Executive Change · Company Update

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 23, 2020   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.)   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   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On November 23, 2020, Avnet, Inc. announced that the Board of Directors has appointed Philip R. Gallagher as the Company’s Chief Executive Officer. Mr. Gallagher has served as Interim Chief Executive Officer since August 2020. In addition, the Board expanded the Board to eleven directors and elected Mr. Gallagher to serve as a director of the Company.   The Board approved the material terms of Mr. Gallagher’s compensation arrangement, which include: (i)  an annualized base salary of $1.0 million; (ii) annual cash incentive award target of up to 1.5x his base salary; and (iii) long-term equity incentive awards with a total grant value of 3.5x his base salary.   Item 8.01. Other Events.   On November 23, 2020, the Company issued a press release announcing the appointment of Mr. Gallagher as Chief Executive Officer and election as a director. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K.   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 23, 2020.        104   Cover Page Interactive Data File (formatted as 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 23, 2020 AVNET, INC.           By: /s/ Thomas Liguori     Name: Thomas Liguori     Title: Chief Financial Officer