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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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:
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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 5.02 | 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 | ||