UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 2019 (
(Exact Name of Registrant as Specified in Charter)
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| of Incorporation) | File Number) | Identification No.) |
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(Registrant’s telephone number, including area code.)
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Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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:
| 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 19, 2019, Avnet, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (“Annual Meeting”). The three proposals submitted to a vote of the shareholders are described in the Company’s Proxy Statement in connection with the Annual Meeting. As of September 20, 2019, the record date, there were a total of 101,929,710 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of the common stock entitled to vote, 94,777,077, or approximately 93% of the common stock, were represented in person or by proxy, which constituted a quorum under the Company’s By-Laws. Set forth below is a brief description of each matter voted on at the Annual Meeting, how the votes were cast and the final voting results with respect to each such matter.
Proposal 1 – The election of eleven directors to serve on the Board of Directors until the next annual meeting and until their successors have been elected and qualified.
| Director Nominees | For | Against | Abstain | Broker Non-Votes | ||||
| Rodney C. Adkins | 86,493,023 | 4,116,710 | 102,314 | 4,065,030 | ||||
| William J. Amelio | 89,906,534 | 742,460 | 63,053 | 4,065,030 | ||||
| Carlo Bozotti | 90,483,291 | 163,876 | 64,880 | 4,065,030 | ||||
| Michael A. Bradley | 90,460,352 | 186,200 | 65,495 | 4,065,030 | ||||
| Brenda L. Freeman | 90,483,349 | 164,102 | 64,596 | 4,065,030 | ||||
| Jo Ann Jenkins | 90,478,869 | 170,706 | 62,472 | 4,065,030 | ||||
| Oleg Khaykin | 55,664,168 | 34,982,711 | 65,168 | 4,065,030 | ||||
| James A. Lawrence | 89,789,995 | 856,628 | 65,424 | 4,065,030 | ||||
| Avid Modjtabai | 89,910,412 | 737,205 | 64,430 | 4,065,030 | ||||
| Adalio T. Sanchez | 90,484,000 | 162,737 | 65,310 | 4,065,030 | ||||
| William H. Schumann III | 89,897,707 | 749,650 | 64,690 | 4,065,030 |
The shareholders elected all eleven of the director nominees.
Proposal 2 – To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 88,728,425 | 1,907,338 | 76,284 | 4,065,030 |
The shareholders approved on a non-binding advisory basis executive compensation.
Proposal 3 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 27, 2020.
| For | Against | Abstain | ||||
| 93,177,604 | 1,512,642 | 86,831 |
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020.
| Item 8.01 | Other Events. |
On November 19, 2019, the Company issued a press release announcing that the newly elected directors Messrs. Bozotti and Sanchez were appointed to serve on the Audit and Corporate Governance Committees, and that Ms. Jenkins was appointed to serve on the Compensation and Corporate Governance Committees. The press release is attached hereto as Exhibit 99.1.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
| Exhibit Number |
Description | |
| 99.1 | Press Release dated November 19, 2019. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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.
| Date: November 20, 2019 | AVNET, INC. | |
| By: | /s/ Thomas Liguori | |
| Name: Thomas Liguori | ||
| Title: Chief Financial Officer | ||
| 4 |
Exhibit 99.1
Carlo Bozotti and Adalio T. Sanchez Elected to Avnet’s Board of Directors
PHOENIX – November 19, 2019 – Leading global technology solutions provider Avnet (Nasdaq: AVT) today announced that Carlo Bozotti and Adalio T. Sanchez have been elected to the company’s Board of Directors by the shareholders at the 2019 Annual Meeting held on November 19, 2019. Bozotti and Sanchez will serve on both the Audit and Corporate Governance Committees of the Board. In addition, JoAnn Jenkins will serve on both the Compensation and Corporate Governance Committees of the Board.
Carlo Bozotti brings over 40 years of experience in the electronics and semiconductor industry, and is currently an Industrial Partner of European private equity fund FSI. He was president and CEO of STMicroelectronics from 2005 to 2018, when he retired. During his time as president and CEO, Mr. Bozotti successfully led the company’s efforts to expand its leadership into stable, longer-term markets such as automotive and industrial electronics.
Mr. Bozotti currently serves on the boards of Lumson, the Italian leader in the primary packaging cosmetics sector, and Besi, a leading supplier of assembly equipment for the global semiconductor and electronics industries.
“Carlo’s depth of knowledge of the semiconductor and industrial electronics market, along with his expertise in identifying strategies for alliances and partnerships, particularly in the European electronics market, make him a valuable addition to the Avnet board,” said Rodney C. Adkins, chairman of the board of Avnet. “We’re pleased to welcome him and look forward to leveraging his knowledge in support of our supplier partners and engineering customers.”
A native of Noviglio, near Milan, Italy, Mr. Bozotti holds a degree in electronic engineering from the University of Pavia, Italy, and was a member of the European Round Table of Industrialists advocacy group.
Adalio T. Sanchez is president of S Group Advisory LLC, and a 35-year technology industry veteran in the enterprise hardware, software and semiconductor segments. He was formerly senior vice president at Lenovo Group Limited, responsible for the company’s enterprise systems, storage and data center technologies business. Prior to that, he spent 32 years at IBM Corporation in various senior executive and global general management roles.
Mr. Sanchez also serves on the boards of directors of ACI Worldwide Inc., a global software company facilitating real-time electronics payments where he chairs the Compensation Committee;
and on the board of the MITRE Corporation, a firm that manages federally funded research and development centers supporting several U.S. government agencies.
“Adalio’s enterprise technology experience along with the prominent role he plays in the larger technology community will not only help drive forward our Internet of Things (IoT) growth strategy, but also help us expand Avnet’s overall innovation ecosystem,” said Adkins. “His depth of knowledge and understanding of the markets we serve are great assets in providing technology solutions for our customers.”
Mr. Sanchez holds a bachelor of science degree from the University of Miami and an MBA from Florida International University.
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About Avnet
Avnet is a global technology solutions provider with an extensive ecosystem delivering design, product, marketing and supply
chain expertise for customers at every stage of the product lifecycle. We transform ideas into intelligent solutions, reducing
the time, cost and complexities of bringing products to market. 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)
Media Contacts
Heather Vana
Senior Director of Communications, Avnet
heather.Vana@avnet.com
480-643-8299
Lauren Levinson
Brodeur Partners for Avnet
llevinson@brodeur.com
202-899-4639
Investor Relations Contact
Ina McGuinness
investorrelations@avnet.com
480-643-7053