SEC Filing | Avnet, Inc.

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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

AVNET, INC.
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(Name of Registrant as Specified in Its Charter)

AVNET, INC.
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(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transactions applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

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(4) Proposed maximum aggregate value of transaction:

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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 registrations statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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1Set forth the amount on which the filing fee is calculated and state how it
was determined.
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AVNET, INC.
---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
TO BE HELD WEDNESDAY, NOVEMBER 16, 1994

TO ALL SHAREHOLDERS OF AVNET, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of AVNET,
INC. ("Avnet") will be held at The Garden City Hotel, 45 Seventh Street, Garden
City, New York 11530, on Wednesday, November 16, 1994 at 10:30 A.M. Eastern
Standard Time, for the following purposes:

1. To elect thirteen directors to serve until the next Annual Meeting
and until their successors have been elected and qualified.

2. To ratify the appointment of Arthur Andersen LLP as independent
public accountants to audit the books of Avnet for the fiscal year ending
June 30, 1995.

3. To take action with respect to adoption of a proposed 1994 Avnet
Incentive Stock Program.

4. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on October 7, 1994
as the record date for the Annual Meeting. Only holders of shares of Avnet's
Common Stock of record at the close of business on such date shall be entitled
to notice of and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors

SYLVESTER D. HERLIHY
Secretary
October 14, 1994
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AVNET, INC.
80 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021
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PROXY STATEMENT

DATED OCTOBER 14, 1994
---------------------

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 1994

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Avnet, Inc. ("Avnet") for use at the Annual
Meeting of Shareholders to be held on November 16, 1994, and at any and all
adjournments thereof (the "Annual Meeting"), with respect to the matters
referred to in the accompanying notice. A form of proxy is enclosed herewith.
Any shareholder who executes and returns the proxy in the enclosed return
envelope may revoke such proxy by written notice of revocation, provided it is
received by the Secretary of Avnet at the address set forth above at any time
prior to the Annual Meeting, by submission at such address of another proxy
bearing a later date, or by voting in person at the Annual Meeting. The
approximate date on which this proxy statement and the enclosed form of proxy
were first sent or given to shareholders is October 14, 1994.

The Annual Meeting is being called to elect thirteen directors to hold
office for the ensuing year, to take action with respect to ratification of the
appointment of independent public accountants for the current fiscal year and to
take action with respect to the adoption of the 1994 Avnet Incentive Stock
Program. Only holders of outstanding shares of Avnet's Common Stock of record at
the close of business on October 7, 1994 are entitled to notice of and to vote
at the Annual Meeting. Each shareholder is entitled to one vote per share held.
The aggregate number of shares of Avnet's Common Stock outstanding (net of
treasury shares) at October 7, 1994 was 40,687,286, comprising all of Avnet's
capital stock outstanding as of that date.
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ELECTION OF DIRECTORS

Thirteen directors are to be elected at the Annual Meeting to hold office
until the next Annual Meeting of Shareholders and until their successors have
been elected and qualified. It is the intention of the persons named in the
enclosed form of proxy to vote such proxy (unless otherwise directed by the
shareholder executing such proxy) for the election as directors of Avnet of the
thirteen persons listed below. Each of such persons has consented to being named
herein and to serve if elected.

Directors will be elected by a plurality of the votes properly cast (in
person or by proxy) at the Annual Meeting. Thus, shareholders who do not vote,
or who withhold their vote from one or more nominees below and do not vote for
another person, will not affect the outcome of the election provided that a
quorum is present at the Annual Meeting. Brokers who hold shares of Common Stock
as nominees will have discretionary authority to vote such shares if they have
not received voting instructions from the beneficial owner by the tenth day
before the Annual Meeting, provided that this proxy statement has been
transmitted to the beneficial owner at least fifteen (15) days before the Annual
Meeting.

With the exception of Eleanor Baum and Keith Williams, who are being
nominated for the first time this year, all of the nominees were elected
directors at the Annual Meeting of Shareholders held on November 17, 1993. In
case any of the nominees below should become unavailable for election for any
presently unforeseen reason, the persons named in the enclosed form of proxy
will have the right to use their discretion to vote for a substitute or to vote
for the remaining nominees and leave a vacancy on the Board of Directors. Under
the By-Laws of Avnet, any such vacancy may be filled by a majority vote of the
directors then in office or by the shareholders at any meeting thereof. Avnet's
By-Laws also empower the Board of Directors to fix the number of directors from
time to time to be in office.

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The information set forth below as to the age, principal occupation and
certain other directorships of each nominee has been furnished to Avnet by such
nominee.

YEAR FIRST PRINCIPAL OCCUPATION DURING
ELECTED A LAST FIVE YEARS; ALSO OTHER
NAME AGE DIRECTOR CURRENT PUBLIC DIRECTORSHIPS
- ------------------------------ --- ---------- ---------------------------------

Eleanor Baum 54 -- Dean of the School of Engineering
of The Cooper Union, New York,
NY; also a Director of Allegheny
Power System Corporation and U.S.
Trust Corporation.

Gerald J. Berkman(a)(b) 68 1989 Retired (since May 1989) Senior
Partner of Berkman & Leff, stock
brokers; stock specialist,
American Stock Exchange.

Joseph F. Caligiuri(b)(c) 66 1992 Executive Vice President (retired
April 1993) of Litton Industries,
Inc., a technology-based company
providing resource exploration
services, industrial automation
systems and advanced electronic
and defense systems to the United
States and world markets; also a
Director of Alton Group Inc.,
Scriptel Holding Inc. and The
Titan Corporation.

Sylvester D. Herlihy 67 1973 Senior Vice President and
Secretary of Avnet and President
of Avnet's Channel Master
division.

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(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.

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Ehud Houminer(a) 54 1993 Professor and
Executive-in-Residence (since
July 1991) at the Columbia Uni-
versity Business School and
Consultant (since February 1992)
to Bear Stearns & Co., Inc.,
investment bankers; prior
thereto, President and Chief
Executive Officer (from December
1988 until September 1990) of
Philip Morris USA, manufacturers
of consumer products; also a
Director of various Dreyfus
mutual funds.

Leon Machiz(b)(d) 70 1968 Chairman of the Board and Chief
Executive Officer of Avnet.

Salvatore J. Nuzzo(a)(b)(c)(d) 63 1982 Chairman of the Board (since
March 1994) of Marine Mechanical
Corp., a manufacturer of defense
products; also Chairman of the
Board and Director (since 1988)
of SL Industries, Inc., a
manufacturer of indus-
trial/communications products;
prior to March 1994, Chairman of
the Board (from March 1991) and
Chief Executive Officer (from
March 1991 until December 1992)
of Technautics Corporation, a
manufacturer of defense/aerospace
products; also a Director of Bath
Iron Works.

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(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
(d) Member of the Nominating Committee.

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Frederic Salerno(c)(d) 51 1993 Director and Vice Chairman of the
Board of NYNEX Corporation, a
telecommunications company (since
March 1991); President of NYNEX
Corporations's Worldwide Services
Group (from March 1991 to March
1994) and Chief Executive Officer
and President of New York Tele-
phone Company, a
telecommunications company (from
January 1987 to February 1991);
also a Director of Bear Stearns &
Co., Inc., Telecom Asia (an
affiliate of NYNEX) and Viacom
Inc.

David Shaw 68 1990 Retired (since June 1993); prior
thereto, Senior Vice President of
Avnet and an executive officer of
Avnet's electronic marketing
group.

Howard Stein(a)(b) 68 1987 Chairman of the Board and Chief
Executive Officer of The Dreyfus
Corporation, a mutual fund
manager, and a Director and/or
Officer of affiliated Dreyfus
companies and Dreyfus mutual
funds; also a Director of Mellon
Bank Corporation.

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(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
(d) Member of the Nominating Committee.

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Roy Vallee(b)(d) 42 1991 Vice Chairman of the Board of
Avnet (since November 1992) and
President and Chief Operating
Officer of Avnet (since March
1992); prior thereto, Senior Vice
President of Avnet and President
of Avnet's Hamilton/Avnet
Electronics division (from July
1990), Vice President of Avnet
(from November 1989 to July 1990)
and President of its Avnet
Computer division (from February
1989).

Keith Williams 46 -- Senior Vice President of Avnet
(since November 1993) and
President of Avnet's
International Electronic Market-
ing Group (since February 1994);
prior thereto, Director of
International Operations for
Avnet's Electronic Marketing
Group (from October 1993 to
February 1994), Vice President of
Avnet (from November 1992 to
November 1993), President and
Managing Director of Avnet's
European Electronic Marketing
Group (from November 1992 until
October 1993), Manager of Avnet's
European Operations (from July
1991 to November 1992) and
Managing Director of The Access
Group Limited, a United Kingdom
based electronics distributor
acquired by Avnet in June 1991.

Frederick S. Wood(a)(b)(d) 66 1992 Consultant to General Dynamics
Corporation, a supplier to the
United States Defense Department
and the aerospace industry.

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(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(d) Member of the Nominating Committee.

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THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES

Avnet's Board of Directors held six meetings during fiscal 1994: the annual
organizational meeting (which occurs shortly after the Annual Meeting of
Shareholders) and five regularly scheduled meetings. The Board of Directors has
appointed committees, including an Audit Committee, an Executive Incentive and
Compensation Committee, a Nominating Committee and an Executive Committee, to
carry out certain particular responsibilities.

The Audit Committee is charged with maintaining communication between the
full Board and Avnet's independent public accountants, reviewing the status of
the annual audit prior to its completion and determining the nature and extent
of any problems warranting consideration by the full Board, reviewing any
disagreements that have not been resolved to the satisfaction of both management
and the independent public accountants, evaluating the adequacy and
effectiveness of Avnet's internal accounting controls and reporting to the full
Board with respect thereto. The Audit Committee also reviews quarterly financial
statements. The Audit Committee met six times in fiscal 1994.

The Executive Incentive and Compensation Committee administers Avnet's
stock option plans and incentive stock program and passes upon contracts of
directors of Avnet who are also officers of Avnet and upon contracts and
compensation arrangements of other executives and officers of Avnet whose
compensation is or is anticipated to be greater than $300,000 in any given year.
The Executive Incentive and Compensation Committee met five times in fiscal
1994.

The Nominating Committee is charged with considering, screening and
recommending to the Board of Directors appropriate candidates to serve as
directors of Avnet for nomination to be elected and/or re-elected by the
shareholders of Avnet and for election by the Board of Directors between
shareholder meetings. The Nominating Committee will consider other
recommendations only from persons solicited by the Committee. The Nominating
Committee met one time in fiscal 1994.

The Executive Committee is charged with the authority of the full Board
and, between meetings of the Board, is authorized to exercise the powers of the
Board in the management of the business affairs of Avnet subject to limitations
prescribed by law. The Executive Committee met seven times in fiscal 1994.

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During fiscal 1994, each incumbent nominee for director attended at least
75% of the combined number of meetings of the Board and of the committees (if
any) on which such director served, with the exception of Howard Stein.

COMPENSATION OF DIRECTORS

Directors of Avnet who are also officers or employees of Avnet do not
receive special or additional remuneration for service on the Board of Directors
or any of its committees. Each non-employee director receives an annual retainer
fee of $15,000 for serving on the Board, an annual retainer fee of $3,000 for
each committee on which he or she serves, and an additional $3,000 for each
committee on which he or she serves as chairman. The maximum aggregate annual
fee for a non-employee director is $24,000. Each non-employee director is also
paid $1,000 per meeting for each meeting of the Board attended by such director.
In addition, under the Outside Directors Stock Bonus Plan, non-employee
directors are awarded 250 shares of Avnet Common Stock upon their re-election
each year to a maximum of 1,000 shares.

The Retirement Plan for Outside Directors of Avnet, Inc. (the "Retirement
Plan") provides a competitive level of retirement income for eligible directors
who are not officers, employees or affiliates (except by reason of being a
director) of Avnet (the "Outside Directors"). The Retirement Plan entitles any
Outside Director who has completed six years or more of active service to an
annual cash retirement benefit equal to the annual retainer fee (including
committee fees) during the Outside Director's last year of active service,
payable in equal monthly installments for a period of two to ten years depending
on length of service, with payments beginning on the date which is the later of
such director's 65th birthday or his or her retirement date. The Retirement Plan
also provides for automatic retirement of Outside Directors at age 70 or, in the
case of Outside Directors serving on the Board on the Retirement Plan's
effective date, July 1, 1992, age 75. The surviving spouse of any deceased
Outside Director is entitled to 50% of any remaining unpaid retirement benefit.

On June 30, 1993, David Shaw retired as Senior Vice President of Avnet, but
he remains a director and is standing for re-election as director at the 1994
Annual Meeting. On July 1, 1993, Avnet entered into a consulting agreement with
Mr. Shaw which expires on June 30, 1996. The agreement provides that Mr. Shaw
will be paid $100,000 per annum for performing consulting and advisory services
for Avnet. In addition, Mr. Shaw will receive

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certain medical insurance benefits. The agreement restricts Mr. Shaw during its
term from providing services to or acquiring a ten percent (10%) or more
interest in any business competitive with Avnet in the electronic distribution
business or with any supplier of Avnet which also supplies products to Avnet's
competitors or any representative firm which represents Avnet and also
represents any of Avnet's competitors.

SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of Avnet Common Stock on September 30, 1994 by (i) each person known
by Avnet to be the beneficial owner of more than 5% of the outstanding shares of
Avnet Common Stock, (ii) each director and nominee for director of Avnet and
each executive officer of Avnet

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named in the Summary Compensation Table below and (iii) all directors and
executive officers of Avnet as a group:

PERCENT OF
AMOUNT AND NATURE OF OUTSTANDING
BENEFICIAL AVNET
OWNERSHIP(1) COMMON STOCK
--------------------- ------------

Norwest Corporation(2)....................... 2,754,026 6.77%
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1000
FMR Corp.(3)................................. 2,277,345 5.60
82 Devonshire Street
Boston, MA 02109-3614
Eleanor Baum................................. 200 *
Gerald J. Berkman............................ 4,750 *
Joseph F. Caligiuri.......................... 1,250(4) *
Alvin E. Friedman............................ 4,700 *
Sylvester D. Herlihy......................... 31,231(5) *
Ehud Houminer................................ 1,000 *
Leon Machiz.................................. 238,228(5) *
George E. Privett............................ 32,214(5) *
Salvatore J. Nuzzo........................... 3,000 *
Frederic Salerno............................. -- *
Joseph W. Semmer............................. 43,984(5)(6) *
David Shaw................................... 43,328 *
Howard Stein................................. 2,750 *
Roy Vallee................................... 65,601(5)(7) *
J. S. Webb................................... 2,650 *
George Weissman.............................. 5,140 *
Keith Williams............................... 11,505(5) *
Frederick S. Wood............................ 500 *
All directors and executive officers as a 637,681(8) 1.57
group (33).................................

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* Less than 1%
(1) Except where noted below, all the shares listed for a person named in this
table are directly held by that person, with sole voting and dispositive
power.
(2) The information as to the beneficial ownership of Avnet Common Stock by
Norwest Corporation and its subsidiaries Norwest Colorado, Inc. ("NCI") and
Norwest Bank Colorado, National Association ("NBC") is derived from a joint
Statement on Schedule 13G as amended February 4, 1994, filed with the
Securities and Exchange
[Footnotes continued on next page]

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Commission (the "Commission"). Such Statement discloses that as of December
31, 1993, Norwest Corporation, indirectly through NCI, NBC and other
subsidiaries, beneficially owned 2,754,026 shares of Avnet Common Stock
(including 651 shares issuable upon conversion of Avnet's 6% convertible
subordinated debentures), had sole power to vote 2,416,744 shares
(including 419 shares issuable upon conversion of Avnet's 6% convertible
subordinated debentures), shared power to vote 29,483 shares (including 233
shares issuable upon conversion of Avnet's 6% convertible subordinated
debentures), sole power to dispose of 2,733,250 shares and shared power to
dispose of 5,833 shares (including the above-mentioned 233 issuable
shares).
(3) The information as to the beneficial ownership of Avnet Common Stock by FMR
Corp., certain of its wholly-owned subsidiaries and affiliated investment
companies, and its Chairman, Edward C. Johnson 3d, is derived from a joint
Statement on Schedule 13G as amended February 11, 1994, filed with the
Commission. Such Statement discloses that as of December 31, 1993, Edward
C. Johnson 3rd, FMR Corp. (through control of its wholly-owned subsidiary
Fidelity Management & Research Company), and the Fidelity Magellan Fund,
for which Fidelity Management & Research Company acts as investment
adviser, together had sole dispositive power, but no voting power, with
respect to 2,277,345 shares of Avnet Common Stock. Voting power with
respect to these shares is exercised by the Board of Trustees of the
Fidelity Magellan Fund.
(4) These shares are held by the 1993 Caligiuri Trust. Mr. Caligiuri, as
co-trustee, shares voting and dispositive power with respect to such
shares.
(5) Includes shares issuable in calendar year 1994 upon exercise of employee
stock options as follows: Mr. Herlihy -- 14,500 shares; Mr.
Machiz -- 175,000 shares; Mr. Privett -- 32,169 shares; Mr.
Semmer -- 16,084 shares; Mr. Vallee -- 58,700 shares; and Mr.
Williams -- 11,250 shares.
(6) Includes 27,000 shares held by the Semmer Family Living Trust. Mr. Semmer,
as co-trustee, shares voting and dispositive power with respect to such
shares.
(7) Includes 6,901 shares held by the Vallee Family Trust. Mr. Vallee, as
co-trustee, shares voting and dispositive power with respect to such
shares.
(8) Includes 405,120 shares issuable in calendar year 1994 upon exercise of
employee stock options.

COMPENSATION OF AVNET MANAGEMENT

The following table sets forth information concerning the total
compensation during Avnet's last three fiscal years of its Chief Executive
Officer and its four other executive

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officers who had the highest individual aggregates of salary and bonus during
Avnet's fiscal year ended July 1, 1994:

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND FISCAL --------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS(#) COMPENSATION(2)
- ------------------------------------------- ------ ---------- -------- ---------- ---------- ---------------

Leon Machiz, 1994 $1,000,000 $250,000 $135,188 100,000 $84,218
Chairman of the Board and Chief Executive 1993 1,000,000 -- 100,188 -- 76,995
Officer 1992 1,000,000 -- 122,500 -- 73,046
Roy Vallee, 1994 500,000 200,000 96,563 50,000 16,132
Vice Chairman, President and Chief 1993 400,000 91,000 57,250 -- 16,227
Operating Officer 1992 260,000 133,750 36,750 50,000 8,036
Joseph W. Semmer, 1994 240,000 300,000 -- 32,169 --
Senior Vice President 1993 -- -- -- -- --
1992 -- -- -- -- --
George E. Privett(3) 1994 180,000 300,000 -- 32,169 --
1993 -- -- -- -- --
1992 -- -- -- -- --
Sylvester D. Herlihy, 1994 125,000 260,337 -- 10,000 35,655
Senior Vice President and Secretary 1993 125,000 100,704 -- -- 33,790
1992 125,000 90,000 -- -- 53,993

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(1) The dollar values of the restricted stock awards shown in this table are
based on the closing price of a share of Avnet Common Stock on the date on
which the restricted stock awards were made. The number of shares of
restricted stock awarded to each person named in the table during fiscal
year 1994 was as follows: Mr. Machiz -- 3,500 shares; Mr. Vallee -- 2,500
shares; Mr. Semmer -- 0 shares; Mr. Privett -- 0 shares; and Mr.
Herlihy -- 0 shares. These restricted shares vested and will vest in four
equal installments in January 1994, 1995, 1996 and 1997. A holder of
undelivered restricted stock awards is not entitled to receive dividends
paid on, or to any other rights of a shareholder with respect to, the Avnet
Common Stock underlying such awards. The aggregate number of shares of
allocated but undelivered restricted stock at Avnet's 1994 fiscal year-end
(July 1, 1994), and the value of such shares (based on the closing price of
a share of Avnet Common Stock on that date), are as follows: Mr. Machiz --
5,625 shares ($179,297); Mr. Vallee -- 3,250 shares ($103,594); Mr.
Semmer -- 0 shares; Mr. Privett -- 0 shares; and Mr. Herlihy -- 0 shares.
[Footnotes continued on next page]

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(2) Consists of premiums paid by Avnet for the insurance benefits to the persons
named in the table under the executive group life insurance program
described on page 16 except that in the case of Mr. Machiz, the fiscal 1994
and 1993 figures consist solely of the accrual for the post-employment
benefit payable to him under the terms of his employment contract described
on page 17, and the 1992 figure includes $70,392 attributable to such
post-employment benefit accrual. In the case of Mr. Herlihy, also includes
employer contributions to the Channel Master Profit Sharing Plan, which
contributions aggregated $18,867 for fiscal 1994.
(3) Resigned as an employee and officer on June 30, 1994; currently acts as a
consultant to Avnet.

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OPTIONS

The following table sets forth information concerning grants of stock
options during Avnet's fiscal year ended July 1, 1994 to each of Avnet's
executive officers named in the Summary Compensation Table:

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL POTENTIAL REALIZABLE VALUE AT
UNDERLYING OPTIONS MARKET ASSUMED ANNUAL RATES OF STOCK
OPTIONS GRANTED TO EXERCISE PRICE ON APPRECIATION FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE PER DATE OF EXPIRATION ----------------------------------
NAME (#)(1) FISCAL YEAR SHARE GRANT DATE 0% 5% 10%
- ------------------------- ---------- ------------ --------- ---------- ---------- -------- ---------- ----------

Leon Machiz.............. 100,000 12.2% $ 35.25 $35.25 11/28/2003 -- $2,217,200 $5,618,900
Roy Vallee............... 25,000 3.0 34.00 34.00 07/27/2003 -- 534,650 1,354,900
................. 25,000 3.0 28.00 38.50 09/21/2003 $262,500 867,925 1,796,725
Joseph W. Semmer......... 32,169(2) 3.9 17.63 34.19 06/30/2003 532,719 1,224,545 2,285,897
George E. Privett........ 32,169(2) 3.9 17.63 34.19 06/30/2003 532,719 1,224,545 2,285,897
Sylvester D. Herlihy..... 10,000 1.2 38.50 38.50 09/21/2003 -- 242,170 613,690

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(1) All of the options granted become exercisable in four cumulative
installments on each of the first through fourth anniversary dates of the
date of grant, except (i) the option granted to Mr. Semmer, half of which
became exercisable on July 1, 1994 and half of which will become exercisable
on July 1, 1995 and (ii) the option granted to Mr. Privett, which became
fully exercisable on July 1, 1994.
(2) This option was granted in consideration of the cancellation and settlement
of an option granted under the Hall-Mark 1992 Employee Stock Option Plan
pursuant to the agreement in connection with Avnet's acquisition of
Hall-Mark Electronics Corporation.

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The following table sets forth information concerning exercises of stock
options during fiscal 1994 by each of Avnet's executive officers named in the
Summary Compensation Table and the number and value of options held by them at
fiscal year end:

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED ON FISCAL YEAR-END AT FISCAL YEAR-END(1)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------- ----------- ----------- ----------- ------------- ----------- -------------

Leon Machiz......... -- -- 150,000 100,000 $ 2,356,250 --
Roy Vallee.......... -- -- 42,450 78,750 425,331 $ 313,594
Joseph W. Semmer.... -- -- 16,084 16,085 229,117 229,131
George E. Privett... -- -- 32,169 -- 458,248 --
Sylvester D.
Herlihy........... -- -- 12,000 10,000 82,500 --

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(1) Value of unexercised options is the difference between the aggregate market
value of the underlying shares (based on the closing price on July 1, 1994,
of $31.875 per share) and the aggregate exercise price for such shares.

RETIREMENT BENEFITS AND INSURANCE POLICIES

The Avnet Pension Plan ("Pension Plan") is a defined benefit plan which
covers most United States employees of Avnet, including each of the executive
officers named in the Summary Compensation Table except for Mr. Herlihy. The
Pension Plan was amended as of January 1, 1994 to provide defined benefits
including a cash balance feature whereby a participant accumulates a cash
balance benefit based upon a percentage of salary and interest credits which
varies with age. The accumulated cash balance benefit is approximately equal to
the actuarial present value of a deferred annuity benefit determined by
aggregating 2% of pensionable remuneration for each year of credited service. In
general, the remuneration covered by the Pension Plan includes base salary,
commissions, royalties, cash incentive compensation and contractual deferred
compensation. No benefit is accrued under the Pension Plan in respect of
remuneration exceeding $100,000 in any year. There is no direct deduction under
the Pension Plan for social security or other benefits.

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The following table sets forth estimated annual retirement benefits payable
under the Pension Plan for each of the executive officers of Avnet named above
in the Summary Compensation Table, assuming that (i) each such executive officer
currently under age 65 retires at age 65, (ii) current pensionable remuneration
for each such executive officer remains unchanged until retirement, (iii)
benefits under the Pension Plan are not altered prior to retirement and (iv) all
actuarial costs and expenses of the Pension Plan are paid by the Pension Plan:

ESTIMATED ANNUAL
RETIREMENT BENEFIT
------------------

Leon Machiz........................................... $118,800
Roy Vallee............................................ 77,094
Joseph W. Semmer...................................... 18,000
George E. Privett..................................... 2,000
Sylvester D. Herlihy.................................. --

Avnet pays the premiums in respect of an executive group life insurance
program which provides for: (1) payment of a death benefit to the designated
beneficiary of each participating officer in an amount equal to twice the yearly
earnings (including salary and incentive compensation) of such officer, up to a
maximum benefit of $1,000,000; (2) payment to Avnet, upon the death of a
participating officer, of the amount by which the benefit payable by the insurer
under the particular policy exceeds the death benefit payable to such officer's
beneficiary; (3) an option for each participating officer, upon termination of
his or her employment, either to buy such officer's policy from Avnet or to
receive from Avnet a supplemental retirement benefit (if the officer has
satisfied certain age and service requirements) payable annually to such officer
or his or her beneficiary for ten years in an amount equal to 36% of the
officer's maximum eligible compensation, such retirement benefit not to exceed
$180,000 per year; and (4) payment to Avnet, upon the death of an officer who
elects to receive supplemental retirement benefits, of the full amount payable
by the insurer under the particular policy.

As permitted by Section 726 of the Business Corporation Law of New York,
Avnet has in force directors' and officers' liability insurance and corporate
reimbursement insurance, written by Federal Insurance Company (a Chubb Company),
by Columbia Casualty Co. and by National Union Insurance Company, for the
one-year period which commenced on

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August 1, 1994 at a total cost of $422,500. The policy insures Avnet against
losses from claims against its directors and officers when they are entitled to
indemnification by Avnet, and insures Avnet's directors and officers against
certain losses from claims against them in their official capacities. All duly
elected directors and officers of Avnet are covered under this insurance.

EMPLOYMENT CONTRACTS

In November 1993, Avnet entered into an employment extension agreement with
Leon Machiz (Chairman of the Board and Chief Executive Officer of Avnet) which
extends his employment agreement for an additional period of two years from July
1, 1994 to June 30, 1996 (subject to earlier termination by Mr. Machiz as
described below). The agreement provides that Mr. Machiz is to receive an annual
base salary of $1,000,000 and additional compensation per year equal to $5,000
for each one cent by which Avnet's net earnings per share (before unusual and/or
infrequent items) for that year on a fully-diluted basis exceed $2.00 (with a
fixed amount specified in the event of a business combination transaction which
makes it impracticable to calculate Avnet's net earnings). The agreement
provides for deferral of the additional compensation under certain conditions as
set forth in the agreement. Mr. Machiz has the right to terminate his full-time
employment if a majority of the Board of Directors of Avnet shall be elected by
any single person, entity or group which owns or controls voting rights to a
majority of Avnet's then outstanding stock. In addition, Mr. Machiz will be
retained as a consultant and advisor to Avnet, at an annual salary of $250,000,
(i) for a period of five years, if Mr. Machiz exercises his above-mentioned
right to terminate his full-time employment, or (ii) for the period from July 1,
1996 to June 30, 2001, during which he is not employed full-time by Avnet. Avnet
has also agreed that (i) if Mr. Machiz becomes permanently and totally disabled
during the period of his full-time employment, he will be paid by Avnet for the
balance of his lifetime an annual disability benefit of $350,000, and (ii) if
Avnet ceases to use his services at a time when Mr. Machiz is not disabled,
Avnet will pay to him for the balance of his lifetime (or to his estate in the
event of his death) an annual post-employment benefit of $100,000 (in the event
of his death a minimum of $1,000,000) plus certain medical and (if applicable)
life insurance benefits.

In 1992, Avnet entered into an employment agreement with Roy Vallee (Vice
Chairman, President and Chief Operating Officer of Avnet) which expires at the
end of fiscal 1995. The agreement, as amended as of July 1, 1993, provides that
Mr. Vallee is to

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receive an annual base salary of $500,000 for fiscal year 1995. Mr. Vallee also
is to receive additional compensation per year equal to $1,000 for each one cent
by which Avnet's net earnings per share for that year on a fully-diluted basis
exceed $1.00 and is less than or equal to $2.00, and $2,000 for each one cent by
which Avnet's net earnings per share for that year exceed $2.00. In addition,
pursuant to the agreement, Mr. Vallee was granted, with respect to fiscal 1993
and 1994, two options, each to purchase 25,000 shares of Avnet Common Stock (the
first such option having been granted during fiscal 1994 as shown in the Option
Grants table above). He will be granted an option to purchase 25,000 shares of
Avnet Common Stock under one of Avnet's stock option plans for fiscal year 1995
if Avnet's annual earnings per share equal or exceed $2.25 in fiscal 1995. Each
of these three options is or will be exercisable at a price of $28 per share in
cumulative annual installments of 25% over the four-year period commencing on
the first anniversary of the date of grant of such option. Avnet has the option
to retain Mr. Vallee as a consultant for up to twenty-four consecutive months
immediately following the termination of the agreement or his employment with
Avnet, during which time he will be compensated at a rate equal to the average
of the base and incentive compensation earned by him during the twelve-month
period immediately preceding his termination as an employee. Mr. Vallee may
terminate his agreement if someone other than Leon Machiz becomes Chairman and
Chief Executive Officer of Avnet.

In 1993, in connection with Avnet's acquisition of Hall-Mark Electronics
Corporation, Avnet agreed to assume the employment agreement between Joseph W.
Semmer and Hall-Mark Electronics Corporation dated December 31, 1992 which
expires on December 31, 1996. The agreement provides that Mr. Semmer is to
receive an annual base salary of $240,000 for each year of the term of the
agreement. Mr. Semmer also received a cash bonus of $300,000 for the period from
July 1, 1993 to July 1, 1994 and will receive incentive compensation to be
determined based on specified operating results of Avnet's North American
electronic marketing group for the period from July 2, 1994 to June 30, 1995.

As of July 1, 1994, Avnet entered into a consulting and retirement
agreement with George E. Privett, formerly a Vice President of Avnet, for the
period commencing on July 1, 1994 and terminating on December 31, 1996 unless
earlier terminated by Mr. Privett according to its terms. The agreement provides
that Mr. Privett will be paid $180,000 per annum for consulting and advisory
services and Mr. Privett will receive certain medical and life insurance
benefits. The agreement restricts Mr. Privett during his consultancy from
providing services to, or acquiring a five percent (5%) or more interest in, any
business

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related to the distribution of electronic components or computer systems or
competitive with a business in which Avnet was engaged as of July 1, 1994.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

In accordance with the Company's By-Laws, the Executive Incentive and
Compensation Committee of the Board of Directors (the "Committee") is
responsible for reviewing and approving compensation of executives earning
greater than $300,000 per year in total compensation. In addition, the Committee
also sets the policy for, administers and determines all allocations and awards
made to Avnet executives under Avnet's long-term compensation plans. All
eligible Company employees, including executive officers, may participate in
Avnet's long-term compensation plans. All members of the Committee are
non-employee directors unaffiliated with management.

Executive compensation consists of three (3) components -- base salary,
annual incentive compensation (bonus) and long-term incentive compensation.

The base salary of each of the Company's executive officers earning
$300,000 or less per year is set annually by such officer's immediate supervisor
with the approval of the Chief Executive Officer and the President. The base
salaries of the Chief Executive Officer, the President and other executives
earning greater than $300,000 are determined by the Committee. Base salaries are
influenced by a variety of objective and subjective factors. In particular, the
Committee considers the range of compensation levels for officers of other
companies in the electronic distribution industry including, but not limited to,
the peer group used in the performance graph appearing on page 23, and companies
of similar size to Avnet in a broader range of businesses. There is no precise
formula used to set base compensation, and base compensation levels may fall
slightly above or below average compensation levels of other companies depending
upon the management and leadership abilities, level of responsibility and
performance of the particular executive.

In addition to base salary, most executive officers receive annual
incentive compensation. For most executive officers, annual incentive
compensation is based on the annual net before tax income ("NBTI") objective of
the business units for which such executives are responsible. For each such
executive, an annual target incentive compensation is set. A

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numerical factor ("multiplier") is determined by dividing the executive's annual
incentive target by the target NBTI of the applicable business unit. The unit's
actual NBTI is then multiplied by the multiplier to yield the executive's
incentive compensation. Some executives' annual target incentive compensation
includes, either as an additional component or as the sole component, a fixed
sum payable upon his or her achievement of one or more goals stated as
Management By Objectives, or MBOs, set annually for each such executive.

Long-term incentive compensation awards are based on the executive's
performance in a particular fiscal period. The Company awards long-term
incentive compensation pursuant to four shareholder-approved incentive
compensation plans: the Avnet Incentive Stock Program, the 1990 Stock Option
Plan, which is an incentive stock option plan, and the 1984 Stock Option Plan
(which expires on December 31, 1994) and 1988 Stock Option Plan, both of which
are non-incentive stock option plans.

THE AVNET INCENTIVE STOCK PROGRAM

The Avnet Incentive Stock Program (the "Program") was originally adopted in
1970. The basic framework of the Program provides for annual allocations of
restricted shares of the Company's common stock to selected employees of the
Company, including executive officers. The Committee makes allocations under the
Program in recognition of operating results achieved by the Company as a whole
or by particular operating groups or subdivisions in an immediate past fiscal
period. Allocations under the Program vest in four annual installments,
contingent upon continued employment except by reason of death and subject to
acceleration in certain instances in the discretion of the Committee. The
Program sets no limits on the number of shares which may be allocated to any
single employee, but it is the Committee's policy that allocations to executive
officers of Avnet as a group will not exceed fifty (50%) percent of the total
number of shares available for allocation and/or delivery under the Program. As
described below under the caption "Proposal to Adopt 1994 Avnet Incentive Stock
Program", the Program expires on October 31, 1995 and the shareholders are being
asked to approve the adoption of its successor, the 1994 Avnet Incentive Stock
Program.

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23

STOCK OPTION PLANS

The Committee periodically grants options under one of its three stock
option plans to officers and employees in consideration of their contribution to
the long-term success of the Company. Unlike the Incentive Stock Program, the
Committee does not grant options on a regular schedule based on operating
results of the Company but makes awards from time to time in its discretion
based on its evaluation of accomplishments achieved by an executive or other
employee. Awards of options under all of the plans are at the discretion of the
Committee. The Committee may grant options under the Company's incentive stock
option plan, which mandates that grants be made at or above the fair market
value of the Company's stock at the date of grant, or under the Company's
non-incentive option plans, which permit the Committee to grant options
discounted by as much as 50% from the fair market value of the Company's stock
as of the grant date. The number of shares already held under option by the
executive is not taken into account when the Committee makes an award. Pursuant
to the terms of his employment agreement described on pages 17-18, Roy Vallee,
the President and Chief Operating Officer, was granted options in fiscal 1994 at
an exercise price of $28, less than fair market value as of the date of grant.
Otherwise, it was the Committee's policy in fiscal 1994 not to grant to
executive officers options at less than fair market value as of the date of
grant, except for the options granted to Messrs. Semmer and Privett pursuant to
the agreement in connection with Avnet's acquisition of Hall-Mark Electronics
Corporation.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

In the last fiscal year, the compensation paid to the Company's Chief
Executive Officer, Leon Machiz, was determined pursuant to an Employment
Agreement effective July 1, 1989 ("Employment Agreement"), which expired on June
30, 1994. On November 29, 1993, Mr. Machiz and the Company entered into an
Employment Extension Agreement ("Extension Agreement"), which extended the term
of Mr. Machiz's Employment Agreement from July 1, 1994 through June 30, 1996, on
substantially the same terms. The terms of the Extension Agreement are described
in detail on page 17. Under the terms of the Extension Agreement, Mr. Machiz
receives an annual base salary of $1,000,000 and is eligible to receive
additional remuneration based upon the Company's achievement of annual net
earnings per share in excess of two dollars. Additionally, Mr. Machiz was
granted options in fiscal 1994 covering 100,000 shares of common stock under the
Company's 1988 Stock

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Option Plan and was allocated 3,500 shares of restricted stock under the Avnet
Incentive Stock Program. The options are exercisable in four annual installments
over four years commencing on the first anniversary of the date the Extension
Agreement was entered into at an exercise price of $35.25 per share, the fair
market value of a share of Avnet Common Stock on such date. The incentive stock
vested and will vest in four equal installments in January 1994, 1995, 1996 and
1997. His fiscal 1994 bonus was computed pursuant to the Employment Agreement,
described on page 17.

In deciding to enter into the Extension Agreement with Mr. Machiz and
determining the compensation to be paid to him, including the awards of options
and incentive stock, the Committee considered a variety of factors including the
successful acquisition of Hall-Mark Electronics Corporation, the expansion of
the Company's business throughout Europe and Mr. Machiz's efforts in the
development of a management succession plan. The Committee also considered the
overall financial performance of the Company, including the Company's increasing
sales and net income and decreasing operating expenses as a percentage of sales.
Additionally, the Committee took into consideration Mr. Machiz's existing
compensation arrangements under the Employment Agreement in setting the
compensation under the Extension Agreement.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The limitations on deductibility of compensation under Section 162(m) of
the Internal Revenue Code of 1986, as amended ("Section 162(m)"), did not apply
to executive officer compensation reported for fiscal year 1994. However, as a
matter of policy, the Company has determined not to enter into any compensation
arrangement with any its executive officers which fails to qualify for
deductibility under Section 162(m).

J.S. Webb, Chairman Frederic Salerno
Joseph F. Caligiuri, Vice George Weissman
Chairman
Salvatore J. Nuzzo

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COMPARISON OF CUMULATIVE TOTAL RETURN

The following graph compares the performance of Avnet Common Stock on a
cumulative total return basis for the periods indicated with the performance of
the Standard & Poor's Composite-500 Stock Index and a group consisting of
Avnet's peer companies in the electronic distribution industry. The companies
comprising the peer group are Anthem Electronics, Inc., Arrow Electronics, Inc.,
Bell Industries, Inc., Premier Industrial Corp. and Wyle Laboratories. The graph
assumes $100 was invested on June 30, 1989 in Avnet, the S&P 500 and the peer
group, that all dividends were reinvested and that the peer group was weighted
on a stock market capitalization basis at the beginning of the period of each
reported data point.

Measurement Period
(Fiscal Year Covered) AVNET, INC. PEER GROUP S & P 500

6/30/89 100 100 100
6/30/90 126 142 116
6/30/91 124 147 125
6/30/92 126 183 142
6/30/93 158 249 161
7/1/94 151 202 163
9/30/94 175 234 171

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RELATED PARTY TRANSACTIONS

In connection with Avnet's relocation to California of Richard Ward,
President of Avnet's Computer Marketing Group, Avnet granted Mr. Ward a
non-interest-bearing bridge loan in the amount of $100,000 in July 1991 which
was fully repaid in January 1994.

During fiscal 1994, The Dreyfus Trust Company was appointed to act as
Trustee of and to manage investments for the Avnet 401(k) Plan (the "401(k)
Plan"). The 401(k) Plan's funds are invested in six Dreyfus mutual funds and the
Avnet Company Stock Fund. As of August 31, 1994, the 401(k) Plan had an
aggregate market value of approximately $42,134,859 in the funds. The Dreyfus
mutual funds which are available to participants of the 401(k) Plan had as of
June 30, 1994 (i) management fees which ranged from 0.10% to 0.75% of the value
of the fund's average daily net assets and (ii) total expense ratios (including
management fees) which ranged from 0.44% to 1.19% of the value of the fund's
average daily net assets. Howard Stein, a director of Avnet, is Chairman of the
Board and Chief Executive Officer of The Dreyfus Corporation, of which The
Dreyfus Trust Company is a subsidiary, and an officer and/or director of other
affiliated Dreyfus companies and Dreyfus mutual funds. Alvin E. Friedman, a
director of Avnet, is a director of The Dreyfus Corporation. Ehud Houminer, a
director of Avnet, is director of various Dreyfus mutual funds including the
Dreyfus New Leaders Fund, Inc., one of the Dreyfus funds available to
participants in the 401(k) Plan. The 401(k) Plan's investment in the funds is on
terms and at a rate of return no less favorable than those made available to
other participants in the funds and is not afforded preferential terms or rates
on the investments managed by the Dreyfus Trust Company.

PROPOSAL TO ADOPT 1994 AVNET INCENTIVE STOCK PROGRAM

One of the purposes of the Annual Meeting is to consider and take action
with respect to the adoption of the 1994 Avnet Incentive Stock Program (the
"1994 Program"), under which a maximum of 350,000 shares of Avnet Common Stock
may be awarded.

For several years, Avnet has had in effect the Avnet Incentive Stock
Program (the "Program"), intended to supplement all other employee incentives
(including stock options and various incentive compensation arrangements). The
1994 Program will supplement,

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27

eventually replace and be substantially similar to the Program, which expires by
its terms on October 31, 1995.

The 1994 Program provides for awards of shares of Avnet Common Stock to
selected employees of Avnet. Normally, awards are made (i) upon the achievement
of goals tailored to the functions and responsibilities of individual
participants or groups of participants, (ii) in recognition of results actually
achieved in an immediate past fiscal period by individual participants or groups
of participants and (iii) upon the individual participants' continuance in the
employ of Avnet for a predetermined period. The major provisions of the 1994
Program are summarized below.

a. A maximum of 350,000 shares of Avnet Common Stock may be awarded.

b. The shares delivered under the 1994 Program may be authorized and
previously unissued shares of Avnet Common Stock or shares held in
Avnet's treasury.

c. The number of shares available for awards under the 1994 Program will
be appropriately adjusted in the event of stock dividends,
recapitalizations of Avnet Common Stock, split-ups, combinations of
shares or like capital adjustments.

d. A Committee appointed by Avnet's Board of Directors and composed of
three or more non-employee directors (currently the Executive
Incentive and Compensation Committee) (the "Committee") will
administer the 1994 Program and will have sole and full authority to
construe the 1994 Program, to prescribe and amend rules and
regulations relating thereto and to make all other determinations in
the administration thereof.

e. Restricted shares awarded under the 1994 Program which are
subsequently forfeited may thereafter again be awarded under the 1994
Program.

f. Until shares are delivered to the participant at the end of the
vesting period specified in the award, the participant has no voting,
dividend or other rights of a shareholder with respect to such
shares.

g. The 1994 Program is subject to amendment by Avnet's Board of
Directors, except that no change or addition effected by the Board
may, without shareholder approval, affect the composition or
functioning of the Committee,

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increase the aggregate number of shares which may be awarded under
the 1994 Program or extend the termination date thereof.

h. The 1994 Program will expire on December 31, 1999 unless earlier
terminated by the Board of Directors.

In view of the impending expiration of the Program prior to the 1995 Annual
Meeting, the Board of Directors is requesting shareholder approval of the
adoption of the 1994 Program. Avnet's Board of Directors will retain the
authority to terminate the Program at any time prior to the date the Program
expires by its terms.

ADMINISTRATION OF THE 1994 PROGRAM

Subject to the terms of the 1994 Program, the Committee has plenary
authority to (a) fix the particular conditions which are to be satisfied or
which will result in forfeiture in connection with each award of restricted
shares, (b) establish the period or periods to which any such conditions relate,
(c) select the Avnet employees to whom awards are to be made, (d) determine the
time or times when such awards and deliveries are made, (e) determine the number
of shares to be awarded in each instance and (f) set any other terms appropriate
to each award of restricted shares. A number of performance goals may be set by
the Committee as the bases for awards of shares; any conditions to be fulfilled
for the vesting and delivery of shares, on the other hand, are generally
expected to relate to continuance in Avnet's employ for varying periods of time.

Shares awarded under the 1994 Program may not be delivered unless delivery
thereof may be made without contravention of applicable laws and regulations,
including the Securities Act of 1933 and applicable state securities laws. It is
anticipated that under the 1994 Program, as under the Program currently, the
vesting and delivery of restricted shares will generally occur over a four-year
period at the rate of 25% per year. Thus, each award of restricted shares to any
participant who ceases to be employed by Avnet normally will become void as to
any portion of such award not yet delivered at the date of the termination of
employment, unless such termination results from death, eligible retirement or
other cause acceptable to the Committee. The Committee has authority to deliver
shares after an employee's termination of employment in connection with certain
corporate dispositions by Avnet and has authority to accelerate delivery in its
sole discretion.

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No determination has been made by the Committee with respect to particular
persons to whom awards of shares may be made under the 1994 Program, with
respect to specific numbers of shares to be awarded thereunder or with respect
to particular conditions which may be imposed in connection with awards. In
recent years under the Program, however, the Committee has generally limited the
value of aggregate awards to be based on a percentage of Avnet's pre-tax
earnings. The Program sets no limit on the number of shares which may be awarded
to any single employee or classification of employees. The 1994 Program also
sets no such limit, except for performance-based awards, discussed below.

Members of the Committee are not eligible to receive awards under the
Program or the 1994 Program. In addition, (a) no award has been made or may be
made to any director of Avnet who is not principally employed as an
administrative, financial or operational employee of Avnet or one of its
subsidiaries, and (b) not more than 50% of the total number of shares available
for award under the 1994 Program will be allocated to officers and directors of
Avnet as a group. While the respective numbers of officers, directors and other
employees to whom awards will hereafter be made under the 1994 Program are not
known at this time, the number of persons who have heretofore participated in
the Program (a total of 250 employees per year, including officers) gives some
indication of the relative numbers of persons who may be expected to participate
in the 1994 Program in the future.

The Revenue Reconciliation Act of 1993 added Section 162(m) to the Internal
Revenue Code which generally disallows a deduction to public corporations such
as Avnet for annual compensation in excess of $1 million payable to the chief
executive officer or any of the other four highest compensated officers of the
company. Certain "performance-based" compensation is, however, excluded from the
application of Section 162(m). The 1994 Program has been structured in a way
that attempts to minimize the risk that Avnet will be denied a deduction for the
value of shares delivered under the 1994 Program. To that end, the Committee is
required at the beginning of each fiscal year to identify those executive
officers to whom Section 162(m) is likely to apply. In those cases, awards will
be made under the 1994 Program in accordance with the applicable tax rules. This
means, among other things, that objective performance goals must be established
in writing, at the beginning of the fiscal year, for such executive officers at
a time when satisfaction of such goals is substantially uncertain. The
performance goals will be based solely upon one or more of the following:
earnings per share, gross revenues, pre-tax income, net income after taxes,
market price of Avnet's Common Stock and return on equity.

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An award will be made in such cases only to the extent that such goals are
met. The resulting award may be reduced, but not increased, by the Committee.
Only executive officers of Avnet will be eligible to receive this specific
performance-based compensation. In no event will an award of more than 10,000
shares be made to any one executive officer for any fiscal year.

The following table sets forth information with respect to existing
restricted Avnet Common Stock awards under the Program:

NO. OF SHARES TOTAL NO. OF
AWARDED FOR SHARES AWARDED AND
FISCAL STILL
NAME AND PRINCIPAL POSITION 1994(1) RESTRICTED(2)
- -------------------------------------------- ------------- ------------------

Leon Machiz, ............................... 4,000 9,625
Chairman of the Board and
Chief Executive Officer
Roy Vallee, ................................ 2,752 6,002
Vice Chairman, President and
Chief Operating Officer
Joseph W. Semmer,........................... 400 400
Senior Vice President
George E. Privett(3)........................ -- --
Sylvester D. Herlihy, ...................... -- --
Senior Vice President and Secretary
All executive officers as a group (21
persons, including those named above)..... 16,464 35,309
All other employees, including current
officers other than executive officers.... 28,096 57,798

- ---------------

(1) These awards were made on September 28, 1994 in respect of fiscal year 1994.
(2) Includes all the shares awarded for fiscal 1994 as shown in the left column,
plus portions of awards made for fiscal years 1991-1993.
(3) Resigned as an employee and officer on June 30, 1994; currently acts as a
consultant to Avnet.

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On September 28, 1994, the closing price of a share of Avnet Common Stock
for New York Stock Exchange composite transactions was $36.625.

* * * * * * *

The affirmative vote of the holders of a majority of the shares present in
person or by proxy and entitled to vote at the Annual Meeting is required for
the adoption of the 1994 Program. Thus, shareholders who are not present in
person or by proxy at the Annual Meeting will not affect the outcome of the
vote; however, a shareholder who abstains on the proposal will in effect be
voting against approval of the 1994 Program. Brokers who hold shares of Avnet
Common Stock as nominees will have discretionary authority to vote such shares
if they have not received voting instructions from the beneficial owner by the
tenth day before the Annual Meeting, provided that this proxy statement has been
transmitted to the beneficial owner at least 15 days before the Annual Meeting.

INFORMATION AS TO ACCOUNTING AND AUDITING

One of the purposes of the meeting is to consider and take action with
respect to ratification of the appointment by Avnet's Board of Directors of
Arthur Andersen LLP (formerly Arthur Andersen & Co.) as independent public
accountants to audit the books of Avnet for the fiscal year ending June 30,
1995. Arthur Andersen LLP has been regularly employed by Avnet since January 2,
1991 to examine its books and accounts and for other purposes.

Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting and will have an opportunity to make such statements as they may
desire. Such representatives are expected to be available to respond to
appropriate questions from shareholders.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
rules of the Securities and Exchange Commission (the "Commission"), Avnet's
directors, executive officers and beneficial owners of more than ten percent of
Avnet Common Stock ("Reporting Persons") are required to file reports of their
ownership and changes in ownership of

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Common Stock ("Section 16 Reports") with the Commission. Avnet assists its
directors and executive officers with such filings. Based on a review of Section
16 Reports furnished to Avnet and written representations from Reporting Persons
that Section 16 Reports were not required, Avnet believes that all of its
Reporting Persons have filed all required reports on a timely basis during or
with respect to Avnet's 1994 fiscal year, except James H. Smith, a former
officer of Avnet, who filed one Section 16 Report one day after the filing
deadline to report two transactions.

GENERAL

Avnet's Annual Report to its Shareholders for the fiscal year ended July 1,
1994, including financial statements, was mailed commencing on September 30,
1994 to shareholders of record on September 16, 1994 and subsequently to persons
who became shareholders of record up to and including the October 7, 1994 record
date of the Annual Meeting.

As of the date of this proxy statement, the Board of Directors does not
know of any other matter which will come before the Annual Meeting. In the event
that any other matter properly comes before the Annual Meeting, the persons
named in the enclosed form of proxy intend to vote all proxies in accordance
with their judgment on such matters.

All shares represented by a valid proxy received by Avnet prior to the
Annual Meeting will be voted in accordance with the directions of the
shareholder executing such proxy. If no directions are given, such proxy will be
voted for the election as directors of the thirteen persons named above and in
favor of ratification of the appointment of Arthur Andersen LLP as independent
public accountants of Avnet for the current fiscal year and in favor of the
adoption of the 1994 Avnet Incentive Stock Program.

The cost of soliciting proxies relating to the Annual Meeting will be borne
by Avnet. Directors, officers and regular employees of Avnet may solicit proxies
by telephone or personal interview without being specially compensated therefor.
Georgeson & Company, Inc. has been engaged by Avnet to solicit proxies relating
to the Annual Meeting, by telephone and mail, from holders of shares of Avnet's
capital stock and to perform certain other procedures relating to the
solicitation of proxies. The cost of the services to be performed by Georgeson &
Company, Inc. is approximately $7,500 plus out-of-pocket

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expenses estimated at approximately $5,000. In addition, Avnet will, upon
request, reimburse brokers, dealers, banks and other nominee shareholders for
their reasonable expenses for mailing copies of this proxy statement, the form
of proxy and the Notice of the Annual Meeting, to the beneficial owners of such
shares.

AVNET WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED JULY 1, 1994, TO EACH SHAREHOLDER WITHOUT CHARGE (OTHER THAN A REASONABLE
CHARGE FOR ANY EXHIBIT REQUESTED) UPON WRITTEN REQUEST TO: AVNET, INC., 80
CUTTER MILL ROAD, GREAT NECK, NEW YORK 11021 ATTENTION: RAYMOND SADOWSKI, CHIEF
FINANCIAL OFFICER.

1995 ANNUAL MEETING

Each year Avnet's Board of Directors confirms the date, in November or
December, selected for the next Annual Meeting of Shareholders pursuant to
Section 4 of Avnet's By-Laws. While it is, of course, too early to have selected
the date for the 1995 Annual Meeting, any shareholder who decides to present a
proposal for action at the 1995 Annual Meeting should take note that his or her
proposal must be received by Avnet on or before June 16, 1995, in order to be
considered for inclusion in Avnet's Proxy Statement and form of Proxy relating
to the Annual Meeting.

AVNET, INC.

SYLVESTER D. HERLIHY
Secretary
Dated: October 14, 1994

PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW

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AVNET, INC.--PROXY FOR 1994 ANNUAL MEETING

SOLICITED BY THE BOARD OF DIRECTORS

The undersigned shareholder of AVNET, INC. (the "Company") hereby
constitutes and appoints Leon Machiz and Raymond Sadowski, or either of them,
as proxy of the undersigned, with full power of substitution and revocation, to
vote all shares of Common Stock of the Company standing in his or her name on
the books of the Company at the Annual Meeting of Shareholders to be held at
The Garden City Hotel, 45 Seventh Street, Garden City, NY on November 16, 1994,
at 10:30 A.M., E.S.T. or at any adjournment thereof, with all the powers which
the undersigned would possess if personally present, as designated on the
reverse side.

The undersigned hereby instructs the said proxies (i) to vote in
accordance with the instructions indicated on the reverse side with respect to
the election of directors, the ratification of the appointment of independent
public accountants and the adoption of the 1994 Avnet Incentive Stock Program,
but, if no designation is made on the reverse side, to vote for the election of
thirteen directors, for ratification of such appointment and for the adoption
of such Program and (ii) to vote in their discretion with respect to such other
matters (including matters incident to the conduct of the meeting) as may
properly come before the meeting.

The undersigned hereby acknowledges receipt of the Notice and Proxy
Statement dated October 14, 1994 relating to the Annual Meeting of Shareholders
to be held November 16, 1994.

(Continued and to be signed on reverse side)
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(a) ELECTION of 13 DIRECTORS to serve for the ensuing year. E. Baum, G.J. Berkman, J.F. Caligiuri, S.D. Herlihy,
E. Houminer, L. Machiz, S.J. Nuzzo, F. Salerno, D. Shaw, H. Stein, R. Vallee, K. Williams and F.S. Wood.

FOR ALL NOMINEES WITHHOLD AUTHORITY
LISTED ABOVE TO VOTE FOR ALL NOMINEES INSTRUCTION: To withhold authority for any individual
(except as indicated to the contrary above) LISTED ABOVE nominee, write that nominee's name in the space below.
[ X ] [ X ]

------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------

(b) RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP (c) ADOPTION OF 1994 AVNET INCENTIVE STOCK PROGRAM
as independent public accountants.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ X ] [ X ] [ X ] [ X ] [ X ] [ X ]

- -----------------------------------------------------------------------------------------------------------------------------------

(d) Transactions of such other business as may properly
come before the Meeting or any adjournment(s) thereof.

- -----------------------------------------------------------------------------------------------------------------------------------

PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0135

Signature should correspond with the stenciled name
appearing hereon. When signing in a fiduciary or
representative capacity, give full title as such.
When more than one owner, each should sign.

Dated: ____________________________________, 1994

____________________________________, (L.S.)

VOTES MUST BE INDICATED
[ X ] IN BLACK OR BLUE INK. [ X ]

Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

1994 AVNET INCENTIVE STOCK PROGRAM

ARTICLE I

PURPOSE OF THE PROGRAM

This incentive stock program is intended to supplement existing incentives
for personnel employed or retained by the Company. Such purpose is to be
accomplished through the allocation of shares of Avnet, Inc. Stock for delivery
(i) upon the achievement of goals tailored to the functions and responsibilities
of individual employees or groups of employees, (ii) in recognition of results
actually achieved in an immediate past fiscal period by individual employees or
groups of employees and (iii) upon the individual employees' continuance in the
employ of the Company for a pre-determined period of time.

ARTICLE II

DEFINITIONS

The following words and phrases used herein shall, unless the context
otherwise indicates, have the following meanings:

1. "Board of Directors" and "Director" shall mean, respectively, the
Board of Directors of Avnet, Inc. and any member thereof.

2. "Code" shall mean the Internal Revenue Code of 1986, as amended.

3. "Committee" shall mean a committee charged with administering this
Program, which Committee shall (i) be appointed by the Board of Directors,
and (ii) consist of three or more non-employee Directors, none of whom is
eligible or at any time has been eligible to participate in allocations of
Shares under this Program, and each of whom shall meet the requirements of
an "outside director" under Section 162(m) of the Code.

4. "Company" shall mean Avnet, Inc. and all of its Subsidiaries.

5. "Eligible Employee" shall mean any regular full-time employee of
the Company (including any Director who is also such a regular full-time
employee).

6. "Executive Officer" shall mean any Eligible Employee who is an
executive officer of the Company.

7. "Participant" shall mean an Eligible Employee who is awarded Shares
under this Program.

8. "Program" shall mean the 1994 Avnet Incentive Stock Program, as
herein set forth and as amended from time to time.

9. "Shares" shall mean shares of Stock.

10. "Stock" shall mean the common stock of Avnet, Inc., as presently
constituted.

11. "Subsidiary" shall mean any corporation 80% of the total combined
voting power of all classes of capital stock of which shall at the time in
question be owned by Avnet, Inc. and any of its Subsidiaries.

ARTICLE III

SHARES RESERVED FOR THE PROGRAM

1. The maximum number of Shares which may be awarded to Eligible Employees
under this Program shall be 350,000 Shares as presently constituted. In the
event of any change in the kind or number of outstanding Shares by reason of a
stock dividend, recapitalization, split-up, combination of Shares or like
capital adjustment, such 350,000 Share total shall be appropriately adjusted by
the Committee, whose determination in that regard shall be conclusive.
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2. The Shares awarded under this Program may, in the discretion of the
Committee and with the consent of the Board of Directors, consist of authorized
but unissued Shares or Shares held in the treasury of Avnet, Inc.

3. Any Shares which are awarded for delivery hereunder, but which are
forfeited prior to such delivery, may thereafter again be awarded to Eligible
Employees hereunder.

ARTICLE IV

ADMINISTRATION OF THE PROGRAM

1. This Program shall be administered by the Committee, which shall have
the sole authority and full power to construe and interpret the Program, to
establish, construe, amend and rescind rules and regulations for its
administration and to make all other determinations necessary or advisable for
administering this Program.

2. A majority of the members of the Committee (but not less than two) shall
constitute a quorum, and all acts, decisions or determinations of the Committee
shall be by majority vote of such of its members as shall be present at a
meeting duly held at which a quorum is so present. Any act, decision or
determination of the Committee reduced to writing and signed by a majority of
its members (but not less than two) shall be fully effective as if it had been
made, taken or done by vote of such majority at a meeting duly called and held.
The determination of the Committee with respect to any matter committed to its
discretion in this Program shall be conclusive.

3. The Committee shall deliver a report to the Board of Directors with
reasonable promptness following the taking of any action(s) in the
administration of this Program, which report shall set forth in full the
action(s) so taken. The Committee shall also file such other reports and make
such other information available as may from time to time be prescribed by the
Board of Directors.

ARTICLE V

AWARD AND DELIVERY OF SHARES

1. At the end of each fiscal year of Avnet, Inc., the Committee shall
select the Eligible Employees to whom an award of Shares shall be made. The
Committee shall have the authority, to be exercised in its sole discretion, to
determine (i) whether any particular Eligible Employee shall be selected to
receive an award, (ii) the number of Eligible Employees to be selected to
receive awards, and (iii) the number of Shares to be included in each award.

2. At the time an award of Shares is made, the Committee may establish a
period of time (the "Vesting Period") applicable to such award, which Vesting
Period shall not be more than ten years. Each award of Shares may have a
different Vesting Period, and different portions of the award may have different
Vesting Periods. The Committee may, in its sole discretion, at the time an award
is made, prescribe those events (including, without limitation, the termination
of such Participant's employment) the occurrence of which during the Vesting
Period shall result in the complete or partial forfeiture of the award of
Shares.

3. Upon the expiration of the applicable Vesting Period, without the
occurrence of an event of forfeiture, a stock certificate or certificates
representing the number of Shares which have vested shall be registered in the
name of the Participant and shall be delivered, free and clear of all
restrictions, except any that may be imposed by law, to the Participant or, if
the Participant has died, to the Participant's beneficiary or estate as the case
may be.

4. Notwithstanding the foregoing, the Committee may, in its sole
discretion, waive the occurrence of an event of forfeiture or accelerate the
vesting and delivery of Shares under an award.

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5. The Board of Directors or the Executive Committee thereof shall from
time to time take all necessary action to the end that all Shares delivered
under this Program shall have been validly issued and shall be fully paid and
non-assessable.

ARTICLE VI

QUALIFIED AWARDS

1. At the beginning of each fiscal year, the Committee shall determine
which, if any, Executive Officers, to whom it may award Shares pursuant to this
Program, is likely to be a "covered employee" having "applicable employee
remuneration" (including Shares delivered under this Program) materially in
excess of $1 million in any taxable year of the Company with the result that
Section 162(m) of the Code is likely to apply to the delivery of all or a
material portion of any Shares which the Committee may award to such Executive
Officer with respect to such fiscal year.

2. If the Committee in its sole discretion determines that there are one or
more such Executive Officers (the "Restricted Executives"), then the Committee
shall, for each such Restricted Executive, set performance goals in writing,
based on one or more objective criteria applicable to the Company, chosen from
the following:

(i) earnings per share,
(ii) gross revenues,
(iii) pre-tax income,
(iv) net income after taxes,
(v) market price of the Shares, and
(vi) return on equity.

The objective criteria chosen pursuant to this paragraph 2 are hereinafter
called the "Performance Goal." The Performance Goal need not be the same for
each Restricted Executive. The Performance Goal must be fixed by the Committee
at a time when satisfaction of the Performance Goal is substantially uncertain,
and no later than 90 days after the commencement of the fiscal year to which the
Performance Goal relates, or, if the period of service to which the Performance
Goal relates is less than the entire fiscal year, before 25% of the period of
service has elapsed.

3. The Committee shall determine, at the time the Performance Goal is set,
the number of Shares that will be awarded to a Restricted Executive if (or to
the extent that) the Performance Goal is achieved. Prior to the award of Shares
to a Restricted Executive, the Committee shall certify in writing that the
Performance Goal has been satisfied. An award pursuant to this Article is
hereinafter called a "Qualified Award." The Committee shall have the discretion
to reduce, but not to increase, the number of Shares payable pursuant to a
Qualified Award.

4. The number of Shares awarded to a Restricted Executive with respect to
any fiscal year shall in no event exceed 10,000 Shares.

5. Except as specifically provided in this Article, Qualified Awards are
subject to the general provisions of this Program.

6. Uncapitalized terms used in this Article in quotation marks have the
meanings assigned to them under Section 162(m) of the Code. The provisions of
this Article are intended to assure that Shares delivered pursuant to Qualified
Awards qualify for the performance-based compensation exception of Section
162(m)(4)(C) of the Code, and the Program and this Article should be interpreted
consistently therewith, and no amendment shall be made to the Program which
would have the effect of disqualifying previously-made Qualified Awards for such
exception.

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ARTICLE VII

AMENDMENT OF THE PROGRAM

At any time and from time to time until this Program shall have terminated,
the Board of Directors may amend the Program as the Board may deem advisable and
in the best interests of the Company and may terminate the Program at any time
provided, however, that unless approved by the affirmative vote of a majority of
the outstanding shares of capital stock of Avnet, Inc. entitled to vote thereon,
at a meeting of the shareholders of Avnet, Inc. duly called and held, no
amendment to the Program shall be adopted which shall (a) affect the composition
or functioning of the Committee, (b) increase the aggregate number of Shares
which may be awarded hereunder, (c) extend the termination date hereof, or (d)
contravene paragraph 6 of Article VI.

ARTICLE VIII

REGISTRATION OF SHARES

The Company may delay the delivery of Shares hereunder to any person or
persons for such period as it may deem necessary or advisable to effect
compliance with (or secure exemption from) the applicable provisions of the
Business Corporation Law of New York, the registration requirements of the
Securities Act of 1933, the qualification or registration requirements of any
applicable state securities laws, any other applicable statute, rule or
regulation and the listing requirements of the New York Stock Exchange and any
other securities exchange on which the Stock may at any time be listed, and the
Company may require, as a condition to the delivery of such Shares, that the
recipients thereof execute and deliver such representations, agreements and
covenants in favor of the Company as the Committee may deem necessary or
advisable in order to comply with (or secure exemption from) any of such
requirements.

ARTICLE IX

TERM

Unless earlier terminated by the Board of Directors, this Program shall
terminate (except as to awards theretofore made and Shares theretofore
delivered) on December 31, 1999.

ARTICLE X

SHAREHOLDER APPROVAL

This Program shall be submitted to the shareholders of Avnet, Inc. for
their approval at the 1994 annual meeting of shareholders. If the shareholders
do not approve this Program, it shall be annulled and any awards of Shares made
hereunder shall thereupon be void without further action of the Company or the
Board of Directors.

ARTICLE XI

MISCELLANEOUS

1. Each award of Shares under this Program shall be evidenced by and
subject to a written agreement, executed by the Participant and Avnet, Inc.,
which shall contain such restrictions, terms and conditions as the Committee may
require.

2. The Company may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of all federal, state and local
taxes required by law to be withheld with respect to Shares delivered pursuant
to this Program.

3. The obligations of the Company under this Program shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any

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successor corporation or organization succeeding to substantially all of the
assets and business of the Company. The Company agrees that it will make
appropriate provision for the preservation of the rights of Participants who
have received an award of Shares under this Program in any agreement or program
which the Company may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.

4. The rights of a Participant hereunder shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance by
the Participant, or to attachment or garnishment by creditors of the
Participant.

5. The Company shall not be required to, and shall not, set aside, in a
fund or otherwise, any Shares for delivery to a Participant pursuant to an award
hereunder. During the Vesting Period, a Participant shall not be deemed a
shareholder of the Avnet, Inc. with respect to awarded but unvested Shares and
shall not have any of the rights or privileges of a shareholder with respect to
such Shares, such as the right to vote such Shares or to receive any dividends
with respect to such Shares. Nothing contained in this Program, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind, or a fiduciary relationship between the Company and any
Participant, or any other person. It is intended that the arrangements reflected
in this Program be treated as unfunded for tax purposes.

6. The award or delivery of Shares under this Program to persons employed
or retained by the Company shall not be deemed to confer upon any such person
any right to continue in such employment or retention, or to interfere in any
way with the right of the Company to terminate such person's employment at any
time.

7. The Program shall be governed by and construed in accordance with the
laws of the State of New York.