Shareholder Vote

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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​