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 17, 2022   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.   On November 17, 2022, Avnet, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (“Annual Meeting”). The three 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 19, 2022, the record date, there were a total of 93,095,858 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of the common stock entitled to vote, 86,786,378, or approximately 93.22% 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 ten 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   76,268,451     6,071,948     63,225     4,382,754   Carlo Bozotti   82,151,433     193,195     58,996     4,382,754   Brenda L. Freeman   81,278,181     1,046,668     78,775     4,382,754   Philip R. Gallagher   82,165,492     179,706     58,426     4,382,754   Jo Ann Jenkins   81,013,708     1,312,938     76,978     4,382,754   Oleg Khaykin   82,149,750     171,804     82,070     4,382,754   James A. Lawrence   80,038,440     2,302,345     62,839     4,382,754   Ernest E. Maddock   82,152,611     168,350     82,663     4,382,754   Avid Modjtabai   80,866,481     1,469,268     67,875     4,382,754   Adalio T. Sanchez   79,986,410     2,354,998     62,216     4,382,754   The shareholders elected all ten 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     79,329,018     2,995,098     79,508     4,382,754     The shareholders approved on a non-binding advisory basis executive compensation.   Proposal 3 –To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 1, 2023.     For       Against       Abstain           84,804,094     1,848,268     134,016            The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023.           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 18, 2022 AVNET, INC.       By: /s/ Kenneth A. Jacobson     Name: Kenneth A. Jacobson     Title: Chief Financial Officer