Shareholder Vote · Company Update

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): November 9, 2017 Avnet, Inc. (Exact Name of Registrant as Specified in Charter) New York 1-4224 11-1890605 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2211 South 47 th Street, Phoenix, Arizona 85034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (480) 643-2000 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)) 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 Annual Meeting of Shareholders of Avnet, Inc. (the “Company”) held on November 9, 2017, the results of which are as follows: 1. The shareholders elected the eight 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: Director For Against Abstain Broker Non-Votes Rodney C. Adkins 99,927,901 2,945,113 52,577 6,551,645 William J. Amelio 102,565,059 313,078 47,454 6,551,645 J. Veronica Biggins 100,346,087 2,522,443 57,061 6,551,645 Michael A. Bradley 101,464,947 1,404,177 56,467 6,551,645 R. Kerry Clark 100,393,669 2,474,610 57,312 6,551,645 James A. Lawrence 101,420,165 1,456,033 49,393 6,551,645 Avid Modjtabai 102,582,795 276,494 66,302 6,551,645 William H. Schumann III 101,368,657 1,504,049 52,885 6,551,645 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: For Against Abstain Broker Non-Votes 80,585,641 21,525,269 814,681 6,551,645 3. The proposal for shareholders to vote, on an advisory basis, on the frequency of the advisory vote on executive compensation received the following votes: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 85,293,826 170,847 16,710,845 750,073 6,551,645 4. The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018. The voting results were as follows: For Against Abstain Broker Non-Votes 108,392,320 1,006,300 78,616 N/A The Board of Directors has considered the outcome of the advisory vote on the frequency of the advisory vote on executive compensation, and has determined that the Company will hold future advisory votes on executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of future advisory votes on executive compensation. The next advisory vote on the frequency of the advisory vote on executive compensation is required to occur no later than the Company’s 2023 Annual Meeting of Shareholders. Item 8.01 Other Events. On November 10, 2017, the Company announced that the Board of Directors approved adding $200,000,000 to the Company’s stock repurchase program. The Company may repurchase shares from time to time in the open market, privately negotiated transactions, block trades, accelerated share repurchase transactions or by any combination of such method. The Company may terminate or limit the stock repurchase program at any time without prior notice. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated November 10, 2017. 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. Title: Interim Chief Financial Officer Date: November 10, 2017 AVNET, INC. Registrant By: /s/ Ken Jacobson Name: Ken Jacobson Title: Interim Chief Financial Officer