UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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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) | |
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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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 | ||