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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 23, 2005
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AVNET, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-4224 11-1890605
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(Commission File Number) (IRS Employer Identification No.)
2211 South 47th Street, Phoenix, Arizona 85034
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(Address of Principal Executive Offices) (Zip Code)
(480) 643-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On September 26, 2005, Avnet, Inc. issued a press release announcing that the
Company's Board of Directors has amended its Corporate Governance Guidelines
regarding the election of directors. A copy of the press release is attached
hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K and the Exhibit attached
hereto is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of Avnet, Inc. dated September 26, 2005
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AVNET, INC.
(Registrant)
Date: September 27, 2005 By: /s/ Raymond Sadowski
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Raymond Sadowski
Senior Vice President and
Chief Financial Officer
Exhibit 99.1
Avnet Announces Adoption of Majority Vote
Standard for Director Elections
PHOENIX--(BUSINESS WIRE)--Sept. 26, 2005--Avnet Inc. (NYSE: AVT)
today announced that its board of directors has amended the company's
Corporate Governance Guidelines to include a provision that any
director who receives a greater number of votes "withheld" from his or
her election than votes "for" such election shall submit to the board
a letter of resignation for consideration by the Corporate Governance
Committee.
Roy Vallee, Avnet's chairman and CEO, stated, "We have an
outstanding and highly independent board of directors and they have
enjoyed the support of our shareholders by overwhelmingly positive
votes in the past. This provision reflects a proactive approach to
this issue and Avnet's commitment to corporate governance. The board
will continue to study this issue and will advise the company's
shareholders by the end of May 2006 whether it would recommend further
action."
About Avnet
Avnet enables success from the center of the technology industry,
providing cost-effective services and solutions vital to a broad base
of more than 100,000 customers and 300 suppliers. The company markets,
distributes and adds value to a wide variety of electronic components,
enterprise computer products and embedded subsystems. Through its
premier market position, Avnet brings a breadth and depth of
capabilities that help its trading partners accelerate growth and
realize cost efficiencies. Avnet and the recently acquired Memec
(closed July 5, 2005) generated combined revenue in excess of $13
billion in the past year through sales in approximately 70 countries.
Visit Avnet's Investor Relations Web site at www.ir.avnet.com or
contact us at investorrelations@avnet.com.
CONTACT: Avnet Inc., Phoenix
Vincent Keenan, 480-643-7053 (Investor Relations)
investorrelations@avnet.com