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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)    November 16, 2023

AVNET, INC.

(Exact name of registrant as specified in its charter)

New York

 

1-4224

 

11-1890605

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

2211 South 47th Street, Phoenix, Arizona

 

85034

(Address of principal executive offices)

 

(Zip Code)

(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:

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))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered:

Common stock, par value $1.00 per share

 

AVT

 

NASDAQ Global Select Market

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.

The following matters were submitted to a vote of the shareholders at the Company’s 2023 Annual Meeting of Shareholders, the results of which are as follows:

1.The shareholders elected the ten nominees to the Board of Directors, each to serve until the next annual meeting and until their successors have been elected and qualified. The voting results for each nominee were as follows:

Broker

Director Nominees

For

Against

Abstain

Non-Votes

Rodney C. Adkins

75,213,133

5,712,001

85,725

3,829,029

Carlo Bozotti

80,550,664

373,810

86,385

3,829,029

Brenda L. Freeman

76,336,981

4,587,012

86,866

3,829,029

Philip R. Gallagher

80,599,582

330,072

81,205

3,829,029

Jo Ann Jenkins

79,835,034

1,086,705

89,120

3,829,029

Oleg Khaykin

80,592,623

324,534

93,702

3,829,029

James A. Lawrence

77,911,236

3,009,110

90,513

3,829,029

Ernest E. Maddock

79,992,697

925,889

92,273

3,829,029

Avid Modjtabai

79,003,271

1,919,829

87,759

3,829,029

Adalio T. Sanchez

73,997,254

6,923,498

90,107

3,829,029

2.The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved , having received the following votes:

Broker

For

Against

Abstain

Non-Votes

78,879,972

1,748,424

382,463

3,829,029

3.The shareholders approved, on an advisory basis, holding advisory votes every 1 YEAR on the compensation of the Company’s named executive officers (“say on pay”). The voting results were as follows:

Broker

1 Year

2 Years

3 Years

Abstain

Non-Votes

74,491,014

26,608

6,446,148

47,089

3,829,029

Consistent with these voting results and with the recommendation of the Company’s Board of Directors, the Company will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders.

4.The shareholders ratified the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending June 29, 2024.

For

Against

Abstain

81,446,075

3,281,109

112,704

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

 

 

 

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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 17, 2023

AVNET, INC.

By:

/s/ Kenneth A. Jacobson

Name: Kenneth A. Jacobson

Title: Chief Financial Officer