8-K

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):      May 25, 2017

ANIXTER INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	94-1658138
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission File Number: 001-10212

2301 Patriot Blvd.

Glenview, Illinois 60026

(224) 521-8000

(Address and telephone number of principal executive offices)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

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.o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of 2017 Stock Incentive Plan

On May 25, 2017, the stockholders of Anixter International Inc. (the “Company”) approved the 2017 Stock Incentive Plan (the “Plan”). The Board of Directors of the Company approved the Plan on February 23, 2017, subject to the approval of the stockholders.

The Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights (“SARs”) to selected employees, non-employee directors and consultants.

The material terms of the Plan are as follows: The Plan is administered by the compensation committee of the Board of Directors (the “Committee”). The number of shares of common stock that may be issued under the Plan is 2,000,000. If any award granted under the Plan expires, terminates or is forfeited or canceled for any reason, the shares subject to the award will again be available for issuance. Any shares subject to an award that are delivered to the Company or withheld by the Company on behalf of a participant as payment for the award (including the exercise price of a stock option or SAR) or as payment for any withholding taxes due in connection with the award will not again be available for issuance.

Of the shares available for issuance: (i) the maximum number issuable as stock options or SARs to any employee in any calendar year is 400,000; (ii) the maximum number issuable as stock awards or stock unit awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code granted to any employee in any calendar year is 400,000; (iii) the maximum number issuable as incentive stock options is 2,000,000; and (iv) the fair market value of awards granted to non-employee directors in any calendar year, together with cash compensation paid to such non-employee director in such calendar year, shall not exceed $1,000,000.

The Committee can grant awards under the Plan until February 23, 2027. The Committee can provide that any award granted under the Plan shall be subject to the attainment of performance goals, including those that qualify the award as “performance-based compensation” as defined in Section 162(m) of the Internal Revenue Code.

The Plan is filed herewith as Exhibit 10.1. A more detailed summary of the terms of the Plan appears on pages 10 to 15 of the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 20, 2017 (the “2017 Proxy Statement”).

On May 25, 2017, the Committee adopted for use under the Plan forms of (1) Performance Unit Grant Agreement, (2) Restricted Stock Unit Grant Agreement, (3) Stock Unit Grant Agreement (for Directors), and (4) Stock Option Agreement. The forms of agreements are attached hereto as Exhibits 10.2, 10.3, 10.4 and 10.5. 

Appointment of President and Chief Operating Officer

On May 30, 2017, the Company announced that William A. Galvin, currently Executive Vice President - Network and Security Solutions, has been promoted to the position of President and Chief Operating Officer by its Board of Directors, effective July 1, 2017.

In connection with his promotion, Mr. Galvin’s annual salary will be increased to $600,000 and his target bonus opportunity will be increased to $500,000. It is expected at the effective date of his promotion he will receive a restricted stock unit and performance unit grant with a total value of $900,000.

For additional information, reference is made to the Company’s press release, dated May 30, 2017, which is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders was held on May 25, 2017. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s 2017 Proxy Statement filed on April 20, 2017.

(1) The Directors of the Company were elected as follows:

	VOTES
	FOR	AGAINST	ABSTAINED	BROKER NON-VOTES
Lord James Blyth	29,126,860	956,451	11,929	1,533,400
Frederic F. Brace	26,737,332	3,345,406	12,502	1,533,400
Linda Walker Bynoe	29,006,933	1,076,286	12,021	1,533,400
Robert J. Eck	29,903,588	179,540	12,112	1,533,400
Robert W. Grubbs	29,887,717	196,020	11,503	1,533,400
F. Philip Handy	29,110,473	972,546	12,221	1,533,400
Melvyn N. Klein	29,109,374	974,238	11,628	1,533,400
George Muñoz	29,662,129	421,063	12,048	1,533,400
Scott R. Peppet	30,011,760	71,273	12,207	1,533,400
Valarie L. Sheppard	29,811,369	274,599	9,272	1,533,400
Stuart M. Sloan	29,144,747	938,110	12,383	1,533,400
Samuel Zell	28,952,397	1,130,442	12,401	1,533,400

(2) An advisory proposal on the compensation of the Company’s named executive officers was approved by a vote of 29,227,241 shares “for” and 837,969 shares “against” with 30,030 shares abstaining. There were 1,533,400 broker non-votes.

(3) An advisory proposal on the frequency with which stockholders preferred to vote on the compensation of the Company’s named executive officers received 24,987,857 shares voted in favor of one year, 23,361 shares voted in favor of two years and 5,076,944 shares voted in favor of three years. There were 7,078 shares abstaining and 1,533,400 broker non-votes. The Company will hold another advisory vote on the compensation of its named executive officers next year in accordance with the frequency receiving the most votes.

(4) The Company’s 2017 Stock Incentive Plan was approved by a vote of 29,382,731 shares “for” and 682,492 shares “against” with 30,017 shares abstaining. There were 1,533,400 broker non-votes.

(5) The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year 2017 by a vote of 31,332,067 shares “for” and 292,785 shares “against” with 3,788 shares abstaining.

\

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
	Exhibit No.	Description
	10.1	Anixter International Inc. 2017 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 20, 2017).*
	10.2	Form of Anixter International Inc. 2017 Stock Incentive Plan Performance Unit Grant Agreement.*
	10.3	Form of Anixter International Inc. 2017 Stock Incentive Plan Restricted Stock Unit Grant Agreement.*
	10.4	Form of Anixter International Inc. 2017 Stock Incentive Plan Stock Unit Grant Agreement (for Directors).*
	10.5	Form of Anixter International Inc. 2017 Stock Incentive Plan Stock Option Agreement.*
	99.1	Press Release, dated May 30, 2017, issued by Anixter International Inc.

* Compensatory plan or arrangement.

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, thereunto duly authorized.

	ANIXTER INTERNATIONAL INC.
May 30, 2017	By: /s/ Theodore A. Dosch
	Theodore A. Dosch
	Executive Vice President - Finance
	and Chief Financial Officer

EX-10.2

Exhibit 10.2

THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
ANIXTER INTERNATIONAL INC. 2017 STOCK INCENTIVE PLAN20[__] PERFORMANCE UNIT GRANT AGREEMENT

This Grant is made as of the [Date] day of [Month], 20[__] (“Date of Grant”) by Anixter International Inc., a Delaware corporation (the “Company”), to [First Name] [Last Name] (“Participant”) pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the “Plan”).

Section 1. Grant of Stock Units. On the terms and conditions stated herein and the provisions of the Plan, the Company hereby grants to Participant _____ Performance Units (the “Units”).

Section 2. Vesting and Forfeiture. The Units are subject to a three-year performance period beginning on January 1, 20[__] and ending on December 31, 20[__] (the “Performance Period”). The Performance Period shall consist of three “Performance Cycles”: (a) the first calendar year of the Performance Period (the “First Performance Cycle”); (b) the first two years of the Performance Period (the “Second Performance Cycle”); and (c) the three-year Performance Period (the “Third Performance Cycle”).

(a)    Except as described in (b) and (c) below and in Section 6, the Units shall vest on the third anniversary of the date of grant if Participant remains in continuous employment with the Company or its affiliates through such third anniversary.

(b)    If prior to the third anniversary of the date of grant Participant’s employment with the Company and its affiliates terminates for any reason other than Cause, Participant will vest in one-third of the Units if the employment termination occurs on or after the first anniversary of the date of grant and prior to the second anniversary of the date of grant, or two-thirds of the Units if the employment termination occurs on or after the second anniversary of the date of grant and prior to the third anniversary of the date of grant. The Units that vest shall convert to shares of stock in accordance with Section 3 below. The Units that do not vest in accordance with this Section 2(b) shall be forfeited.

For purposes of this Section 2 “Cause” means (i) Participant’s willful and continued failure to substantially perform Participant’s employment duties in any material respect (other than such failure resulting from physical or mental incapacity), after a written demand for substantial performance is delivered to Participant that specifically identifies the manner in which the Company believes Participant has failed to perform his or her duties, and after Participant has failed to resume substantial performance of Participant’s duties on a continuous basis within 30 days of receiving such demand; (ii) the Committee’s determination, in good faith, that Participant has engaged, during the performance of his or her duties, in significant objective acts or omissions constituting willful misconduct or gross negligence relating to the business of the Company that are demonstrably and materially injurious to the Company or (iii) a plea of guilty or nolo contendere by Participant, or conviction of Participant, for a felony under federal or state law.

(c)    If prior to the third anniversary of the date of grant Participant’s employment with the Company and its affiliates is terminated for Cause, the Units and any distributions thereon shall be forfeited.

Section 3. Adjustment and Conversion of Units.

(a)    The number of Units subject to the Grant that vest in accordance with Section 2(a) above shall be adjusted by the Committee after the end of the Performance Period based on the level

[First Name] [Last Name]

20[__] Performance Unit Grant Agreement

of achievement of the previously established performance goal (the “Performance Goal”) for each Performance Cycle in the Performance Period, as described on Exhibit A attached hereto.

(b)    The number of Units subject to the Grant that vest in accordance with Section 2(b) above shall be adjusted by the Committee following the date of Participant’s termination of employment based on the level of achievement of the Performance Goal for the relevant Performance Cycle set forth in Section 2(b), as described on Exhibit A attached hereto. 

(c)    The number of Units adjusted pursuant to (a) or (b) above (rounded to the nearest whole number) shall convert to the same number of shares of stock on the date of such adjustment and shall be distributed to Participant no later than March 15 of the calendar year in which such adjustment occurs, or if later, 30 days following Participant’s termination of employment.

Section 4. Right of Recoupment. The Grant of the Units is expressly made subject to and conditioned on the “Right of Recoupment” provisions in the Plan.

Section 5. Prohibited Transfers. Any sale, hypothecation, encumbrance or other transfer of Units is prohibited unless the same shall have been consented to in advance in writing by the Company (which consent may be withheld in the sole discretion of the Company). Any attempted transfer of Units that does not have the consent of the Company shall be void and of no effect.

Section 6. Change in Control. Upon a Change in Control as defined in the Plan, the Units shall become immediately and fully vested. The Units shall be adjusted by the Committee as follows:

(a)    If the Change in Control occurs prior to the last day of the First Performance Cycle, no Units shall be adjusted.

(b)    If the Change in Control occurs on or after the last day of the First Performance Cycle and prior to the last day of the Second Performance Cycle, one-third of the Units shall be adjusted based on the level of achievement of the Performance Goal through the end of the First Performance Cycle, and the remaining Units shall not be adjusted.

(c)    If the Change in Control occurs on or after the last day of the Second Performance Cycle and prior to the last day of the Performance Period, (i) one third of the Units shall be adjusted based on the level of achievement of the Performance Goal through the end of the First Performance Cycle, (ii) one-third of the Units shall be adjusted based on the level of attainment of the Performance Goal through the end of the Second Performance Cycle, and the remaining Units shall not be adjusted.

(d)    The number of Units adjusted pursuant to (a), (b) or (c) above (rounded to the nearest whole number) shall convert to the same number of shares of stock on the date of such adjustment and shall be distributed to Participant no later than March 15 of the calendar year in which such adjustment occurs, or if later, 30 days following the Change in Control.

Section 7. Withholding Taxes. As a condition to the grant, vesting or conversion of the Units acquired hereunder, the Company shall withhold the number of whole Units required for the satisfaction of any minimum Federal, state or local withholding tax obligations that may arise in connection therewith. The Company in its sole discretion may permit withholding of additional whole Units in satisfaction of additional withholding taxes up to the maximum statutory rate.

[First Name] [Last Name]

20[__] Performance Unit Grant Agreement

Alternatively, the Company may permit Participant to make a cash payment (including via salary reduction) to satisfy the tax withholding obligation described above.

Section 8. Retention of Certificate and Any Distributions. The Treasurer or any Assistant Treasurer shall retain on behalf of Participant, until the Units are converted, all certificates and distributions pertaining to the Units, including dividend equivalents equal in value to the dividends that would have been paid had the Participant been the actual owner of the number of shares of stock converted pursuant to Section 3 or 6 above. Upon conversion and subject to the withholding of the number of Units sufficient for payment of withholding tax, the certificates and all distributions (with or without interest on any cash distributions, as determined from time to time by the Company in its sole discretion) shall be distributed to Participant. In its sole discretion, the Company may reflect the issuance of shares on a non-certificated basis via book-entry in the records of the Company’s transfer agent.

Section 9. Distributions on Participant’s Death. Any distribution made pursuant to Sections 3, 6 or 8 following Participant’s death shall be made to Participant’s executors or administrators or any person or persons who have acquired the right to receive such distributions by Participant’s bequest or inheritance.

Section 10.  Section 409A.  Notwithstanding the provisions of Section 8 above, if at the time of the Participant’s termination of employment for reasons other than death the Participant is a “key employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any distribution to the Participant pursuant to this Agreement that is subject to Section 409A of the Internal Revenue Code shall not be made until six months following the Participant’s termination of employment, or if earlier, the Participant’s subsequent death.

Section 11. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors, assigns and personal representatives.

Section 12. Specific Performance. In the event of a breach of this Agreement by any party hereto, any other party hereto shall be entitled to secure specific performance of this Agreement in any court of competent jurisdiction.

Section 13. Notices. All notices and other communications required or permitted hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a) if to the Company at:

2301 Patriot Boulevard

Glenview, Illinois 60026

Attn: General Counsel

or at such address as the Company will have furnished to Participant in writing, or (b) if to Participant at:

then current address in the records of the Company

or at such other address as Participant will have furnished to the Company in writing in accordance with this Section.

[First Name] [Last Name]

20[__] Performance Unit Grant Agreement

All notices and other communications to be given hereunder shall be given in writing. Except as otherwise specifically provided herein, all notices and other communications hereunder shall be deemed to have been given if personally delivered to the party being served, or two business days after mailing thereof by registered mail, return receipt requested, postage prepaid, to the requisite address set forth above (until notice of change thereof is served in the manner provided in this Section).

Section 14. No Right to Employment. Nothing in this Agreement or in the act of granting the Units to Participant shall give Participant any rights to continue to be employed by the Company.

Section 15. Plan Document Governs. The Plan provides a complete description of the terms and conditions governing the Grant. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, the Company has caused this Grant to be executed on its behalf by its officer duly authorized to act on behalf of the Company.

ANIXTER INTERNATIONAL INC.

a Delaware corporation

By:

Its:

EXHIBIT A

Anixter International Inc.
Performance Unit Grant Agreement

20[__] Performance Unit Goal

Performance Goal: The Company’s total shareholder return (“TSR”) relative to the TSR of the S&P MidCap 400® Index (“Relative TSR”).

After the end of the Performance Period (December 31, 20[__]), the number of Units subject to the Grant will be adjusted as follows:

(1) 1/3 of the Units will be adjusted based on the Company’s Relative TSR for the First Performance Cycle (January 1, 20[__]-December 31, 20[__]);

(2) 1/3 of the Units will be adjusted based on the Company’s Relative TSR for the Second Performance Cycle (January 1, 20[__]-December 31, 20[__]); and

(3) 1/3 of the Units will be adjusted based on the Company’s Relative TSR for the Third Performance Cycle (January 1, 20[__]-December 31, 20[__]).

The number of Units subject to each Performance Cycle will be multiplied by the Payout Percentage set forth below, and the aggregate number of adjusted Units will be converted to shares.

TSR Percentile Rank	Payout Percentage
75th Percentile and above	150%
50th Percentile and above, up to 75th Percentile	100%
25th Percentile and above, up to 50th Percentile	50%
Below 25th Percentile	0%

Performance between listed rankings will be adjusted on straight-line interpolation.

In the event of a termination of employment as described in Section 2(b) of the Agreement, Relative TSR will be determined for the relevant Performance Cycle (the First Performance Cycle in the case of a termination occurring on or after the first anniversary of the date of grant and prior to the second anniversary of the date of grant and the Second Performance Cycle in the case of a termination occurring on or after the second anniversary of the date of grant and prior to the third anniversary of the date of grant), and the Units subject to each such relevant Performance Cycle will be adjusted pursuant to the table above. The Units subject to a Performance Cycle not then ended or ended but prior to the immediately following anniversary of the date of grant will be forfeited.

In the event of a Change in Control as described in Section 6 of the Agreement, Relative TSR will be determined for each Performance Cycle ending on or prior to the date of the Change in Control, and the Units subject to each such Performance Cycle will be adjusted pursuant to the table above. The Units subject to an outstanding Performance Cycle will be paid but not adjusted.

EX-10.3

Exhibit 10.3

THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
ANIXTER INTERNATIONAL INC. 2017 STOCK INCENTIVE PLAN

20[__] RESTRICTED STOCK UNIT GRANT AGREEMENT

This Grant is made as of the [Date] day of [Month], [20__] (“Date of Grant”) by Anixter International Inc., a Delaware corporation (the “Company”), to [First Name] [Last Name] (“Participant”) pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the “Plan”).

Section 1. Grant of Stock Units. On the terms and conditions stated herein and the provisions of the Plan, the Company hereby grants to Participant _____ Stock Units (“Units”), convertible to shares of Common Stock of the Company on a one-for-one basis.

Section 2. Vesting, Conversion and Forfeiture. Except as described in Section 5, one-third of the Units shall vest on each anniversary of the Date of Grant beginning with the [Vest #] anniversary of the Date of Grant if Participant remains in continuous employment with the Company or its affiliates through the applicable vesting date. Vested Units shall convert to shares of Common Stock on the date they vest. The Units that do not vest in accordance with this Section 2 or Section 5 shall be forfeited.

Section 3. Right of Recoupment. The grant of the Units is expressly made subject to and conditioned on the “Right of Recoupment” provisions in the Plan.

Section 4. Prohibited Transfers. Any sale, hypothecation, encumbrance or other transfer of Units is prohibited unless the same shall have been consented to in advance in writing by the Company (which consent may be withheld in the sole discretion of the Company). Any attempted transfer of Units that does not have the consent of the Company shall be void and of no effect.

Section 5. Change in Control. Upon a Change in Control as defined in the Plan, the Units (to the extent not previously forfeited) shall become immediately and fully vested and shall convert to shares of Common Stock on the date of the Change in Control.

Section 6. Withholding Taxes. As a condition to the grant, vesting or conversion of the Units acquired hereunder, the Company shall withhold the number of whole Units required for the satisfaction of any minimum Federal, state or local withholding tax obligations that may arise in connection therewith.

Section 7. Retention of Certificate and Any Distributions. The Treasurer or any Assistant Treasurer shall retain on behalf of Participant, until the Units are converted, all certificates and distributions pertaining to the Units, including dividend equivalents equal in value to the dividends that would have been paid had the Participant been the actual owner of the number of shares of stock converted pursuant to Section 2 or 5 above. Upon conversion and subject to the withholding of the number of Units sufficient for payment of withholding tax, the certificates and all distributions (with or without interest on any cash distributions, as determined from time to time by the Company in its sole discretion) shall be distributed to Participant. In its sole discretion, the Company may reflect the issuance of shares on a non-certificated basis via book-entry in the records of the Company’s transfer agent.

Section 8. Distributions on Participant’s Death. Any distribution made pursuant to Sections 2, 5 or 7 following Participant’s death shall be made to Participant’s executors or administrators or any person or persons who have acquired the right to receive such distributions by Participant’s bequest or inheritance.

[First Name] [Last Name]

20[__] Restricted Stock Unit Grant Agreement

Section 9. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors, assigns and personal representatives.

Section 10. Specific Performance. In the event of a breach of this Agreement by any party hereto, any other party hereto shall be entitled to secure specific performance of this Agreement in any court of competent jurisdiction.

Section 11. Notices. All notices and other communications required or permitted hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a) if to Company at:

2301 Patriot Boulevard

Glenview, Illinois 60026

Attn: General Counsel

or at such address as Company will have furnished to Participant in writing, or (b) if to Participant at:

then current address in the records of Company.

or at such other address as Participant will have furnished to Company in writing in accordance with this Section.

All notices and other communications to be given hereunder shall be given in writing. Except as otherwise specifically provided herein, all notices and other communications hereunder shall be deemed to have been given if personally delivered to the party being served, or two business days after mailing thereof by registered mail, return receipt requested, postage prepaid, to the requisite address set forth above (until notice of change thereof is served in the manner provided in this Section).

Section 12. No Right to Employment. Nothing in this Agreement or in the act of granting the Units to Participant shall give Participant any rights to continue to be employed by Company.

Section 13. Plan Document Governs. The Plan provides a complete description of the terms and conditions governing the Grant. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, the Company has caused this Grant to be executed on its behalf by its officer duly authorized to act on behalf of the Company.

ANIXTER INTERNATIONAL INC.

a Delaware corporation

By:

Its:

EX-10.4

Exhibit 10.4

[Director Form]

THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
ANIXTER INTERNATIONAL INC. 2017 STOCK INCENTIVE PLAN
20[__] STOCK UNIT GRANT AGREEMENT

This Grant is made as of the [Date] day of [Month], 20[__] (“Date of Grant”) by Anixter International Inc., a Delaware corporation (the “Company”), to [First Name] [Last Name] (the “Director”) pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the “Plan”). In accordance with the Company’s current Director compensation program, $150,000 of the annual Board retainer ($325,000 of the Chairman’s annual retainer) is deferred into Stock Units under the Plan. In addition, the Director can elect, prior to the calendar year for which the Board services are performed, either (i) to defer all or a portion of the remainder of the annual Board retainer and, if applicable, all of the annual committee chair retainer and the Audit Committee member annual retainer, or (ii) to have such compensation paid in cash. The Director must also indicate in the election form the time at which the deferred Stock Units will be converted to shares of Common Stock and paid to the Director.

Board compensation is paid quarterly in advance of Board services to be rendered for the quarter, in Stock Units and/or cash as elected by the Director. The number of Stock Units is determined by dividing the amount of compensation due to the Director by the closing price of the Common Stock on the last trading day before the Grant date.

Pursuant to the above-named Director’s election, the following Stock Unit Grant is made with respect to the Director’s Board compensation for the ____ quarter of 20[__].

Section 1. Grant of Stock Units. On the terms and conditions stated herein, the Company hereby grants to the Director _____ fully vested Stock Units (the “Units”).

Section 2. Conversion of Units. The Units shall convert to shares of Common Stock and be distributed to the Director on the date previously elected by the Director.

Section 3. Prohibited Transfers. Any sale, hypothecation, encumbrance or other transfer of Units prior to the date the Units convert to shares of Common Stock is prohibited, unless the same shall have been consented to in advance in writing by the Company (which consent may be withheld in the sole discretion of the Company). Any attempted transfer that does not have the consent of the Company shall be void and of no effect.

Section 4. Change in Control. Upon a Change in Control as defined in the Plan, the Units shall convert to the same number of shares of Common Stock on the date of the Change in Control and be distributed to the Director no later than 30 days following the Change in Control. In the event the Common Stock is converted into other securities or cash, the Director shall receive such consideration in lieu of shares.

Section 5. Retention of Certificates and Any Distributions. The Treasurer or any Assistant Treasurer shall retain on behalf of the Director, until the Units are converted, all certificates and distributions pertaining to the Units, including dividend equivalents equal in value to the dividends that would have been paid had the Director been the actual owner of the number of shares of Common Stock converted pursuant to Section 2 or 4 above. Upon conversion, the certificates and all distributions (with or without interest on any cash distributions, as determined from time to time by the Company in its sole discretion) shall be distributed to the Director. In its sole discretion, the Company may reflect the issuance of shares on a non-certificated basis via book-entry in the records of the Company’s transfer agent.

[First Name] [Last Name]

20[__] Stock Unit Grant Agreement

Section 6. Distributions on the Director’s Death. Any distribution made pursuant to Sections 2, 4 or 5 following the Director’s death shall be made to the Director’s executors or administrators or any person or persons who have acquired the right to receive such distributions by the Director’s bequest or inheritance.

Section 7. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors, assigns and personal representatives.

Section 8. Specific Performance. In the event of a breach of this Agreement by any party hereto, any other party hereto shall be entitled to secure specific performance of this Agreement in any court of competent jurisdiction.

Section 9. Notices. All notices and other communications required or permitted hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a) if to Company at:

2301 Patriot Boulevard

Glenview, Illinois 60026

Attn: General Counsel

or at such address as Company will have furnished to the Director in writing, or (b) if to the Director at:

then current address in the records of Company

or at such other address as the Director will have furnished to Company in writing in accordance with this Section.

All notices and other communications to be given hereunder shall be given in writing. Except as otherwise specifically provided herein, all notices and other communications hereunder shall be deemed to have been given if personally delivered to the party being served, or two business days after mailing thereof by registered mail, return receipt requested, postage prepaid, to the requisite address set forth above (until notice of change thereof is served in the manner provided in this Section).

Section 10. Plan Document Governs. The Plan provides a complete description of the terms and conditions governing the Grant. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, the Company has caused this Grant to be executed on its behalf by its officer duly authorized to act on behalf of the Company.

ANIXTER INTERNATIONAL INC.

a Delaware corporation

By:

Its:

EX-10.5

Exhibit 10.5

THIS DOCUMENT CONSTITUTES PART OF A 
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933 ANIXTER INTERNATIONAL INC. 2017 STOCK INCENTIVE PLAN20[__] STOCK OPTION AGREEMENT

This Grant is made as of the [Date] day of [Month], 20[__] (“Date of Grant”) by Anixter International Inc., a Delaware corporation (the “Company”), to [First Name] [Last Name] (“Participant”) pursuant to the Anixter International Inc. 2017 Stock Incentive Plan (the “Plan”).

Section 1.Stock Option Grant. On the terms and conditions stated herein and the provisions of the Plan, the Company hereby grants to Participant an Option to purchase from the Company ______ shares of Common Stock, at the exercise price of $____ per share, and on the schedule described below. Unless terminated earlier pursuant to this Agreement, the Option shall expire on [Month] [Day], 20[__] (the “Expiration Date”).

Section 2.Vesting and Forfeiture.

(a)Except as set forth in (b) and (c) below and in Section 6, the Option shall become vested and exercisable for one third of the shares on [Month] [Day], 20[__], one third of the shares on [Month] [Day], 20[__] and one third of the shares on [Month] [Day], 20[__], in each case subject to and conditioned on Participant’s continued employment with the Company or its affiliates through the applicable vesting date.

(b)If Participant’s employment with the Company and all affiliates terminates for any reason, the unvested portion of the Option shall be forfeited as of the date of such employment termination, and the vested but unexercised portion of the Option shall continue to be exercisable as follows:

(i)    If Participant’s termination of employment is for any reason other than retirement, death or Cause, until the earlier of 90 days after the employment termination date or the Option’s Expiration Date; provided that if Participant dies before such date, the Option may be exercised until the earlier of 12 months after Participant’s death or the Option Expiration Date.

(ii)    If termination of employment is due to Participant’s retirement, until the earlier of 12 months after the date of retirement or the Option’s Expiration Date; provided that if Participant dies before such date, the Option may be exercised until the earlier of 15 months after the date of Participant’s retirement or the Option’s Expiration Date. For this purpose, “retirement” means Participant’s termination from employment with the Company and all affiliates for any reason other than Cause when Participant is 55 or older.

(iii)    If Participant’s termination of employment is due to Participant’s death, until the earlier of 12 months after Participant’s death or the Option’s Expiration Date.

(c)If termination of employment is for Cause, the vested and unvested portions of the Option shall terminate on the date of Participant’s termination of employment. For purposes of this Section 2, “Cause” means (i) Participant’s willful and continued failure to substantially perform Participant’s employment duties in any material respect (other than such failure resulting from physical or mental incapacity), after a written demand for substantial performance is delivered to Participant that specifically identifies the manner in which the Company believes Participant has failed to perform his or her duties, and after Participant has failed to resume substantial performance of Participant’s duties on a

[First Name] [Last Name]

20[__] Stock Option Agreement

continuous basis within 30 days of receiving such demand; (ii) the Committee’s determination, in good faith, that Participant has engaged, during the performance of his or her duties, in significant objective acts or omissions constituting willful misconduct or gross negligence relating to the business of the Company that are demonstrably and materially injurious to the Company or (iii) a plea of guilty or nolo contendere by Participant, or conviction of Participant, for a felony under federal or state law.

Section 3.Exercise of Option.

(a)Written notice of an election to exercise any portion of the vested Option shall be given by Participant, or Participant’s personal representative in the event of Participant’s death, in accordance with procedures established by the Committee as in effect at the time of such exercise.

(b)At the time of exercise of the Option, Participant must pay the purchase price for the shares of Common Stock with respect to which the Option is exercised. In addition, an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to delivery of any shares of Common Stock must also accompany the purchase price; provided that the Company may permit payment of additional amounts of withholding up to the maximum statutory rate. Payment of the purchase price and taxes can be made by one or more of the following methods: (i) in cash, (ii) in cash received from a broker-dealer to whom Participant has submitted an exercise notice and irrevocable instructions to deliver the amount to the Company from the proceeds of the sale of shares subject to the Option, (iii) by directing the Company to withhold such number of shares of Common Stock otherwise issuable in connection with the exercise of the Stock Option having an aggregate Fair Market Value equal to the amount of the purchase price and/or tax to be withheld, or (iv) by delivering previously acquired shares of Common Stock that have an aggregate Fair Market Value on the date of exercise equal to the amount of the purchase price and/or tax to be withheld.

Section 4.Option Not Transferable. The Option may be exercised only by Participant during his lifetime and may not be transferred other than by will or the applicable laws of descent or distribution. The Option shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Option, other than in accordance with its terms, shall be void and of no effect.

Section 5.Right of Recoupment. The Grant of the Option is expressly made subject to and conditioned on the “Right of Recoupment” provisions in the Plan.

Section 6.Change in Control. In the event of a Change in Control, as defined in the Plan, the Option shall become fully vested and exercisable immediately prior to the Change in Control.

Section 7.Administration. The Option shall be exercised in accordance with such administrative regulations as the Committee shall from time to time adopt.

Section 8.Delivery of Shares. Upon exercise of the Option and payment of the purchase price and tax withholding, certificates for shares of Common Stock shall be distributed to Participant. In its sole discretion, the Company may reflect the issuance of shares on a non-certificated basis via book-entry in the records of the Company’s transfer agent.

[First Name] [Last Name]

20[__] Stock Option Agreement

Section 9.Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors, assigns and personal representatives.

Section 10.Specific Performance. In the event of a breach of this Agreement by any party hereto, any other party hereto shall be entitled to secure specific performance of this Agreement in any court of competent jurisdiction.

Section 11.Notices. All notices and other communications required or permitted hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a) if to Company at:

2301 Patriot Boulevard

Glenview, Illinois 60026

Attn: General Counsel

or at such address as the Company will have furnished to Participant in writing, or (b) if to Participant at:

then current address in the records of the Company

or at such other address as Participant will have furnished to the Company in writing in accordance with this Section.

All notices and other communications to be given hereunder shall be given in writing. Except as otherwise specifically provided herein, all notices and other communications hereunder shall be deemed to have been given if personally delivered to the party being served, or two business days after mailing thereof by registered mail, return receipt requested, postage prepaid, to the requisite address set forth above (until notice of change thereof is served in the manner provided in this Section).

Section 12.No Right to Employment. Nothing in this Agreement or in the act of granting the Option to Participant shall give Participant any rights to continue to be employed by the Company.

Section 13.Plan Document Governs. The Plan provides a complete description of the terms and conditions governing the Grant. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, the Company has caused this Grant to be executed on its behalf by its officer duly authorized to act on behalf of the Company.

ANIXTER INTERNATIONAL INC.

a Delaware corporation

By:

Its: