UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 29, 2018

AVNET, INC.

(Exact Name of Registrant as Specified in its charter)

 

(480) 643-2000

(Registrant’s telephone number, including area code.)

N/A

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2018, the Board of Directors of Avnet, Inc. (the “Company”) elected Jo Ann C. Jenkins to serve as a director of the Company.  Ms. Jenkins will serve on the Audit and Corporate Governance Committees. There is no arrangement or understanding with any person pursuant to which Ms. Jenkins was selected as a director. 

Ms. Jenkins’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, which is described under the heading “Director Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on September 26, 2017.  In addition, the Company plans to enter into an Indemnification Agreement with Ms. Jenkins in substantially the same form as previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2006.

Item 7.01   Regulation FD Disclosure.

On August 28, 2018, the Company issued a press release announcing the appointment of Ms. Jenkins, which is attached hereto as Exhibit 99.1. On August 29, 2018, the Company issued a press release announcing an increase in the dollar amount of shares that may be repurchased under the existing share repurchase program and the declaration of dividends, which reflects an increase in dividend payment, which is attached hereto as Exhibit 99.2.

The information set forth in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 8.01   Other Events.

The Board has scheduled Avnet’s Annual Shareholder Meeting for Friday, November 16, 2018, at 8:00 a.m. Arizona/PST, to be held at Avnet’s Corporate Headquarters located at: 2211 S 47th St, Phoenix, AZ 85034. The record date for determining the common shareholders entitled to vote at the meeting has been set at the close of business on September 18, 2018.

The information set forth in this Item 8.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act or under the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits.

(d)     Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

 

 

 

 

 

SIGNATURES

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 hereunto duly authorized.

 

 

 

 

Exhibit 99.1

 

 

Avnet Names Jo Ann Jenkins to its Board of Directors

 

PHOENIX – August 28, 2018 – Avnet (Nasdaq:  AVT), a leading global technology solutions provider,  today announced that Jo Ann Jenkins has been appointed to the company's board of directors. She will also serve on the audit and corporate governance committees. 

 

Jenkins is currently CEO of AARP, the world’s largest non-profit, non-partisan member organization. She joined AARP in June 2010 and has been leading it as CEO since September 2014.  

 

“As a nationally recognized leader with  a solid track record of growth and innovation at some of the nation’s largest public and nonprofit organizations, Jo Ann is a great addition to our board,” said William H. Schumann III, chairman of the board of Avnet, Inc. “Jo Ann’s deep knowledge and wealth of management experience combined with her reputation as an innovative and dynamic agent of change aligns well with Avnet’s transformational journey and growth strategies.”

 

Prior to joining AARP,  Jenkins served as chief operating officer for the Library of Congress. She began her career with the U.S. Department of Housing and Urban Development, later moving to the U.S. Department of Transportation and U.S. Department of Agriculture in a variety of leadership roles with increasing responsibility. In addition to her public service, she served in several private consulting firms, advising major corporations regarding development and implementation of diversity and organizational strategies. 

 

“I am excited to be joining the Avnet board of directors,” said Jenkins. “I’m passionate about innovation and I look forward to the opportunity to build upon Avnet’s successful transformation strategy and support its continued growth.”

 

Jenkins holds a Bachelor of Science degree from Spring Hill College in Mobile, Ala., graduated from the Stanford Graduate School of Business Executive Program, and also holds honorary Doctorate of Humane Letters from Spring Hill College and Washington College. 

 

 

Follow Avnet on Twitter: @Avnet
Connect with Avnet on LinkedIn: http://www.linkedin.com/company/avnet
Connect with Avnet on Facebook: http://www.facebook.com/AvnetInc 

 

All brands and trade names are trademarks or registered trademarks, and are the properties of their respective owners. Avnet disclaims any proprietary interest in marks other than its own.

 

About Avnet

From idea to design and from prototype to production, Avnet supports customers at each stage of a product’s lifecycle. A comprehensive portfolio of design and supply chain services makes Avnet the go-to guide for innovators who set the pace for technological change. For nearly a century, Avnet has helped its customers and suppliers around the world realize the transformative possibilities of technology. Learn more about Avnet at www.avnet.com. (AVT_IR)

 

 

Investor Relations Contact
Abernathy MacGregor
Ina McGuinness, 480-643-7053
investorrelations@avnet.com 

 

Media Contact

Maureen O’Leary 

Avnet

Maureen.OLeary@avnet.com  

480-643-7499  

 

Avnet Expands Share Repurchase Authorization by $500 Million; 

Increases Dividend by 5.3% to $0.20 per Share

 

PHOENIX -- August 29, 2018-- Avnet (Nasdaq: AVT), a leading global technology solutions provider, today announced that the Board of Directors approved an expansion of the company's current share repurchase authorization by $500 million. Avnet now has $722 million available for share repurchases when combined with prior authorizations.  

 

In addition, Avnet’s Board of Directors approved a 5.3% increase in the quarterly cash dividend to $0.20 per share. The dividend will be paid on September 20, 2018 to shareholders of record as of the close of business on September 10, 2018.

 

Chief Executive Officer, Bill Amelio commented, “The Board’s decision to expand our share repurchase program and increase Avnet’s dividend sends a strong positive signal to the investment community. These actions underscore Avnet’s commitment to create and deliver increased value to shareholders in the short term, while providing confidence that we’re successfully driving toward our longer-term growth goals.”

 

The company may repurchase shares from time to time at the discretion of management in open market, privately negotiated transactions, or otherwise -- subject to applicable laws, regulations and approvals, strategic considerations, market conditions and other factors. The company may terminate or limit the share repurchase program at any time without prior notice.

 

About Avnet

From idea to design and from prototype to production, Avnet supports customers at each stage of a product’s lifecycle. A comprehensive portfolio of design and supply chain services makes Avnet the go-to guide for innovators who set the pace for technological change. For nearly a century, Avnet has helped its customers and suppliers around the world realize the transformative possibilities of technology. Learn more about Avnet at www.Avnet.com. (AVT_IR)

 

Visit the Avnet Investor Relations website at ir.avnet.com or contact us at investorrelations@avnet.com.  

 

Investor Relations Contact
Abernathy MacGregor
Ina McGuinness, 480-643-7053
investorrelations@avnet.com

 

Media Relations Contact
Avnet
Maureen O’Leary, 480-643-7499
Director, Media Relations
Maureen.OLeary@avnet.com