risk management policies, and management succession plans. In the event that the Chairman and CEO positions ever are held by the same individual, our Corporate Governance Guidelines provide the Board shall appoint a “Lead Independent Director.”

Board and Committee Meetings in 2017Fiscal 2020

The Board met a total of 16seven times during the 2017 fiscal year. Mr. Fischer served as the non-executive Chairman of the Board during the entire2020 fiscal year. Committees of the Board met a total of 1413 times during the 20172020 fiscal year. All of our directors attended at least 75% of Board and committee meetings that occurred during their tenure as a director during the 20172020 fiscal year. We expect all Board members to attend annual meetings. All of our directors serving at suchthe time attended the 20162020 Annual Meeting.

Board’s Role in Risk Oversight

The Board as a whole actively oversees the risk management of the Company. Risks — the specific financial, operational, business and strategic risks that we face, whether internal or external — are identified by the Board and management together, and then each risk is assigned to either the full Board or a Board committee for oversight in accordance with its charter. Certain strategic and business risks, such as those relating to our products, markets and capital investments, are overseen by the entire Board. The Risk Committee oversees the Company’s risk identification, risk assessment and management practices for strategic enterprise risks facing the company. In addition, each of the other committees oversees risks relevant to its scope of review. The Audit Committee oversees management of market and operational risks that could have a financial impact, or impact financial reporting, such as those relating to internal controls or liquidity. The Nominating Committee and the Governance Committee manage the risks associated with governance

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Board of Directors

issues, such as the independence of the Board, and theBoard. The Compensation Committee is responsible for managing the risks relating to our executive compensation plans and policies and, in conjunction with the Board, key executive succession. Management regularly reports to the Board or relevant committee on actions that we are taking to manage these risks. In addition, our Board committees annually evaluate compliance with their respective charters, ensuring that the committees are exercising proper oversight.

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Corporate Governance Guidelines

SERVICE ON OTHER PUBLIC COMPANY BOARDS

A director may serve on only four public boards of directors (including the Company’s Board) and no more than three public company audit committees. The CEO may serve on only three public boardboards of directors (including the Company’s Board). All members of the Board, including the CEO, are compliant with the Guidelines regarding service on boards and audit committees of other public companies.

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Committees of the Board

Audit Committee

The Board has a standing Audit Committee. The Audit Committee currently is composed of Chair Whitchurch and Directors Browning, Emory, Grainger, Ramoneda, Reilly, Rodek and Temple. The functions of the Audit Committee include selecting the independent auditor, reviewing the scope of the annual audit undertaken by our independent auditor and the progress and results of its work, reviewing our financial statements and our internal accounting and auditing procedures and overseeing our internal audit function. The Audit Committee met four times during the 2020 fiscal year. Each member of the Audit Committee meets the definition of “independence” for audit committee members as set forth in the NASDAQ listing standards and Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Chair Whitchurch and Directors Browning, Grainger, Reilly, Rodek and Temple each meets the requirements of an “audit committee financial expert” as defined in SEC rules and regulations.

Compensation Committee

The Compensation Committee is currently composed of Chair Browning and Directors Emory, Grainger, Ramoneda, Reilly, Rodek, Temple and Whitchurch. The functions of the Compensation Committee include reviewing and approving executive compensation policies and practices, reviewing salaries and bonuses for our NEOs, overseeing our equity-based plans, overseeing compensation risk assessment and considering such other matters as may from time to time be referred to the Compensation Committee by the Board. The Compensation Committee met four times during the 2020 fiscal year. Each member of the Compensation Committee meets the independence requirements for compensation committee members as set forth in the NASDAQ listing standards, the Exchange Act, and the Internal Revenue Code. See “Executive Compensation —Compensation Discussion and Analysis” for a further discussion of the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation.

Governance Committee

The Governance Committee is currently composed of Chair Temple and Directors Browning, Emory, Grainger, Ramoneda, Reilly, Rodek and Whitchurch. The functions of the Governance Committee include oversight and responsibility for implementation of the Company’s program for complying with the rules and regulations of the SEC and NASDAQ (in conjunction with the Audit Committee, where necessary or appropriate) as well as other NASDAQ rulemaking initiatives pertaining to corporate governance considerations. Each member of the Governance Committee meets the independence requirements as set forth in the NASDAQ listing standards. The Governance Committee held one committee meeting in the 2020 fiscal year.

Nominating Committee

The Nominating Committee is currently composed of Chair Reilly and Directors Browning, Emory, Grainger, Ramoneda, Rodek, Temple and Whitchurch. The functions of the Nominating Committee include oversight and responsibility for the recruitment and nomination of our directors from time to time including, but not limited to, the nomination of directors for election at each annual meeting of our shareholders. Each member of the Nominating Committee meets the independence requirements as set forth in the NASDAQ listing standards. The Nominating Committee held threecommittee meetings during the 2020 fiscal year.

Risk Committee

The Risk Committee is currently composed of Chair Grainger and Directors Browning, Emory, Ramoneda, Reilly, Rodek, Temple and Whitchurch. The Risk Committee assists the Board in overseeing management’s identification and evaluation of enterprise risks, including the Company’s risk management framework and the policies, procedures and practices employed to manage risks. Each member of the Risk Committee meets the independence requirements as set forth in the NASDAQ listing standards. The Risk Committee held one committee meeting during the 2020 fiscal year.

CANDIDATES FOR THE BOARD

The Nominating Committee will identify and screen potential nominees for directors, including nominees recommended by shareholders, and recommend nominees to the Board. See “Shareholder Proposals” for a discussion of the Company’s policies for shareholder nominees. The Nominating Committee has not adopted specific objective requirements for service on the Board. Instead, the Nominating Committee will consider various factors in determining whether to recommend to the Board potential new Board members, or the continued service of existing members, including the nominee’s experience and skills and whether such skills or experience are particularly relevant to us; whether the nominee would be an independent director under NASDAQ listing standards and applicable law; and in the

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Candidates for the Board

case of existing members, the nominee’s contributions as a member of the Board during his or her prior service. In addition, in determining whether to recommend a director nominee, the committee members will consider and discuss diversity, among other factors, with a view toward the needs of the Board as a whole. Generally, the Board considers such factors as race, age, gender, national origin and other factors as part of the consideration with regard to diversity. The Nominating Committee strives to nominate directors with a variety of complementary skills so that the Board, as a whole, will possess the appropriate talent, skills and expertise to oversee our business. The Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee’s goal of creating a Board that best serves the needs of the Company and the interests of our shareholders.

The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business and industry and demographic information. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute with respect to any of our directors is not marked does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

Michael L. Baur

Peter C. Browning

Frank E. Emory, Jr.

Michael J. Grainger

Dorothy F. Ramoneda

John P. Reilly

Jeffrey R. Rodek

Elizabeth O. Temple

Charles R. Whitchurch

Knowledge Skills and Experience

Audit & Internal Controls

Board Governance

Board Recruitment

CEO – Current or Former

Compensation & Benefits

Distribution & Channel Industry

International Business

Investor Relations

IT & Security

Operations

Public Co. Board (not SCSC)

Public Co. Executive Role

Public Company Reporting

Risk Management

Securities Regulation

Strategy & Acquisitions/Divestitures

Tax & Treasury

Technology

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Candidates for the Board

Michael L. Baur

Peter C. Browning

Frank E. Emory, Jr.

Michael J. Grainger

Dorothy F. Ramoneda

John P. Reilly

Jeffrey R. Rodek

Elizabeth O. Temple

Charles R. Whitchurch

Demographics

Race/Ethnicity

African American

Asian/Pacific Islander

White/Caucasian

Hispanic/Latino

Native American

Gender

Male

Female

COMMUNICATIONS WITH THE BOARD

Our security holders may send written communications to the Board or any one or more of the individual members of the Board by directing such communication to our Corporate Secretary, John Harvey, by mail at our principal executive offices, or by e-mail to john.harvey@scansource.com. All written communications will be compiled by the Corporate Secretary and promptly submitted to the individual directors being addressed or to the chair of the committee whose areas of responsibility include the specific topic addressed by such communication, or, in all other cases, to the Chairman of the Board.

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Environmental, Social, and Corporate Social ResponsibilityGovernance

We are committed to being a good corporate citizen and being an agent of positive change in our local communities. Through our philanthropic pursuits and our focus on sustainability,integrating environmental, social and governance (“ESG”) principles in our daily operations, we strive to create better places for our employees and neighbors to work and live. Operating in a responsible manner, valuing our employees, being good stewards of the environmental resources we utilize in our operations, and serving the communities we operate in form the basis of our ESG philosophy.

WithThe ongoing COVID-19 global pandemic has presented unique challenges this year, and we have prioritized the health and safety of our employees and business partners. The majority of our workforce that is capable of working remotely has been doing so since March, and we have taken additional measures to ensure the health and safety of our facilities for our employees that have continued to work on-site. Requiring mask-wearing, practicing social-distancing, limiting outside visitation, and heightening facility sanitation are just some of the steps we have taken in our locations.

This year, the Company formed an ESG Task Force comprised of a select group of cross-functional team members. This group is tasked with providing guidance, strategic awareness and counsel on the direction of the Company’s ESG initiatives as well as day-to-day programs and driving progress toward the attainment of our goals. One of the first steps the task force took is to recommend the adoption of several key high-level policy statements that communicate our ESG priorities. To that end, our Board has approved a Business Partner Code of Conduct, a Human Rights Policy, and an Environmental Stewardship Policy. These policies are consistent with, and are an extension of, our existing Business Ethics and Code of Conduct and reflect the Company’s commitment to sustainability, diversity and accountability. The policies can be found in the Corporate Governance section of our website.

Also this year, we announced the creation of a comprehensive Diversity & Inclusion (“D&I”) program and the appointment of a Chief Diversity Officer (“CDO”). ScanSource was built on the foundation of seven core values, one being the commitment to an environment that respects and values the diverse backgrounds, interests and talents of the Company’s employees. ScanSource’s dedicated D&I program reaffirms this commitment. A key component of this program is the creation of an Advisory Council, which is an employee-led group focused on sharing insights, ideas, and opinions from employees as to how to most effectively implement diversity and inclusion strategies within the Company. Our CDO:

Shortly after our founding in 1992, we formed the ScanSource Charitable Foundation to support our commitment to giving back to our communities where we have operations through investments of time, talent, and resources. Our philanthropic efforts support the following areas of focus onfor giving back: community, education, environment, welfare of children, and workforce training, lastdevelopment. Last year we donated approximately $0.6 million to non-profit organizations located in communities in which our offices are located. Since our founding in 1992, ScanSource has invested nearly $900,000 to over 64 local non-profit organizations.$19 million focused on community enrichment, education, environment, leadership development, recruiting, welfare of children, and workforce development. Our employees and executives also devoted over 2,600 hours ofgenerously devote their time during the fiscal year to serve as volunteers in the community and local schools, colleges and universities. These efforts positively impact our business, as we increase community support, provide our employees with greater opportunities for leadership development and training, and improve the job satisfaction of our employees.

This year, We will continue to evolve our ESG program in a manner that is beneficial to the Company and its stakeholders.

ScanSource was honored to once again be named title sponsor of Upstate South Carolina’s largest STEAM (Science, Technology, Engineering, Arts, Math) festival, iMAGINE Upstate. The festivalpublishes an ESG report that is an opportunity for us to reach out to students of all agesperiodically updated and, introduce them to our technologies through hands-on activities, while also expanding ScanSource’s reach in the community. In 2017, the event grew to roughly 15,000 attendees, and as one of the biggest community initiatives ScanSource is involved with each year, it was important for our team to grow and expand our exhibit area and influence at the event, as well. After months of planning with an internal marketing and tech team committee, ScanSource created a themed exhibit called ScanSource Future Innovator Training, and presented several activities for kids, from thermal and pan-tilt-zoom cameras to 3D printing and a hands-on barcode scanning game. The Company’s dedication to executing another successful exhibit at iMAGINE was another testament to our culture of teamwork and community involvement.

Additionally, our first Corporate Social Responsibility report has been published and is available on the Company website under the “Investors” tab.“Investor” page of our website, www.scansource.com, under the “Governance” tab, the ESG report is not being incorporated by reference into this proxy statement.

2017  10				2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT			7

PROPOSAL NUMBER 1 - Election of Directors

The Company intends to nominate each of the individuals named below to serve as members ofdirectors on our Board until their successor is duly elected and qualified at the 20182022 Annual Meeting of Shareholders or, if earlier, theirhis or her death, resignation or removal. Each of the nominees is currently a director of the Company.

Each of the proposed nominees has consented to stand for election as a member of our Board. We believe that each of our current directors has served our shareholders’ interests well during theirhis or her tenure as a director and will continue to do so. We believe that the Company and our shareholders benefit from the wide variety of industry and professional experience that characterizes the members of our Board.

The following sets forth certain information regarding the proposed nominees, including each director’s specific experience, qualifications, attributes and skills that led our Board to conclude that each nominee is well-qualified to serve as a member of the Board.

INFORMATION REGARDING NOMINEES FOR DIRECTOR

8			2017 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Information Regarding Nominees for Director

2017  12				2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT			9

Information Regarding Nominees for Director

The Board of Directors unanimously recommends that shareholders vote“FOR” each of the nominees listed above.

10					20172021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT		13

20172020 Director Compensation Table

20172020 DIRECTOR COMPENSATION TABLE

The following table provides information regarding the compensation paid to each of our non-employee directors for the fiscal year ended June 30, 2017.2020:

Cash Retainers for Fiscal 2020

Directors who are not our employees are paid an annual retainer of $70,500.$85,000. An additional annual retainer of $30,000$70,000 is paid, as applicable, to a non-executive Chairman (or acting Chairman)or Lead Independent Director of the Board. An additional annual retainer of $25,000 is paid to the chairmanchair of the Audit Committee, and an additional annual retainer of $15,000 is paid to the chairmanchair of the Compensation Committee. Additional annual retainers of $2,000 are$5,000 were paid to the chairmenchairs of the Nominating, CommitteeGovernance and the Governance Committee.Risk Committees. Annual service for this purpose relates to the approximate 12-month periods between annual meetings of our shareholders. All directors are reimbursed for expenses incurred in connection with the performance of their services as directors as well as the cost of any director education. As of January 1, 2019, directors may elect to receive any portion of their cash fees in shares. In connection with the expense reduction plan effective July 1, 2020, our directors have elected to forego their annual cash retainer fees through December 31, 2020.

Equity Retainers for Fiscal 2020

Our non-employee directors receive an annual equity retainer (in the form a stock grant of restricted common stock) under the ScanSource, Inc. 2013 Long-Term Incentive Plan (the “2013 Plan”). In addition, non-employee directors also may be eligible to receive other awards under our 2013 Plan. As of January 1, 2019, the director can elect to receive the award in restricted stock awards or restricted stock units and can elect to defer their equity award under the deferred compensation plan.

The number of shares of restricted stock subject to a director’s annual restricted stockequity award iswas determined by dividing $100,000$130,000 by the equity award value per share on the grant date. The equity award value means the value per share based on a 45-day averaging of the fair market valueclosing price of the common stock over a specified period of time.on the grant date. The date of grant of the annual restricted stockequity awards isfor our non-employee directors takes place at the day following eachsame time as the annual shareholders meeting unless the Board modifies, suspends or delays the grant date because the grant date would not occur during an open “window”equity awards for stock transactions under the Company’s insider trading compliance program or if the Board otherwise determines that modification, suspension or delay of the grant date is necessary or appropriate.our employees.

A person who first becomes a non-employee director on a date other than a regularly scheduled annual meeting of shareholders will receive a restricted stock award for a pro-rated number of shares of common stock. Restricted stock may not be transferred or sold until it has vested.

Restricted stock granted to directors under the 2013 Plan will vest in full on the day that is six months after the date of grant, or upon the earlier occurrence 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 a director terminates service for any other reason,

14				2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

2020 Director Compensation Table

he or she will forfeit all of his or her right, title and interest in and to the unvested restricted stock as of the date of termination, unless the Board or the Compensation Committee determines otherwise.

Stock Ownership and Retention PolicyGovernance Committee

Under the equity ownership policy, directors are expected to hold five times their $70,500 annual Board cash retainer in Company securities. The policy also incorporates a retention requirement by requiring such persons to retain 50%Governance Committee is currently composed of Chair Temple and Directors Browning, Emory, Grainger, Ramoneda, Reilly, Rodek and Whitchurch. The functions of the net shares resulting from the vesting of certain awards until the required ownership under the policy is met. AsGovernance Committee include oversight and responsibility for implementation of the endCompany’s program for complying with the rules and regulations of the 2017SEC and NASDAQ (in conjunction with the Audit Committee, where necessary or appropriate) as well as other NASDAQ rulemaking initiatives pertaining to corporate governance considerations. Each member of the Governance Committee meets the independence requirements as set forth in the NASDAQ listing standards. The Governance Committee held one committee meeting in the 2020 fiscal year, allyear.

Nominating Committee

The Nominating Committee is currently composed of Chair Reilly and Directors Browning, Emory, Grainger, Ramoneda, Rodek, Temple and Whitchurch. The functions of the Nominating Committee include oversight and responsibility for the recruitment and nomination of our directors werefrom time to time including, but not limited to, the nomination of directors for election at each annual meeting of our shareholders. Each member of the Nominating Committee meets the independence requirements as set forth in compliance with this policy.the NASDAQ listing standards. The Nominating Committee held threecommittee meetings during the 2020 fiscal year.

Risk Committee

The Risk Committee is currently composed of Chair Grainger and Directors Browning, Emory, Ramoneda, Reilly, Rodek, Temple and Whitchurch. The Risk Committee assists the Board in overseeing management’s identification and evaluation of enterprise risks, including the Company’s risk management framework and the policies, procedures and practices employed to manage risks. Each member of the Risk Committee meets the independence requirements as set forth in the NASDAQ listing standards. The Risk Committee held one committee meeting during the 2020 fiscal year.

CANDIDATES FOR THE BOARD

The Nominating Committee will identify and screen potential nominees for directors, including nominees recommended by shareholders, and recommend nominees to the Board. See “Shareholder Proposals” for a discussion of the Company’s policies for shareholder nominees. The Nominating Committee has not adopted specific objective requirements for service on the Board. Instead, the Nominating Committee will consider various factors in determining whether to recommend to the Board potential new Board members, or the continued service of existing members, including the nominee’s experience and skills and whether such skills or experience are particularly relevant to us; whether the nominee would be an independent director under NASDAQ listing standards and applicable law; and in the

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Committees ofCandidates for the Board

COMMITTEES OF THE BOARDcase of existing members, the nominee’s contributions as a member of the Board during his or her prior service. In addition, in determining whether to recommend a director nominee, the committee members will consider and discuss diversity, among other factors, with a view toward the needs of the Board as a whole. Generally, the Board considers such factors as race, age, gender, national origin and other factors as part of the consideration with regard to diversity. The Nominating Committee strives to nominate directors with a variety of complementary skills so that the Board, as a whole, will possess the appropriate talent, skills and expertise to oversee our business. The Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee’s goal of creating a Board that best serves the needs of the Company and the interests of our shareholders.

The following matrix provides information regarding the members of our Board, has standing Audit, Compensation, Governanceincluding certain types of knowledge, skills, experiences and Nominating Committees, eachattributes possessed by one or more of our directors which has a written charter. Copiesour Board believes are relevant to our business and industry and demographic information. The matrix does not encompass all of the charters for the Board committees, as well as our Corporate Governance Guidelines, are available on the “Investors” pageknowledge, skills, experiences or attributes of our website,www.scansource.com, underdirectors, and the “Governance” tab.fact that a particular knowledge, skill, experience or attribute with respect to any of our directors is not marked does not mean the director in question is unable to contribute to the decision-making process in that area. The following table reflectstype and degree of knowledge, skill and experience listed below may vary among the membership of eachmembers of the Board’s committees and the Chairman of the Board:Board.

Michael L. Baur

Peter C. Browning

Frank E. Emory, Jr.

Michael J. Grainger

Dorothy F. Ramoneda

John P. Reilly

Jeffrey R. Rodek

Elizabeth O. Temple

Charles R. Whitchurch

Knowledge Skills and Experience

Audit & Internal Controls

Board Governance

Board Recruitment

CEO – Current or Former

Compensation & Benefits

Distribution & Channel Industry

International Business

Investor Relations

IT & Security

Operations

Public Co. Board (not SCSC)

Public Co. Executive Role

Public Company Reporting

Risk Management

Securities Regulation

Strategy & Acquisitions/Divestitures

Tax & Treasury

Technology

AUDIT COMMITTEE  8				2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Candidates for the Board

Michael L. Baur

Peter C. Browning

Frank E. Emory, Jr.

Michael J. Grainger

Dorothy F. Ramoneda

John P. Reilly

Jeffrey R. Rodek

Elizabeth O. Temple

Charles R. Whitchurch

COMPENSATION COMMITTEEDemographics

GOVERNANCE COMMITTEE

NOMINATING COMMITTEE

Steven R. Fischer* Race/Ethnicity

Michael L. Baur

Michael J. Grainger

John P. Reilly

Chair

Chair

Charles R. Whitchurch

Chair

Peter C. Browning

Chair

Elizabeth O. Temple African American

Asian/Pacific Islander

White/Caucasian

Hispanic/Latino

Native American

Gender

Male

Female

*COMMUNICATIONS WITH THE BOARD

Our security holders may send written communications to the Board or any one or more of the individual members of the Board by directing such communication to our Corporate Secretary, John Harvey, by mail at our principal executive offices, or by e-mail to john.harvey@scansource.com. All written communications will be compiled by the Corporate Secretary and promptly submitted to the individual directors being addressed or to the chair of the committee whose areas of responsibility include the specific topic addressed by such communication, or, in all other cases, to the Chairman of the Board.

2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				9

Environmental, Social, and Corporate Governance

We are committed to being a good corporate citizen and being an agent of positive change in our local communities. Through our philanthropic pursuits and our focus on integrating environmental, social and governance (“ESG”) principles in our daily operations, we strive to create better places for our employees and neighbors to work and live. Operating in a responsible manner, valuing our employees, being good stewards of the environmental resources we utilize in our operations, and serving the communities we operate in form the basis of our ESG philosophy.

The ongoing COVID-19 global pandemic has presented unique challenges this year, and we have prioritized the health and safety of our employees and business partners. The majority of our workforce that is capable of working remotely has been doing so since March, and we have taken additional measures to ensure the health and safety of our facilities for our employees that have continued to work on-site. Requiring mask-wearing, practicing social-distancing, limiting outside visitation, and heightening facility sanitation are just some of the steps we have taken in our locations.

This year, the Company formed an ESG Task Force comprised of a select group of cross-functional team members. This group is tasked with providing guidance, strategic awareness and counsel on the direction of the Company’s ESG initiatives as well as day-to-day programs and driving progress toward the attainment of our goals. One of the first steps the task force took is to recommend the adoption of several key high-level policy statements that communicate our ESG priorities. To that end, our Board has approved a Business Partner Code of Conduct, a Human Rights Policy, and an Environmental Stewardship Policy. These policies are consistent with, and are an extension of, our existing Business Ethics and Code of Conduct and reflect the Company’s commitment to sustainability, diversity and accountability. The policies can be found in the Corporate Governance section of our website.

Also this year, we announced the creation of a comprehensive Diversity & Inclusion (“D&I”) program and the appointment of a Chief Diversity Officer (“CDO”). ScanSource was built on the foundation of seven core values, one being the commitment to an environment that respects and values the diverse backgrounds, interests and talents of the Company’s employees. ScanSource’s dedicated D&I program reaffirms this commitment. A key component of this program is the creation of an Advisory Council, which is an employee-led group focused on sharing insights, ideas, and opinions from employees as to how to most effectively implement diversity and inclusion strategies within the Company. Our CDO:

Shortly after our founding in 1992, we formed the ScanSource Charitable Foundation to support our commitment to giving back to our communities where we have operations through investments of time, talent, and resources. Our philanthropic efforts support the following areas of focus for giving back: community, education, environment, welfare of children, and workforce development. Last year we donated approximately $0.6 million to non-profit organizations located in communities in which our offices are located. Since our founding in 1992, ScanSource has invested nearly $19 million focused on community enrichment, education, environment, leadership development, recruiting, welfare of children, and workforce development. Our employees and executives also generously devote their time to serve as volunteers in the community and local schools, colleges and universities. These efforts positively impact our business, as we increase community support, provide our employees with greater opportunities for leadership development and training, and improve the job satisfaction of our employees.

We will continue to evolve our ESG program in a manner that is beneficial to the Company and its stakeholders.

ScanSource publishes an ESG report that is periodically updated and, while it is available under the “Investor” page of our website, www.scansource.com, under the “Governance” tab, the ESG report is not being incorporated by reference into this proxy statement.

10				2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

PROPOSAL NUMBER 1 - Election of Directors

The Company intends to nominate each of the individuals named below to serve as directors on our Board until their successor is duly elected and qualified at the 2022 Annual Meeting of Shareholders or, if earlier, his or her death, resignation or removal. Each of the nominees is currently a director of the Company.

Each of the proposed nominees has consented to stand for election as a member of our Board. We believe that each of our current directors has served our shareholders’ interests well during his or her tenure as a director and will continue to do so. We believe that the Company and our shareholders benefit from the wide variety of industry and professional experience that characterizes the members of our Board.

The following sets forth certain information regarding the proposed nominees, including each director’s specific experience, qualifications, attributes and skills that led our Board to conclude that each nominee is well-qualified to serve as a member of the Board.

Audit INFORMATION REGARDING NOMINEES FOR DIRECTOR

2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				11

Information Regarding Nominees for Director

12				2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Information Regarding Nominees for Director

The Board of Directors unanimously recommends that shareholders vote “FOR” each of the nominees listed above.

2021 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				13

2020 Director Compensation Table

2020 DIRECTOR COMPENSATION TABLE

The Audit Committeefollowing table provides information regarding the compensation paid to each of our non-employee directors for the fiscal year ended June 30, 2020: