Executive Change · 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 19, 2021   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 18, 2021, Avnet, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the shareholders approved the Avnet, Inc. 2021 Stock Compensation and Incentive Plan (the “2021 Plan”). The terms and conditions of the 2021 Plan are described in the Company’s Proxy Statement filed in connection with the Annual Meeting. The 2021 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference into this Current Report.   Item 5.07 Submission of Matters to a Vote of Security Holders.   The four proposals submitted to a vote of the shareholders at the Annual Meeting are described in the Company’s Proxy Statement filed in connection with the Annual Meeting. As of September 20, 2021, the record date, there were a total of 99,480,085 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of the common stock entitled to vote, 93,911,658, or approximately 94.40% 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     82,018,832       7,548,317       49,098       4,295,411   Carlo Bozotti     89,406,712       160,619       48,916       4,295,411   Brenda L. Freeman     82,993,221       6,575,171       47,855       4,295,411   Philip R. Gallagher     89,411,900       158,277       46,070       4,295,411   Jo Ann Jenkins     87,650,519       1,915,389       50,339       4,295,411   Oleg Khaykin     89,402,492       160,852       52,903       4,295,411   James A. Lawrence     87,268,138       2,298,354       49,755       4,295,411   Ernest E. Maddock     89,404,129       159,438       52,680       4,295,411   Avid Modjtabai     87,042,617       2,521,231       52,399       4,295,411   Adalio T. Sanchez     85,442,047       4,122,222       51,978       4,295,411   William H. Schumann III     87,644,522       1,921,652       50,073       4,295,411     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     85,518,115       4,028,912       69,220       4,295,411     The shareholders approved on a non-binding advisory basis executive compensation.   Proposal 3 – To approve the 2021 Plan.   For     Against     Abstain     Broker Non-Votes     83,487,131       6,092,063       37,053       4,295,411     The shareholders approved the 2021 Plan.         Proposal 4 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 2, 2022.   For     Against     Abstain     92,868,227       931,705       111,726     The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022.   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       10.1   Avnet, Inc. 2021 Stock Compensation and Incentive Plan. 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 19, 2021 AVNET, INC.       By: /s/ Thomas Liguori     Name: Thomas Liguori     Title: Chief Financial Officer