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TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

AVNET, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

Table of Contents

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Table of Contents

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NOTICE OF 2019 ANNUAL MEETING OF
SHAREHOLDERS

DATE
Tuesday, November 19, 2019

TIME
7:30 am local time

PLACE
Avnet's Corporate Headquarters,
2211 South 47th Street
Phoenix, Arizona 85034

RECORD DATE
September 20, 2019

YOUR VOTE IS IMPORTANT

YOU CAN VOTE IN ONE OF FOUR WAYS

 

 

INTERNET

Visit the website noted on your proxycard to vote online.


 

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TELEPHONE

Use the toll-free telephone number on your proxy card to vote by telephone.


 

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MAIL

Sign, date, and return your proxy card in the enclosed envelope to vote by mail.


 

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IN PERSON

Cast your vote in person at the annual meeting.


 

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ITEMS OF BUSINESS

1.
To elect the eleven Director nominees named in the attached proxy statement to serve until the next annual meeting and until their successors have been elected and qualified.
2.
To conduct an advisory vote on executive compensation.
3.
To ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the consolidated financial statements of Avnet for the fiscal year ending June 27, 2020.
4.
To take action with respect to such other matters as may properly come before the Annual Meeting (including postponements and adjournments).

The Board of Directors has fixed the close of business on September 20, 2019 as the record date for the Annual Meeting. Only holders of record of shares of Avnet's common stock at the close of business on such date shall be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof

By Order of the Board of Directors

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Darrel S. Jackson
Corporate Secretary

September 30, 2019


Table of Contents

TABLE OF CONTENTS

Proxy Summary

  1

Proxy Statement

 
4

Proxy and Revocation of Proxy

  5

Broker Voting

  5

Meeting Attendance

  6

Quorum

  6

Required Vote and Board Recommendations

  6

Proposal 1 — Election of Directors

 
7

Nominees

  8

Corporate Governance

 
15

Corporate Governance Guidelines

  15

Director Independence

  15

Board Leadership Structure

  15

Executive Sessions

  16

Director Nominations

  16

Management Succession

  17

The Board's Role in Risk Oversight

  17

Compensation Committee Interlocks and Insider Participation

  17

Code of Conduct

  18

Policy Against Pledging and Hedging Economic Risk of Owning the Company's Securities

  18

Reporting of Ethical Concerns

  18

Stock Ownership Guidelines

  18

The Company's Website

  19

Director Communications

  19

Corporate Environmental, Social and Governance (ESG) Responsibility

  20

The Board of Directors and its Committees

 
22

Audit Committee

  23

Compensation Committee

  23

Corporate Governance Committee

  24

Executive Committee

  24

Director Compensation

 
25

Process for Reviewing Non-Employee Director Compensation

  26

Deferred Compensation Plan

  27

D&O Insurance

  27

Executive Officers of the Company

 
28

Security Ownership of Certain Beneficial Owners and Management

 
30

Table of Contents

Section 16(a) Reports

  32

Related Person Transactions

 
33

Proposal 2 — Advisory Vote on Named Executive Officer Compensation

 
34

Compensation Discussion and Analysis

 
35

Executive Summary

  35

Compensation Governance and Process

  38

Overview of Pay Programs

  41

Elements of Executive Compensation

  44

Additional Practices, Policies and Guidelines

  52

Compensation Committee Report

 
54

Compensation of Executive Officers

 
55

Summary Compensation Table

  55

Equity Compensation Plan Information

  56

Grants of Plan-Based Awards

  57

Outstanding Equity Awards at Fiscal Year-End

  58

Option Exercises and Stock Vested

  59

Pension Benefits

  59

Nonqualified Deferred Compensation

  61

Potential Payouts Upon Termination and Change of Control

  61

CEO Pay Ratio

 
65

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

 
66

Principal Accounting Firm Fees

 
67

Audit Committee Report

 
68

Shareholder Proposals and Nominations

 
69

Delivery of Documents to Shareholders with Same Last Name and Address

 
70

General

 
71

Appendix A — Reconciliation of Non-GAAP Measures

 
72

Table of Contents

2019 ANNUAL
PROXY STATEMENT

PROXY STATEMENT SUMMARY

This summary highlights selected information in this Proxy Statement. Please review the entire document before voting.

ANNUAL MEETING OF SHAREHOLDERS


 

 

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  DATE   TIME   PLACE   RECORD DATE
  November 19, 2019   7:30 am local time   Avnet's Headquarters,
2211 South 47th Street
Phoenix, Arizona 85034


 
September 20, 2019
       

PROPOSALS AND BOARD RECOMMENDATIONS

Proposals
  Board
Recommendation

  Page
Reference


 1

 

Election of Directors

 

FOR

 

7
             

 2

 

Advisory vote on executive compensation

 

FOR

 

34
             

 3

 

Ratification of independent registered public accounting firm

 

FOR

 

66

HOW TO VOTE


 

 

INTERNET

Visit the website noted on your proxycard to vote online.


 

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MAIL

Sign, date, and return your proxy card in the enclosed envelope to vote by mail.


 

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TELEPHONE

Use the toll-free telephone number on your proxy card to vote by telephone.


 

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IN PERSON

Cast your vote in person at the annual meeting.


 

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2019 ANNUAL
PROXY STATEMENT

 

Proxy Summary

SNAPSHOT OF 2019 DIRECTOR NOMINEES

                    Avnet Committees
        Age   Director
Since
  Independent   A       C       CG
  Rodney C. Adkins
Chairman of the Board of Avnet, Inc,
President, 3RAM Group LLC
    61   2015   YES       ·     ·
       
  William J. Amelio
Chief Executive Officer, Avnet, Inc.
    61   2014            
       
  Carlo Bozotti
Industrial Partner of FSI
    66   New
Nominee
  YES          
       
  Michael A. Bradley
Former Chief Executive Officer of Teradyne, Inc.
    70   2012   YES   o         ·
       
  Brenda L. Freeman
Founder of Joyeux Marketing Group
    55   2018   YES   ·         ·
       
  Jo Ann Jenkins
Chief Executive Officer of AARP
    61   2018   YES   ·         ·
       
  Oleg Khaykin
President and Chief Executive Officer of Viavi Solutions, Inc.
    54   2018   YES   ·         ·
       
  James A. Lawrence
Chairman of Lake Harriet Capital, LLC
    66   2011   YES       o     ·
       
  Avid Modjtabai
Senior Executive Vice President, Payments, Virtual
Solutions and Innovation Group, Wells Fargo
    57   2014   YES       ·     o
       
  Adalio T. Sanchez
President of S Group Advisory LLC
    60   New Nominee   YES          
       
  William H. Schumann, III
Former Executive Vice President and Chief Financial
Officer, FMC Technologies, Inc.
    69   2010   YES   ·         ·
       

 

    

  o Chair   A: Audit   C: Compensation

  · Member   CG: Corporate Governance

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2019 ANNUAL
PROXY STATEMENT

 

Proxy Summary

FINANCIAL HIGHLIGHTS FOR FISCAL 2019

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CORPORATE GOVERNANCE HIGHLIGHTS

Our governance highlights include:


  

 

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Diverse Independent Board

 

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Incentive Compensation Recoupment Policy

 

 

 

 

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Annual Election of Directors

 

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Risk Oversight by Board and Committees

 

 

 

 

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Regular Executive Sessions of Independent Directors

 

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Majority Voting for Directors

 

 

 

 

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Prohibitions on Hedging and Pledging

 

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No Supermajority Voting Provisions

 

 

 

 

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Separate Chair and CEO roles

 

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Stock Ownership Guidelines for Executives and Directors

 

 

 

 

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Independent Chair

 

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No Poison Pill

 

 

 

 

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Regular Succession Planning for CEO and executive and Board levels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPENSATION PROGRAM FOR FISCAL 2019

Below are the primary components of the fiscal 2019 executive compensation program:

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2019 ANNUAL
PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

 

 

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  DATE   TIME   PLACE   RECORD DATE
    November 19, 2019   7:30 am local time   Avnet's Headquarters,
2211 South 47th Street
Phoenix, Arizona 85034


 
September 20, 2019
       

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Avnet, Inc. ("Avnet" or the "Company") to be voted at the annual meeting of shareholders to be held at the Company's Corporate Headquarters, 2211 South 47th Street, Phoenix, Arizona 85034, on November 19, 2019, and at any and all postponements or adjournments thereof (the "Annual Meeting"), with respect to the matters referred to in the accompanying notice. The approximate date on which this Proxy Statement and the enclosed form of proxy are first being sent or given to shareholders is September 30, 2019. Only holders of record of outstanding shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), at the close of business on September 20, 2019, the record date, are entitled to notice of and to vote at the Annual Meeting. Each shareholder is entitled to one vote per share held on the record date. The aggregate number of shares of Common Stock outstanding (net of treasury shares) at September 20, 2019, was 101,929,710, comprising all of the Company's capital stock outstanding as of that date.

At the Annual Meeting you will be asked to elect the eleven Director nominees named in the Proxy Statement, conduct an advisory vote on executive compensation, and ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending June 27, 2020.

The cost of soliciting proxies relating to the Annual Meeting will be borne by the Company. Directors, officers and employees of the Company may, without additional compensation, solicit proxies by mail, telephone, email or personal interview. The Company has not engaged an independent proxy solicitor in regards to the Annual Meeting. An independent inspector of election will be engaged to tabulate shareholder votes.

The Company is furnishing proxy materials to its shareholders primarily via the Internet. On or about September 30, 2019, the Company mailed to its shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Company's proxy materials, including the 2019 Proxy Statement and the 2019 Annual Report, and how to vote through the Internet, by phone, by mail or in person. On or about September 30, 2019, certain shareholders, in accordance with their prior requests, were sent e-mail notifications of how to access the proxy materials and to vote or have been mailed paper copies of the Company's proxy materials and a proxy card or voting form.

Internet distribution of the Company's proxy materials is designed to expedite receipt by shareholders, lower the cost of the Annual Meeting and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive the Company's proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

The Company will request banks, brokerage houses and other institutions, nominees and fiduciaries to forward the proxy materials to the beneficial owners of Common Stock and to obtain authorization for the execution of

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2019 ANNUAL
PROXY STATEMENT

 

Proxy Statement

proxies. The Company will, upon request, reimburse banks, brokerage houses and other institutions, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to the beneficial owners.

PROXY AND REVOCATION OF PROXY

Proxies may be submitted by completing and mailing the proxy card or by submitting your proxy voting instructions by telephone or through the Internet. Shareholders who hold their shares through a broker, bank or other nominee should contact their nominee to determine whether they may submit their proxy by telephone or Internet. Common Stock represented by a proxy properly signed or submitted and received at or prior to the Annual Meeting will be voted in accordance with the shareholder's instructions. If a proxy card is signed, dated and returned without indicating any voting instructions, the Common Stock represented by the proxy will be voted as the Board recommends. The Board of Directors is not currently aware of any business to be acted upon at the Annual Meeting other than as described in this Proxy Statement. If, however, other matters are properly brought before the Annual Meeting, the persons appointed as proxies will have discretion to vote according to their best judgment, unless otherwise indicated on any particular proxy. The persons appointed as proxies will have discretion to vote on adjournment of the Annual Meeting. Proxies will extend to, and be voted at, any adjournment or postponement of the Annual Meeting to the extent permitted under the Business Corporation Law of the State of New York and the Company's By-laws.

Any shareholder who signs and returns the enclosed proxy, or properly votes by telephone or Internet, may revoke it by submitting a written notice of revocation or a later dated proxy that is received by the Company prior to the Annual Meeting or by voting in person at the Annual Meeting. However, a proxy will not be revoked by simply attending the Annual Meeting and not voting. All written notices of revocation and other communications with respect to revocation by shareholders should be addressed as follows: Darrel Jackson, Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034. To revoke a proxy previously submitted by telephone or Internet, a shareholder of record can simply vote again at a later date, using the same procedures, in which case the later submitted vote will be recorded and the earlier vote will thereby be revoked. Please note that any shareholder whose shares are held of record by a broker, bank or other nominee, and who provides voting instructions on a form received from the nominee, may revoke or change his or her voting instructions only by contacting the nominee who holds his or her shares. Such shareholders may not vote in person at the Annual Meeting unless the shareholder obtains a legal proxy from the broker, bank or other nominee.

BROKER VOTING

Brokers holding shares of record for a shareholder have the discretionary authority to vote on certain limited matters if they do not receive timely instructions from the shareholder regarding how the shareholder wants the shares voted. There are also some matters ("non-routine matters") with respect to which brokers do not have discretionary authority to vote if they do not receive timely instructions from the shareholder. When a broker does not have discretion to vote on a particular matter and the shareholder has not given timely instructions on how the broker should vote, then what is referred to as a "broker non-vote" results. Any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, but would be treated as not entitled to vote with respect to non-routine matters. Therefore, a broker non-vote would not count as a vote in favor of or against such matters and, accordingly, would not affect the outcome of the vote.

The election of Directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2) are classified as non-routine matters. Accordingly, brokers, banks and other nominees will not be permitted to vote on any proposal other than the ratification of the appointment of the independent registered public accounting firm (Proposal 3) without instructions from the beneficial owners. As a result, the Company encourages all beneficial owners to provide voting instructions to your nominees to ensure that your shares are voted at the Annual Meeting.

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2019 ANNUAL
PROXY STATEMENT

 

Proxy Statement

MEETING ATTENDANCE

Admission to the Annual Meeting will be limited to shareholders. You are entitled to attend the Annual Meeting only if you are a shareholder of record as of the record date or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of the Company's Common Stock on the record date. This can be a brokerage statement or letter from a bank or broker indicating ownership on the record date, the Notice of Internet Availability of Proxy Materials, a proxy card, or legal proxy or voting instruction card provided by your broker, bank or nominee. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxyholders may also be asked to present a form of photo identification such as a driver's license or passport. Backpacks, cameras, cell phones with cameras, recording equipment and other electronic recording devices will not be permitted at the Annual Meeting. Failure to follow the meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting.

QUORUM

The presence at the Annual Meeting, in person or by proxy, of the shareholders of record entitled to cast at least a majority of the votes that all shareholders are entitled to cast is necessary to constitute a quorum. Each vote represented at the Annual Meeting in person or by proxy will be counted toward a quorum. If a quorum should not be present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.

REQUIRED VOTE AND BOARD RECOMMENDATIONS

Proposals
  Voting Standard
  Board
Recommendation

  Page
Reference


 1

 

Election of Directors

 

Majority of votes
cast


 

FOR

 

7
                 

 2

 

Advisory vote on executive
compensation


 

Majority of votes
cast


 

FOR

 

34
                 

 3

 

Ratification of independent
registered public accounting firm


 

Majority of votes
cast


 

FOR

 

66

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2019 ANNUAL
PROXY STATEMENT

 

PROPOSAL 1: ELECTION OF DIRECTORS
  RECOMMENDATION OF THE BOARD  
  GRAPHIC The Board recommends that shareholders vote FOR all eleven nominees listed below.

DESCRIPTION OF PROPOSAL

Rodney C. Adkins, William J. Amelio, Carlo Bozotti, Michael A. Bradley, Brenda L. Freeman, Jo Ann Jenkins, Oleg Khaykin, James A. Lawrence, Avid Modjtabai, Adalio T. Sanchez and William H. Schumann III have been nominated for election as Directors at the Annual Meeting, to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. After serving on the Company's Board of Directors for 8 years, R. Kerry Clark notified the Board of his decision not to stand for re-election for personal reasons.

Except for Messrs. Bozotti and Sanchez, all the nominees are presently serving as Directors of the Board. The Corporate Governance Committee recommended all the nominees for election or re-election, as applicable. Each nominee has consented to being named herein and to serving if elected.

In the unanticipated event that any nominee should become unavailable for election, either: (1) the persons named as proxies in the enclosed proxy card will have discretionary authority to vote for a substitute nominee or vote for the remaining nominees and leave a vacancy on the Board of Directors, whereby such vacancy may be filled by a majority vote of the Directors then in office or by the shareholders at a meeting, or (2) the Board may reduce the size of the Board and the number of nominees to eliminate the vacancy.

REQUIRED VOTE

In order to be elected, provided a quorum is present, each nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election. A majority of the votes cast means that the number of shares voted "for" a Director nominee must exceed the number of shares voted "against" that Director nominee. Abstentions are not counted in determining the votes cast, and therefore will have no effect on the outcome.

Brokers who hold shares of Common Stock as nominees will not have discretionary authority to vote such shares for a Director nominee.

If an incumbent nominee is not elected by the requisite vote, he or she must tender his or her resignation, and the Board, excluding such individual, will, within 90 days of the election, decide whether to accept such resignation and will disclose and explain its decision.

PROXY

Unless otherwise directed by the shareholder, it is the intention of the persons named as proxies in the enclosed proxy card to vote each properly signed and returned proxy card FOR the election of all eleven nominees listed below.

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2019 ANNUAL
PROXY STATEMENT

 

Proposal 1: Election of Directors

NOMINEES

The following table sets forth the names of and biographical information regarding each of the nominees, including their age as of September 1, 2019, principal occupation, the year they each first became a Director and the experience, qualifications, attributes and skills that have led the Board to conclude that these nominees should serve as Directors of the Company.

     

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Director Since: 2015

Board Chair Since: 2018

Age: 61

Independent

Current Committee Memberships:

Compensation Committee

Corporate Governance Committee



RODNEY C. ADKINS

Recent Business Experience:

Mr. Adkins has served as the Company's Chair of the Board since November 2018. He serves as the President of 3RAM Group LLC, a privately held company specializing in capital investments, business consulting services and property management. Mr. Adkins formerly served as Senior Vice President of IBM from 2007 until 2014. In his 33-year career with IBM, Mr. Adkins held a number of development and management roles, including Senior Vice President of Corporate Strategy from 2013 to 2014 and Senior Vice President of Systems and Technology Group from 2009 to 2013. Mr. Adkins currently serves on the board of directors of United Parcel Service, Inc. (NYSE: UPS); W.W. Grainger, Inc. (NYSE: GWW) and PayPal Holdings, Inc. (Nasdaq: PYPL). From 2007 to 2013, he served on the board of directors of Pitney Bowes Inc. (NYSE: PBI) and from 2014 to 2019, he served on board of directors of PPL Corporation (NYSE: PPL).

Reasons for Nomination:

The Board benefits from Mr. Adkins' global business experience in the technology industry, including emerging technologies and services, international and emerging markets, and supply chain management. In addition, the Board believes he provides additional experience in the areas of corporate governance and strategy development.

   

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2019 ANNUAL
PROXY STATEMENT

 

Proposal 1: Election of Directors


     

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Director Since: 2014

Age: 61



WILLIAM J. AMELIO

Recent Business Experience:

Mr. Amelio has served as the Chief Executive Officer of the Company since July 2016 and as a director since 2014. From 2010 to 2015, he had served as the President, Chief Executive Officer and as a director of CHC Group Ltd., a global helicopter services provider. In May 2016, CHC Group filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. From 2005 to 2009, Mr. Amelio served as the President and Chief Executive Officer of Lenovo Group Limited (HKSE: 992) (ADR: LNVGY). From 2001 to 2005, he was regional Senior Vice President and President, Asia-Pacific and Japan for Dell, Inc. Mr. Amelio currently serves on the board of directors of S&P Global (NYSE: SPGI), and had previously served on the board of directors of National Semiconductor from 2010 to 2011, prior to its acquisition by Texas Instruments. Through the Amelio Foundation, Mr. Amelio and his wife founded Caring for Cambodia, a non-profit organization that aims to educate the children of Cambodia through building schools, training teachers and providing for basic human needs.

Reasons for Nomination:

The Board benefits from Mr. Amelio's extensive experience in international business operations, corporate leadership and management. The Board also benefits from his broad knowledge of the technology industry globally.

   

 

     

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New Candidate

Age: 66

Independent



CARLO BOZOTTI

Recent Business Experience:

Mr. Bozotti has been an Industrial Partner of FSI since June 2018. FSI is an independent private equity firm based in Milan, Italy that is currently managing the fund FSI I, one of the largest European country-focused private equity funds. He served as the President and Chief Executive Officer and Sole Member of the Management Board of STMicroelectronics NV (ENXTPA: STM), a global semiconductor company, from 2005 until his retirement in May 2018. Prior to that, he had served in various roles with STMicroelectronics since 1977, including senior executive officer and global general management roles. From 2008 to 2010, Mr. Bozotti also served as Chairman of Numonyx, a memory products joint venture between Intel and STMicroelectronics. He had been a member of the European Round Table of Industrialists, an advocacy group in the European Union consisting of approximately 50 European industrial leaders, from 2005 to 2018. Currently, he serves as a member of the Supervisory Board of BE Semiconductor Industries NV, known as Besi (AMS: BESI), a leading supplier of assembly equipment for global semiconductor and electronics industries.

Reasons for Nomination:

The Board benefits from Mr. Bozotti's extensive experience in the semiconductor industry as well as his strong experience in technology and innovation, global business, corporate leadership and management, sales and marketing, and risk oversight.

   

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2019 ANNUAL
PROXY STATEMENT

 

Proposal 1: Election of Directors


     

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Director Since: 2012

Age: 70

Independent

Current Committee Memberships:

Audit Committee (Chair)

Corporate Governance Committee



MICHAEL A. BRADLEY

Recent Business Experience:

Mr. Bradley served as Chief Executive Officer of Teradyne, Inc. (NYSE: TER) from 2004 until 2014 and has served as a director since 2004. Previously, he served in various positions at Teradyne: President from 2003 to 2013, President of the Semiconductor Test Division from 2001 to 2003 and Chief Financial Officer from 1999 to 2001. Mr. Bradley has served as a director of Entegris, Inc. (Nasdaq: ENTG) and its predecessor company, Mykrolis Corporation, since 2001.

Reasons for Nomination:

The Board benefits from Mr. Bradley's extensive experience in the semiconductor industry and from his experience in running a global technology operation. The Board believes he provides additional perspective in the areas of corporate governance and financial reporting.

   

 

     

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Director Since: 2018

Age: 55

Independent

Current Committee Memberships:

Audit Committee

Corporate Governance Committee



BRENDA L. FREEMAN

Recent Business Experience:

Ms. Freeman is the founder of the Joyeux Marketing Group consulting practice. She is a veteran marketing executive and digital disruptor advising early-stage start-ups and Fortune 500 companies. She served as Chief Marketing Officer of Magic Leap, Inc., a private company focused on virtual retinal displays, from 2016 to 2018. Prior to that, she served as Chief Marketing Officer at the National Geographic Channel from 2015 to 2016; Vice President, Television Marketing at DreamWorks Animation SKG Inc. from 2014 to 2015; Chief Marketing Officer, Turner Animation, Young Adults and Kids Media at Turner Broadcasting Systems, Inc. from 2008 to 2014; and Senior Vice President, Integrated Marketing and Partnerships, Nickelodeon at MTV Networks Company from 2005 to 2008. She has also served in other leadership roles for MTV Networks Company, VH1, ABC Radio Networks, and PepsiCo, Inc. (Nasdaq: PEP). Ms. Freeman has served on the board of directors at Caleres, Inc. (NYSE: CAL) since April 2017 and Herman Miller, Inc. (Nasdaq: MLHR) since 2016. From 2012 to 2013, she had served on the board of directors of Under Armour, Inc. (NYSE: UA).

Reasons for Nomination:

The Board benefits from Ms. Freeman's experience in corporate leadership, serving on other boards and her strong background in marketing, technology, digital commerce and digital transformation.

   

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Director Since: 2018

Age: 61

Independent

Current Committee Memberships:

Audit Committee

Corporate Governance Committee



JO ANN JENKINS

Recent Business Experience:

Ms. Jenkins has served as the Chief Executive Officer of AARP, the nation's largest nonprofit, nonpartisan organization dedicated to empowering people 50 and older to choose how they live and age, since 2014. Previously, she served as the Executive Vice President and Chief Operating Officer of AARP from 2013 to 2014 and President of the AARP Foundation from 2010 to 2013. Prior to that, Ms. Jenkins held various positions at the Library of Congress from 1994 to 2010, including Chief Operating Officer from 2007 to 2010.

Reasons for Nomination:

The Board benefits from Ms. Jenkins's experience in corporate leadership and management, government affairs and community relations, and innovation and strategic transformation, including development and implementation of diversity strategies.

   

 

     

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Director Since: 2018

Age: 54

Independent

Current Committee Memberships:

Audit Committee

Corporate Governance Committee



OLEG KHAYKIN

Recent Business Experience:

Mr. Khaykin has served as the President and Chief Executive Officer and member of the board of directors of Viavi Solutions Inc. (Nasdaq: VIAV), a provider of network and service enablement solutions, since February 2016. From 2015 to 2016, he served as a Senior Advisor at Silver Lake Partners. Prior to that, Mr. Khaykin served as President and Chief Executive Officer and a member of the board of directors of International Rectifier, a maker of power semiconductors, from 2008 until its acquisition by Infineon AG in 2015. From 2003 to 2008, he served as Chief Operating Officer of Amkor Technology,  Inc. (Nasdaq: AMKR), and from 1999 to 2003 as Vice President of Strategy & Business Development at Conexant Systems, Inc. (Nasdaq: CNXT) and Mindspeed Technologies, Inc. (Nasdaq: MSPD). Since 2016, Mr. Khaykin has served on the board of directors of Marvell Technology Group (Nasdaq: MRVL), and previously served on the board of directors of Newport Corporation from 2010 until its acquisition by MKS Instruments in 2016.

Reasons for Nomination:

The Board benefits from Mr. Khaykin's significant corporate leadership and management experience and extensive experience in the semiconductor industry. His experience with technology companies, and as both a prior customer and supplier to the Company, brings valuable insights to the Board, including in regards to the Company's transformation.

   

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Director Since: 2011

Age: 66

Independent

Current Committee Memberships:

Compensation Committee (Chair)

Corporate Governance Committee



JAMES A. LAWRENCE

Recent Business Experience:

Mr. Lawrence serves as the Chairman of Lake Harriet Capital, LLC. He previously served as Chairman of Great North Star LLC from 2015 to 2017, Chairman of Rothschild North America from 2012 to 2015, and Chief Executive Officer of Rothschild North America and as co-head of global investment banking from 2010 to 2012. Prior to that, he served as Chief Financial Officer of Unilever PLC (LON: ULVR) from 2007 to 2009, Vice Chairman and Chief Financial Officer of General Mills, Inc. (NYSE: GIS) from 1998 to 2007, Executive Vice President and Chief Financial Officer of Northwest Airlines (Nasdaq: NWAC) from 1996 to 1998, and Chief Executive Officer of Pepsi-Cola Asia Middle East Africa Group from 1992 to 1996. Mr. Lawrence has served on the board of directors of International Airlines Group since 2010, Smurfit Kappa, Dublin (LON: SKG) since 2015 and AerCap Holdings, N.V. (NYSE: AER) since 2017.

Reasons for Nomination:

The Board benefits from Mr. Lawrence's breadth of global business experience, including strategy development and compliance. Additionally, as a former Chief Financial Officer for multiple public companies, Mr. Lawrence has extensive experience in finance and accounting, particularly as it applies to public companies such as the Company.

   

 

     

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Director Since: 2014

Age: 57

Independent

Current Committee Memberships:

Compensation Committee

Corporate Governance Committee (Chair)



AVID MODJTABAI

Recent Business Experience:

Ms. Modjtabai serves as the Senior Executive Vice President and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo (NYSE: WFC). Prior to that, she served in various leadership roles at Wells Fargo, including Group head for Wells Fargo Consumer Lending from 2011 to 2016, Chief Information Officer and head of Technology and Operations Group from 2008 to 2011, Chief Information Officer and head of technology from 2007 to 2008, and Director of Human Resources from 2005 to 2007.

Reasons for Nomination:

The Board benefits from Ms. Modjtabai's extensive experience in operations and strategy development. The Board also benefits from her experience in the areas of financial services and change management.

   

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New Candidate

Age: 60

Independent



ADALIO T. SANCHEZ

Recent Business Experience:

Mr. Sanchez is President of S Group Advisory LLC, a management consulting firm providing advisory services on business strategy, technology, and operational excellence. Since 2015, he also serves on the board of directors of ACI Worldwide Inc. (NASDAQ: ACIW), a software company serving the electronics payments market; and since 2018, serves on the board of the MITRE Corporation, a firm that manages federally funded research and development centers supporting several U.S. government agencies. Mr. Sanchez previously served on the board of Quantum Corporation (NYSE: QTM), a computer storage solutions company, from May 2017 to April 2019, and served as interim CEO from November 2017 to January 2018. From 2014 to 2015, Mr. Sanchez served as Senior Vice President of the Lenovo Group Limited (HK: 0992), an international technology company. Prior to that, he spent 32 years at IBM Corporation (NYSE: IBM), a global technology and innovation company, from 1982 to 2014, where he served in various capacities including sixteen years in senior executive and global general management roles.

Reasons for Nomination:

The Board benefits from Mr. Sanchez's significant experience in corporate leadership and management, global business, technology and innovation and his extensive semiconductor expertise.

   

 

     

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Director Since: 2010

Age: 69

Independent

Current Committee Memberships:

Audit Committee

Corporate Governance Committee



WILLIAM H. SCHUMANN, III

Recent Business Experience:

Mr. Schumann has served on the Company's Board since February 2010 and served as Chair of the Board from November 2012 to November 2018. He served as Executive Vice President of FMC Technologies from 2007 until he retired in 2012, and as Chief Financial Officer from 2001 to 2011. Mr. Schumann also serves on the board of directors of McDermott International Inc. (NYSE: MDR) since 2012. He previously served on the boards of Great Lakes Advisors, Inc. from 1993 to 2011, AMCOL International from 2012 to 2014, URS Corporation from 2014 through its acquisition by AECOM in 2014 and Andeavor Corporation (previously Tesoro) from 2016 through its acquisition by Marathon in 2018. Mr. Schumann also serves on the board of the History Center of Lake Forest Lake Bluff.

Reasons for Nomination:

The Board benefits from Mr. Schumann's experience on other boards and his financial and management expertise, including his extensive expertise in financial and strategic planning, financial reporting, compliance and risk management.

   

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As described above, each Director nominee brings a diversity of skills and experiences to the Board. A summary of each nominee's qualifications and experiences is set forth in the matrix below. As the matrix is a summary, it does not include all the skills, experiences, qualifications and diversity that each nominee offers, and the fact that a particular experience, skill or qualification is not listed does not mean that a nominee does not possess it.

Qualifications/Skills:
Adkins
Amelio
Bozotti
Bradley
Freeman
Jenkins
Khaykin
Lawrence
Modjtabai
Sanchez
Schumann
CEO Experience · · · · · · · ·
Senior Leadership Experience · · · · · · · · · · ·
Global Business Experience · · · · · · · · · · ·
Distribution Experience · · · · · · · · · · ·
Semiconductor Experience · · · · · · ·
Innovation/Digital/ Technology Experience · · · · · · · · · · ·
Sales/Marketing Experience · · · · · · · · · · ·
Legal and Regulatory Oversight Experience · · · · · · · ·
Risk Oversight/ Compliance Experience · · · · · · · · · ·
Strategy and M&A Experience · · · · · · · · · · ·
Environmental, Social & Governance Experience · · · · · · · · · · ·

As of September 1, 2019, the average tenure of the Company's current Directors was approximately 4.8 years, with three having a tenure of less than two years, one having a tenure of four years and six having a tenure of between five and ten years. In addition, 30% of the Company's current Directors are women and 40% are ethnically diverse.

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CORPORATE GOVERNANCE

The Board of Directors believes that good corporate governance practices provide an important framework that promotes long-term value, strength and stability for shareholders. The Company's governance highlights include:

Our governance highlights include:


  

 

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Diverse Independent Board

 

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Incentive Compensation Recoupment Policy

 

 

 

 

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Annual Election of Directors

 

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Risk Oversight by Board and Committees

 

 

 

 

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Regular Executive Sessions of Independent Directors

 

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Majority Voting for Directors

 

 

 

 

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Prohibitions on Hedging and Pledging

 

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No Supermajority Voting Provisions

 

 

 

 

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Separate Chair and CEO roles

 

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Stock Ownership Guidelines for Executives and Directors

 

 

 

 

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Independent Chair

 

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No Poison Pill

 

 

 

 

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Regular Succession Planning for CEO and executive and Board levels

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CORPORATE GOVERNANCE GUIDELINES

The Corporate Governance Guidelines (the "Guidelines") collect in one document many of the corporate governance practices and procedures that have evolved at the Company over the years. Among other things, the Guidelines address the duties of the Board of Directors, director qualifications and selection process, director compensation, Board operations, management succession, Board committee matters, and director orientation and continuing education. The Guidelines also provide for annual self-evaluations by the Board and its committees. The Board reviews the Guidelines on an annual basis. The Guidelines are available on the Company's website at www.ir.avnet.com/documents-charters.

As a general policy, as set forth in the Guidelines, the Board recommends certain limits as to the service of Directors on other boards of public companies. These limits are as follows: (1) Directors who are actively employed on a full-time basis may serve on up to two additional public boards; (2) an independent Chair of the Board, if not actively employed on a full-time basis, may serve on up to three additional public boards; and (3) Directors who are retired from active full-time employment may serve on up to four additional public boards.

DIRECTOR INDEPENDENCE

The Board of Directors believes that a substantial majority of its members should be independent directors. The Board has determined that the following Directors are independent under the independence standards adopted by the Board (provided in Appendix A to the Guidelines), and under the independence requirements of the Nasdaq listing standards: Rodney C. Adkins, Michael A. Bradley, R. Kerry Clark, Brenda L. Freeman, Jo Ann Jenkins, Oleg Khaykin, James A. Lawrence, Avid Modjtabai and William H. Schumann, III (collectively, the "Independent Directors").

BOARD LEADERSHIP STRUCTURE

Pursuant to the Guidelines, the Board of Directors has the flexibility to decide whether it is best for the Company at a given point in time for the roles of the Chief Executive Officer ("CEO") and Chair of the Board (the "Chair") to

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be separate or combined and, if separate, whether the Chair should be selected from the Independent Directors or be an employee of the Company. The Board believes that the Company and its shareholders are best served by maintaining this flexibility rather than mandating a particular leadership structure. The Board also believes its programs for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect how it structures its leadership. In the event that the Chair is an employee of the Company, the Guidelines provide for an active lead independent director.

Mr. Adkins, an Independent Director of the Company, currently serves as the Chair and William J. Amelio is the CEO. The Board of Directors has concluded that the current leadership structure provides an appropriate framework for the Directors to provide independent, objective and effective oversight of management at this point in time.

EXECUTIVE SESSIONS

To promote free and open discussion and communication, Independent Directors meet in executive session at regularly scheduled Board meetings with neither non-Independent Directors nor management present.

DIRECTOR NOMINATIONS

The Corporate Governance Committee is responsible for identifying, screening and recommending candidates for election to the Company's Board of Directors. Pursuant to the Guidelines, the Committee reviews the business experience, education and skills of candidates; their character and judgment; and diversity in factors such as age, gender, race, nationality and culture. In addition, the charter of the Corporate Governance Committee provides that the committee will consider criteria including the possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Company. Although the Corporate Governance Committee does not have a formal policy concerning diversity, the Company believes that valuing diversity makes good business sense. The Corporate Governance Committee includes women and minority candidates in the pool from which it seeks future Directors.

These above factors, and others considered useful by the Board, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. Directors must also possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of all shareholders. Board members are expected to diligently prepare for, attend and participate in all Board and applicable Committee meetings. Each Board member is expected to ensure that other existing and future commitments do not materially interfere with the member's attendance at meetings and service as a Director.

The Corporate Governance Committee also reviews whether a potential candidate will meet the Board's independence standards and any other Director or committee membership requirements imposed by law, regulation or stock exchange rules.

Director candidates recommended by the Corporate Governance Committee are subject to full Board approval and subsequent annual election by the shareholders. The Board of Directors is also responsible for electing Directors to fill vacancies on the Board that occur due to retirement, resignation, expansion of the Board or other events occurring between the shareholders' annual meetings. The Corporate Governance Committee may retain a search firm, from time to time, to assist in identifying and evaluating Director candidates. When a search firm is used, the Committee provides specified criteria for Director candidates, tailored to the needs of the Board at that time, and pays the firm a fee for these services. Recommendations for Director candidates are also received from Board members and management and may be solicited from professional associations as well.

In connection with the new Director nominees, Messrs. Bozotti and Sanchez, the Corporate Governance Committee did not utilize a third-party search firm but rather both nominees were recommended by Independent Directors.

The Corporate Governance Committee will consider recommendations of Director candidates received from shareholders on the same basis as recommendations of Director candidates received from other sources. The

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director selection criteria discussed above will be used to evaluate all recommended Director candidates. Shareholders who wish to suggest an individual for consideration for election to the Company's Board of Directors may submit a written recommendation to the Corporate Governance Committee by sending it to: Darrel Jackson, Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034. Shareholder recommendations must contain the following information:

    The shareholder's name, address, number of shares of the Company's Common Stock beneficially owned and, if the shareholder is not a record shareholder, evidence of beneficial ownership;

    A statement in support of the candidate's recommendation;

    The candidate's detailed biographical information describing experience and qualifications, including current employment and a list of any other boards of directors on which the candidate serves;

    A description of all agreements, arrangements or understandings between the shareholder and the Director candidate;

    The candidate's consent to be contacted by a representative of the Corporate Governance Committee for interviews and his or her agreement to provide further information, if needed;

    The candidate's consent for a background check; and

    The candidate's consent to serve as a Director, if nominated and elected.

Under the Company's By-laws, shareholders may also nominate a candidate for election at an annual meeting of shareholders. Details regarding this nomination procedure and the required notice and information are set forth elsewhere in this Proxy Statement under the heading "Shareholder Proposals and Nominations."

MANAGEMENT SUCCESSION

The Board of Directors is actively engaged and involved in talent management. The Board regularly reviews and discusses a management succession plan designed to provide for continuity in and development of senior management. This plan, on which the Company's CEO and chief human resources officer report at least semi-annually, addresses emergency CEO succession and CEO succession in the ordinary course of business. In addition, the Board receives updates on succession planning for other members of senior management.

THE BOARD'S ROLE IN RISK OVERSIGHT

The Board is responsible for the oversight of the Company's risk management, while the Company's management is responsible for the day-to-day risk management process. With the oversight of the Board, the management of the Company has developed an enterprise risk management program, whereby management identifies the top individual risks they believe the Company faces with respect to its business, operations, strategy and other factors based on input from key business and functional leaders in the Company. Management evaluates those key risks and identifies ways to mitigate and manage such risks. At least annually, management reports on and discusses the identified risks and risk mitigation efforts with the Board. The Board allocates responsibility to a specific committee to examine a particular risk in detail if the committee is in the best position to review and assess the risk. For example, the Audit Committee reviews programs and practices related to accounting and financial reporting matters and the Compensation Committee provides oversight of risks related to compensation programs.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is a present or former officer or employee of the Company. In addition, during fiscal year 2019, no executive officer of the Company had served on the compensation committee or any similar committee of any other entity or served as a director for any other entity whose executive officers served on the Company's Compensation Committee.

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CODE OF CONDUCT

The Company has a Code of Conduct that applies to Directors, officers and employees, including the CEO and all financial and accounting personnel. A copy of the Code of Conduct can be reviewed at www.ir.avnet.com/documents-charters. Any future amendments to, or waivers for executive officers and Directors from certain provisions of, the Code of Conduct will be posted on the Company's website.

POLICY AGAINST PLEDGING AND HEDGING ECONOMIC RISK OF OWNING THE COMPANY'S SECURITIES

The Trading Procedures for Insiders, which is part of the Company's Insider Trading Policy, expressly prohibits Directors, executive officers and other employees determined by the Company as "Insiders," including their spouses, other persons living in their household and minor children and entities over which they exercise control, from entering into hedging or monetization transactions to hedge the economic risk of owning the Company's securities (or any other financial transactions that are designed to hedge or offset any decrease in market value of the Company's equity securities) without advance approval from the Compliance Officer. The policy similarly prohibits such individuals from holding the Company's securities in a margin account and pledging the Company's securities as collateral for loans without advance approval from the Compliance Officer. The policy applies to all of the Company's securities held, including options and any other derivative securities, regardless if granted by the Company as compensation. There were no exceptions approved by the Compliance Officer during the last fiscal year.

For other employees, the Company does not maintain a practice or policy which expressly prohibits such employees from entering into hedging or monetization transactions to hedge the economic risk of owning the Company's securities (or any other financial transactions that are designed to hedge or offset any decrease in market value of the Company's equity securities).

The Company has focused its anti-hedging and anti-pledging policy primarily on Directors and executive officers because, as stewards and leaders of the Company, their interests should remain aligned with shareholder interests. The Company believes that Directors and executive officers should bear the same economic risks associated with holding the Company's securities as do its shareholders and believes its anti-hedging policy will ensure this alignment.

REPORTING OF ETHICAL CONCERNS

The Audit Committee of the Board of Directors has established procedures for employees, shareholders, vendors and others to communicate concerns about the Company's ethical conduct or business practices including accounting, internal controls or financial reporting issues. Matters may be reported in the following ways:

    Employees of the Company are encouraged to contact their manager, a Human Resources representative or a Code of Conduct Advisor to discuss matters of concern.

    All persons, including employees, may contact:

      The Legal Department, by telephone at (480) 643-7267, or by mail at 2211 South 47th Street, Phoenix, Arizona 85034; or

      The Ethics Alertline at 1-800-861-2899 (within the United States and Canada) or via the Internet at www.avnet.alertline.com. Reports via the Ethics Alertline will be treated with appropriate confidentially and may be made on an anonymous basis where permitted by law.

STOCK OWNERSHIP GUIDELINES

The Board has adopted stock ownership guidelines for both the Directors and executive officers.

Under the guidelines for Directors, Directors should own, within five years of joining the Board, shares of the Company's Common Stock worth at least five times the Director's annual cash retainer. Shares that are

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awarded to Directors as part of director compensation, as well as phantom stock units acquired by Directors under a deferred compensation plan, count towards the guideline. The Board will evaluate whether exceptions should be made in the case of any Director who, due to his or her unique financial circumstances, would incur a hardship by complying with this requirement. As of July 1, 2019, each Director was in compliance with these guidelines.

Under the guidelines for executive officers, officers should own shares of the Company's Common Stock with a market value equal to a multiple of their base salary:

    5x for the Chief Executive Officer;

    3x for the Chief Financial Officer, Chief Operating Officer, General Counsel & Group Presidents; and

    1x for other Executive Officers.

Shares underlying restricted stock units, vested performance share units and shares acquired from the exercise of stock options count towards the guideline. Until the ownership level is met, executive officers must hold at least 50% of any net shares he or she receives upon the exercise of options or upon the delivery of any restricted stock units or performance share unit awards. As of July 1, 2019, executive officers subject to these guidelines satisfy these requirements.

THE COMPANY'S WEBSITE

In addition to the information about the Company and its subsidiaries contained in this Proxy Statement, extensive information about the Company can be found on its website located at www.avnet.com, including information about the Company's management team, products and services, and its corporate governance practices. The corporate governance information on the Company's website, located at www.ir.avnet.com/corporate-governance, includes the Guidelines, the Code of Conduct, the charters for each of the standing committees of the Board of Directors, and how a shareholder and other interested parties can communicate with the Board of Directors. In addition, amendments to the Code of Conduct and waivers granted to the Company's Directors and executive officers under the Code of Conduct, if any, will be posted in this area of the website. Printed versions of the Guidelines, the Code of Conduct and the charters for the Board committees can be obtained, free of charge, by writing to the Company, Attention: Darrel Jackson, Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, AZ 85034.

In addition, the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those Reports, if any, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as Section 16 filings made by any of the Company's executive officers and Directors with respect to the Company's securities, are available on the Company's website located at www.ir.avnet.com/financial-information/sec-filings as soon as reasonably practicable after the report or form is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the "SEC").

This information about the Company's website and its content, together with other references to the website made in this Proxy Statement, is for information only. The content of the Company's website is not and should not be deemed to be incorporated by reference in this Proxy Statement or otherwise filed with the SEC.

DIRECTOR COMMUNICATIONS

Shareholders and other interested parties may contact the Company's Board of Directors by writing to the Board of Directors, Attention: Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, AZ 85034. They may also submit an email to the Board by filling out the email form on the Company's website at www.ir.avnet.com/corporate-governance/contact-the-board.

Communications received are distributed to the Board, or to any individual Director or group of Directors as appropriate, depending on the facts and circumstances outlined in the communication. The Board of Directors has requested that items that are unrelated to the duties and responsibilities of the Board be excluded, including spam, junk mail and mass mailings, product and services inquiries, product and services complaints, resumes

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and other forms of job inquiries, surveys and business solicitations or advertisements. Any product and services inquiries or complaints will be forwarded to the proper department for handling. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded. Any such communication will be made available to any non-employee Director upon request.

CORPORATE ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RESPONSIBILITY

The Company is committed to guiding a better tomorrow through its Corporate Social Responsibility (CSR) governance and initiatives, including operating with integrity, promoting diversity and inclusion in the workforce, creating corporate targets to reduce waste and improve environmental performance, contributing to local and global communities and nurturing the capabilities of our employees, customers and communities. The Company's CSR reports are available on its website.

The Company leverages the Sustainability Accounting Standards Board (SASB) standards to form the basis for its CSR program:

    Ethics and Compliance

    Data Security

    Workforce Diversity and Inclusion

    Labor Practices

    Environmental Regulations

    Product Sourcing, Packaging and Marketing
ESG/CSR Highlights
Business Conduct and Ethics    

Recognized as one of the World's Most Ethical Companies for the 6th year in a row by the Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices.

Maintains a Global Code of Conduct, Global Anti-Corruption Policy and Global Conflict of Interest Policy to guide employee and Director conduct to foster integrity and compliance with various laws and regulations, including anti-corruption laws such as the US Foreign Corrupt Practices Act and the UK Bribery Act.

Provides annual ethics and compliance training for employees across all levels.

Maintains Ethics Alertline for confidential reporting of suspected violations.

   
Privacy and Data Security    

Maintains a Global Data Privacy Policy and Global Information Security Policy as part of its information security strategy, which contains best practices, policies and procedures designed to keep confidential company, employee and customer information secure in all its business activities.

Provides annual compliance training for employees across all levels.

   
Workforce Diversity and Labor Practices    

Employs equal employment opportunity hiring practices, policies and management of employees. Regularly monitors hiring processes to ensure that candidates and employees are treated with fairness and equality.

Committed to create a diverse workforce that provides equal opportunity regardless of race, gender, religion, national origin, sexual orientation or physical disability among other categories, and fosters respect, appreciation and acceptance of all people.

Maintains anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, and prohibits sexual harassment in any form.

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Signatory of the United Nations Global Compact, and committed through policies and practices that avert human trafficking, eliminate modern slavery and other human rights violations and promote responsible minerals acquisitions.

Upholds the Responsible Business Alliance Code of Conduct and participates in the Social Responsibility Alliance's Slavery and Trafficking Risk Template (STRT).

Maintains Conflict Minerals Policy Statement, whereby the Company will not directly purchase any conflict minerals and endeavors not to purchase products that contain conflict minerals sourced from mines in the Democratic Republic of the Congo (DRC) or adjoining countries that finance or benefit armed groups in the DRC or adjoining countries. The Company further encourages its suppliers to only source minerals from responsible sources and fosters transparency in the supply chain.

Provides training for employees across all levels.

   
Environmental Governance    

Maintains Global Environmental Policy, whereby the Company sets internal sustainability targets to prevent pollution and improve the Company's environmental performance with regards to energy consumption, water conservation and material usage in the electronics supply chain.

Participates in the Carbon Disclosure Project and has posted Carbon Footprint Reports on the Company's website since 2009.

Many of the Company's global facilities are ISO 9000 and 1401 certified, among other certifications.

Compliance with the EU's Battery Directive, which protects the environment by minimizing the negative impact of batteries and accumulators.

Compliance with the EU's Directive on Waste of Electrical and Electronic Equipment (WEEE) and Directive on Restriction of Hazardous Substances (RoHS).

In connection with RoHS and REACH, encourages its manufacturers to make environmental information available on their websites and assists suppliers with providing their customers with relevant information and declarations available from manufacturers.

Recognized as one of the Top 12 Green IT Companies by Computerworld and Green 15 by InfoWorld. Received the Green Enterprise IT Award by Uptime Institute and Avnet EBV Elektronik was awarded the Mayor of Munich's Golden Award for commitment to climate protection.

   
Community Impact    

Encourages employees to make a difference in their local and global communities by giving back. The Company supports their efforts through its Matching Grants and Dollars for Doers programs.

Encourages future innovators to solve the world's technology problems. The Company has partnered with the Ira A. Fulton School of Engineering at Arizona State University (ASU) to create two innovative programs: (1) the ASU Innovation Open and (2) the Avnet Innovation Lab. These two programs help bring today's ideas into tomorrow's technology as each program is designed to cultivate world changing ideas and bring them to life.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors held 4 regular quarterly meetings and 2 special meetings during the fiscal year ended June 29, 2019 ("fiscal 2019"). During each of these regular quarterly meetings, the Independent Directors met separately in executive session, presided over by the then current Chair of the Board.

During fiscal 2019, each Director standing for reelection attended at least 75% of the combined number of meetings of the Board held during the period for which the Director served and of the committees on which such Director served.

All members of the Board of Directors are expected to attend the annual meeting of shareholders, unless unusual circumstances prevent such attendance. Board and committee meetings are scheduled in conjunction with the annual meeting of shareholders. All then Directors attended the 2018 Annual Meeting of Shareholders held on November 16, 2018.

The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee and Corporate Governance Committee. Each of these committees is comprised solely of non-employee Directors, reports regularly to the full Board and annually evaluates its performance. The members of the committees as of the date of this Proxy Statement are identified in the following table.

  Committees

 
  A
C
CG
Independent
Rodney C. Adkins* · · GRAPHIC
Michael A. Bradley o · GRAPHIC
R. Kerry Clark · · GRAPHIC
Brenda L. Freeman · · GRAPHIC
Jo Ann Jenkins · · GRAPHIC
Oleg Khaykin · · GRAPHIC
James A. Lawrence o · GRAPHIC
Avid Modjtabai · o GRAPHIC
William H. Schumann, III · · GRAPHIC

A: Audit Committee    C: Compensation Committee    CG: Corporate Governance Committee
o Chair    · Member    * Chair of the Board

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The Board of Directors and Its Committees

AUDIT COMMITTEE

AUDIT COMMITTEE

Members:
Brenda L. Freeman
Jo Ann Jenkins
Oleg Khaykin
William H. Schumann, III
Michael A. Bradley (Chair)

Meetings in fiscal 2019: 8

Audit Committee Financial Experts:
Michael A. Bradley (Chair)
Oleg Khaykin
William H. Schumann, III









 

  Responsibilities

The Audit Committee is charged with:

Assisting and representing the Board of Directors in fulfilling its oversight responsibilities with respect to:

The integrity of the financial statements of the Company;

The independence, qualifications and performance of the Company's independent external auditors;

The performance of the Company's internal audit function;

Compliance with legal and regulatory requirements; and

Internal ethics and compliance program and enterprise risk management activities.

Appointing, compensating, retaining and oversighting of the independent registered public accounting firm.

Reviewing and approving transactions with any related person in which the Company is a participant and involves an amount that equals or exceeds $120,000 per year.

Please see the Audit Committee Report set forth elsewhere in this Proxy Statement for more information about the Audit Committee and its operations.

 

All the members of the Audit Committee are independent under the independence requirements of the Nasdaq listing standards and the independence standards adopted by the Board, and also meet the additional independence requirements for audit committee members established by the SEC. The Board of Directors has further determined that the following three members of the Audit Committee qualify as "audit committee financial experts" as defined in rules adopted by the SEC and meet the audit committee financial sophistication requirement of Nasdaq: Mr. Bradley, the Chair of the Audit Committee, Mr. Khaykin and Mr. Schumann.

The Audit Committee operates under a written charter that outlines the Audit Committee's purpose, member qualifications, authority and responsibilities. The Audit Committee reviews its charter and conducts an evaluation of its own effectiveness annually. The charter is available on the Company's website at www.ir.avnet.com/documents-charters.

COMPENSATION COMMITTEE

COMPENSATION COMMITTEE

Members:
Rodney C. Adkins
Avid Modjtabai
R. Kerry Clark
James A. Lawrence (Chair)

Meetings in fiscal 2019: 4





 

  Responsibilities

The Compensation Committee is charged with:

Overseeing the Company's overall compensation structure, policies and programs.

Assisting the Board in fulfilling its responsibilities with respect to administering the Company's long-term incentive plan.

Reviewing and approving compensation arrangements with executive officers of the Company.

Evaluating the performance of and recommending to the Board the compensation for the CEO.

As of June 12, 2019, Handling Director compensation oversight and recommending to the Board any changes to Director compensation.

The Compensation Committee's objective is to establish and administer a "total compensation program" that fairly and competitively rewards long-term performance and enhances shareholder value.

 

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The Board of Directors and Its Committees

The Compensation Committee has the authority to retain an independent executive compensation consultant to assist in the evaluation of compensation for the Company's executive officers and Directors, and to help ensure the objectivity and appropriateness of the actions of the Compensation Committee. The Compensation Committee has the sole authority to retain, at the Company's expense, and terminate any such consultant, including the sole authority to approve such consultant's fees and other terms of engagement. The Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian") as the Compensation Committee's independent compensation consultant for fiscal 2019. The Compensation Committee assessed the independence of Meridian pursuant to the SEC and Nasdaq rules and concluded that no conflict of interest existed that prevented, or will prevent, Meridian from being an independent consultant to the Compensation Committee.

All members of the Compensation Committee meet the independence requirements of Nasdaq listing standards and the independence standards adopted by the Board of Directors, and also meet Nasdaq's additional independence requirements for compensation committee members.

The Compensation Committee operates under a written charter that outlines the purpose, member qualifications, authority and responsibilities of the committee. The Compensation Committee reviews its charter and conducts an evaluation of its own effectiveness annually. A copy of the Compensation Committee charter is available on the Company's website at www.ir.avnet.com/documents-charters.

CORPORATE GOVERNANCE COMMITTEE

CORPORATE GOVERNANCE COMMITTEE

Members:
Brenda L. Freeman
Jo Ann Jenkins
Oleg Khaykin
William H. Schumann, III
Michael A. Bradley
R. Kerry Clark
James A. Lawrence
Rodney C. Adkins
Avid Modjtabai (Chair)

Meetings in fiscal 2019: 4










 

  Responsibilities

The Corporate Governance Committee is charged with:

Identifying, screening and recommending to the Board of Directors appropriate candidates to serve as directors of the Company.

Periodically reviewing the Company's succession plans.

Overseeing the process for evaluating the Board of Directors, its committees and management.

Making recommendations with respect to corporate governance issues affecting the Board of Directors and the Company.

As of June 12, 2019, the Corporate Governance Committee no longer reviews or recommends changes to Director compensation.

Please see "Corporate Governance — Director Nominations" for additional information on the Corporate Governance Committee.

 

All the members of the Corporate Governance Committee meet the independence requirements of Nasdaq listing standards and the independence standards adopted by the Board of Directors.

The Corporate Governance Committee operates under a written charter that outlines the Committee's purpose, member qualifications, authority and responsibilities. The Corporate Governance Committee reviews its charter and conducts an evaluation of its own effectiveness annually. The charter is available on the Company's website at www.ir.avnet.com/documents-charters.

EXECUTIVE COMMITTEE

The Board of Directors had an Executive Committee during fiscal 2019 that was charged with the authority of the full Board and, between meetings of the Board, was authorized to exercise the powers of the Board in the management of the business and affairs of the Company to the extent permitted by law. The Executive Committee did not meet in fiscal 2019, and was dissolved effective August 28, 2018.

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DIRECTOR COMPENSATION

Directors who are also officers or employees of the Company do not receive any special or additional remuneration for service on the Board. Upon the recommendations of the Corporate Governance Committee and approvals of the Board of Directors, non-employee Directors received compensation for their services on the Board for fiscal 2019 as set out below.

Annual Compensation Components


Effective 01-01-18(1)
Effective 01-01-19  

Cash Retainer(2)

  $100,000   $100,000  

Equity(3)

  $145,000   $160,000  

Total:

  $245,000   $260,000  

% of Cash to Equity

  41/59   38/62  
   

 

Additional Annual Amounts:
Effective 01-01-18(1)
Effective 01-01-19  
Independent Chair Retainer(2)(4)   $175,000   $175,000  
Audit Committee Chair Retainer(2)   $25,000   $25,000  
Audit Committee Retainer(2)   $7,500   $7,500  
Compensation Committee Chair Retainer(2)   $20,000   $20,000  
Corporate Governance Committee Chair Retainer(2)   $15,000   $20,000  
(1)
This compensation program had been in effect since January 1, 2016.

(2)
Paid in equal quarterly installments, unless the Director elects to defer under the Avnet Deferred Compensation Plan for Outside Directors, which is described in more detail under the caption "Deferred Compensation Plan" below. If elected as a Director after January 1st, the amount is prorated based on the date of election.

(3)
Generally delivered each January, unless the Director elects to defer under the Avnet Deferred Compensation Plan for Outside Directors. If elected as a Director after January 1st, the amount is prorated based on the date of election and delivered at such time.

(4)
Includes Audit Committee Retainer.

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Director Compensation

The following table shows the total dollar value of all fees earned by and paid in cash to all non-employee Directors in fiscal 2019 and the grant date fair value of stock awards to non-employee Directors made in fiscal 2019.

Name


Fees Earned or Paid in Cash
($)


Stock Awards
($)



Total
($)
 

(a)

  (b)   (c)     (h)  

Rodney C. Adkins

  198,750   160,000   358,750  

J. Veronica Biggins(1)

  53,750       53,750  

Michael A. Bradley

  125,000   160,000   285,000  

R. Kerry Clark

  110,000   160,000     270,000  

Brenda L. Freeman(2)

  66,895   177,877   244,772  

Jo Ann Jenkins(3)

  90,962   210,192     301,154  

Oleg Khaykin

  107,500   160,000   267,500  

James A. Lawrence

  110,000   160,000     270,000  

Avid Modjtabai

  110,000   160,000   270,000  

William H. Schumann, III

  191,250   160,000     351,250  
(1)
Ms. Biggins served on the Board until the 2018 Annual Meeting on November 16, 2018, when she did not stand for re-election.

(2)
Ms. Freeman was elected to the Company's Board effective November 16, 2018, and as such the above retainer and stock award have been accordingly prorated.

(3)
Ms. Jenkins was elected to the Company's Board effective August 28, 2018, and as such the above retainer and stock award have been accordingly prorated.

PROCESS FOR REVIEWING NON-EMPLOYEE DIRECTOR COMPENSATION

The Board's practice is to review the Company's non-employee Director compensation program periodically based on recommendations from the Committee tasked with Director compensation oversight, and any changes are generally made effective as of January 1st of the following calendar year. Every one to two years, the Committee tasked with Director compensation oversight performs a comprehensive benchmarking review of the program, including each element of the program as well as the compensation in total.

In August 2018, the Corporate Governance Committee reviewed the results of a benchmarking study of non-employee Director compensation conducted by Meridian, the independent compensation consultant, which analyzed market practices among the same peer group used by the Compensation Committee for purposes of benchmarking executive compensation for fiscal 2019 as well as a summary of practices from the Fortune 250. The Board's compensation philosophy is to benchmark total non-employee Director compensation at mid-way between the medians of the peer group and Fortune 250. The study showed that the Company's non-employee Director compensation program for fiscal 2019 was somewhat below the benchmark reference level between the medians of the peer group and the Fortune 250.

As a result, the Corporate Governance Committee recommended, and the Board approved, the changes to the program to achieve an overall compensation structure in line with the benchmark reference level between the medians of the peer group and Fortune 250, which took effect on January 1, 2019:

    Annual equity compensation was increased by $15,000 to $160,000 and

    The Corporate Governance Committee Chair Retainer was increased from $15,000 to $20,000 to align with the Compensation Committee Chair Retainer level.

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Director Compensation

DEFERRED COMPENSATION PLAN

Under the Avnet Deferred Compensation Plan for Outside Directors, a non-employee Director may elect to defer all or a portion of his or her annual equity compensation and receive phantom stock units instead. Each phantom stock unit is the economic equivalent of one share of Common Stock, and is settled in Common Stock on a one-for-one basis with fractional shares payable in cash. Phantom stock units will be settled upon the Director no longer serving on the Board or upon a change of control of the Company, as provided under the plan.

The number of phantom stock units is determined by dividing the grant date fair value of the annual equity compensation by the average of the high and low price of the Common Stock on the national stock exchange constituting the primary market for the Common Stock on the first business day in January of each year then multiplying by the percentage of the equity compensation deferred.

In addition, under the plan, a non-employee Director may elect to defer all or a portion of his or her cash compensation either as cash or phantom stock units. Cash compensation deferred as cash is credited to a cash account established under the plan for the Director at the beginning of each quarter and earns monthly interest at a rate corresponding to the rate of interest on U.S. Treasury 10-year notes on the first day of the month. During fiscal 2019, there were no "above market" earnings. The cash account is payable to the Director upon the Director no longer serving on the Board or upon a change of control of the Company, as provided under the plan.

Except in connection with a change of control, the settlement of PSUs with Common Stock and payment of the cash account in cash will be made in ten annual installments unless the Director elects to receive in a single lump sum or annual installments not exceeding ten, with such election made within the timeframes required by the plan. In connection with a change of control, the settlement and payment will be made in a single lump sum.

In the event of the death of a Director before receipt of all payments, all remaining payments shall be made to the Director's designated beneficiary.

D&O INSURANCE

As permitted by Section 726 of the Business Corporation Law of New York, the Company has in force directors' and officers' liability insurance and corporate reimbursement insurance. The policy insures the Company against losses from claims against its Directors and officers when they are entitled to indemnification by the Company, and insures the Company's Directors and officers against certain losses from claims against them in their official capacities. All duly elected Directors and officers of the Company and its subsidiaries are covered under this insurance. The primary insurer is Federal Insurance Company, a Chubb Group insurance company. Excess insurers include XL Specialty Insurance Company, Zurich American Insurance Company, National Union Fire Insurance Co. of Pittsburgh, PA, Allied World National Assurance Company, Endurance American Insurance Company, Lloyd's of London and ACE American Insurance Company. The coverage was renewed effective August 1, 2019, for a one-year term. The total premium paid for both primary and excess insurance was $943,570. No claims were made or sums paid out under such insurance policies during fiscal 2019.

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EXECUTIVE OFFICERS OF THE COMPANY

Below are the names, ages and titles of each of the Company's current executive officers, including the Named Executive Officers (NEOs), and a certain significant employee as of September 1, 2019, as well as a summary of their backgrounds and business experience (other than the Company's Chief Executive Officer, Mr. Amelio, whose biography is listed above under "Proposal 1 Election of Directors — Nominees").

Executive officers are generally appointed each year by the Board at a meeting following the annual meeting of shareholders and hold office until the next annual meeting or until their earlier death, resignation or removal.

Name

Age
Office
William J. Amelio     61   Chief Executive Officer
Thomas Liguori   61   Chief Financial Officer
Ken E. Arnold     55   Senior Vice President and Chief People Officer
Peter G. Bartolotta   60   President, Business Transformation
Kenneth A. Jacobson     41   Principal Accounting Officer and Corporate Controller
Philip R. Gallagher   58   President, Electronic Components
MaryAnn G. Miller     61   Senior Vice President and Chief Administrative Officer
Michael J. O'Neill   63   Senior Vice President, General Counsel and Chief Legal Officer
   


      GRAPHIC  

THOMAS LIGUORI

Thomas Liguori has served as the Company's Chief Financial Officer since January 2018. He previously served as the Executive Vice President and Chief Financial Officer of Advanced Energy Industries, Inc. (Nasdaq: AEIS), a product and services provider for semi and industrial power applications, from May 2015 to December 2017. Prior to that, Mr. Liguori served as the Executive Vice President and Chief Financial Officer of MFLEX (Nasdaq: MFLX), a global provider of flexible circuits and assemblies for smartphones and tablets, from February 2008 to May 2015. Mr. Liguori is a Certified Management Accountant and a Certified Financial Manager.

   


      GRAPHIC  

KEN E. ARNOLD

Ken E. Arnold has served as Senior Vice President and Chief People Officer since February 2019. He previously served in various human resource leadership roles with the Company, including as Vice President, Human Resources from 2009 to February 2019 and Director, Human Resources — Talent Acquisition and HR Services from 2007 to 2009.

   

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Executive Officers of the Company


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PETER G. BARTOLOTTA

Peter G. Bartolotta has served as the President of Business Transformation since June 2019, and had served as the Senior Vice President and Chief Transformation Officer from 2016 to June 2019. Prior to joining the Company, he had served as the President of the Helicopter Services division of CHC Helicopter and Chief Operating Officer of CHC Group Ltd. from 2012 to 2015. In May 2016, CHC Group filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Mr. Bartolotta also served as Senior Vice President of Lenovo Global Services from 2008 to 2012.

   


      GRAPHIC  

PHILIP R. GALLAGHER

Philip R. Gallagher has served as President, Electronic Components since August 2018, and had served as the Global President, Core Distribution Business from May 2017 to August 2018. He began his career with the Company in 1983 and held executive leadership positions in sales, marketing and operations during his 30 years at the Company, with his last role as Global President of Technology Solutions from 2009 to 2014. He left the Company in 2014, and re-entered the work force in 2016 to serve as President, Americas Sales and Marketing at TTI, a leading authorized distributor of interconnect, passive, electromechanical and discrete components, from 2016 to 2017 before rejoining the Company in May 2017. He currently serves on the advisory boards for Axxess Unlimited and AON (Access Digital Networks).

   


      GRAPHIC  

KENNETH A. JACOBSON

Kenneth A. Jacobson has served as the Corporate Controller since 2013 and Principal Accounting Officer since February 2018. From August 2017 to January 2018, he also served as the Interim Chief Financial Officer. Prior to joining the Company, Mr. Jacobson served as the Director of External Reporting and Accounting Research for First Solar Inc. from 2011 to 2013, where he led external reporting and provided accounting support for acquisitions and sales of solar power projects. Mr. Jacobson is a Certified Public Accountant.

   


      GRAPHIC  

MARYANN G. MILLER

MaryAnn G. Miller has served as Chief Administrative Officer since February 2019, Senior Vice President since 2011, and Head of Global Marketing & Communications since 2013. Previously, she had served as the Chief Human Resources Officer from 2009 to February 2019. Ms. Miller has served in various other leadership roles, including as Vice President from 2009 to 2011, Senior Vice President, Global Human Resources from 2008 to 2009 and Vice President of Talent and Organizational Effectiveness from 2006 to 2008. Prior to joining the Company, she had served as Vice President, Human Resources Electronic Systems at Goodrich Corporation. Ms. Miller served on the board of directors of Certive Solutions, Inc. (CNSX: CBP) from 2015 to 2017.

   


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MICHAEL J. O'NEILL

Michael J. O'Neill has served as Senior Vice President, General Counsel and Chief Legal Officer since 2016. He previously served as Vice President and Chief Legal Officer at CHC Group Ltd. from 2011 to 2015. In May 2016, CHC Group filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Prior to that, Mr. O'Neill served as Senior Vice President and General Counsel at Lenovo Group Limited (HKSE: 992) (ADR: LNVGY) from 2006 to 2011 and served in several global legal roles for Honeywell International Inc. (NYSE: HON) over a 17-year period. He currently serves on the board of advisors for ARC Technologies.

   

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Unless otherwise stated, the following table sets forth information with respect to the Company's Common Stock beneficially owned as of September 1, 2019 or, in respect of any 5% Holder, the date of such holder's most recent Schedule 13D or Schedule 13G filed with the Securities and Exchange Commission ("SEC") as of September 1, 2019, by: (a) persons that, to the Company's knowledge, were the beneficial owners of more than 5% of the Company's outstanding Common Stock ("5% Holders"), (b) each current Director and director nominee of the Company, (c) each of the executive officers named in the Summary Compensation Table in this Proxy Statement ("NEO"), and (d) all Directors and NEOs of the Company as a group. Except where specifically noted in the table, all the shares listed for a person or the group are directly held by such person or group members, with sole voting and dispositive power.

Name of Beneficial Owner




Common
Stock(a)







Stock
Options
Exercisable
Within
60 Days










Total
Common
Stock
Beneficially
Owned





Percent
of
Class(b)

5% Holders

                     

BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055



 
10,305,574       10,305,574   10.05%

Pzena Investment Management LLC.(2)
320 Park Avenue, 8th Floor
New York, NY 10022

    7,872,809           7,872,809   7.68%

The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355



 
11,146,164       11,146,164   10.87%

Directors, Director Nominees and Named Executive Officers

                     

Rodney C. Adkins, Chair

  16,431(4)   0   16,431   *

William J. Amelio, Director and Chief Executive Officer

    162,666(5)     253,316     415,982   *

Carlo Bozotti, Director Nominee

  0   0   0   0%

Michael A. Bradley, Director

    25,118     0     25,118   *

R. Kerry Clark, Director

  29,510(6)   0   29,510   *

Brenda L. Freeman, Director

    4,946(6)     0     4,946   *

Jo Ann Jenkins, Director

  5,511   0   5,511   *

Oleg Khaykin, Director

    8,892(6)     0     8,892   *

James A. Lawrence, Director

  500,000   0   500,000   *

Avid Modjtabai, Director

    18,132     0     18,132   *

Adalio T. Sanchez, Director Nominee

  0   0   0   0%

William H. Schumann, III, Director

    53,129(7)     0     53,129   *

Thomas Liguori, Chief Financial Officer

  79,673(8)   8,045   87,718   *

Peter G. Bartolotta, President, Business Transformation

    22,343(9)     25,494     47,837   *

Philip R. Gallagher, President, Electronic Components

  134,370(10)   139,250   273,620   *

MaryAnn G. Miller, SVP, Chief Administrative Officer

    54,960(11)     128,768     183,728   *

All Directors and named executive officers as a group (16 persons)(12)

  1,115,681   554,873   1,670,554   1.62%
       
*
Represents less than 1%.

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Security Ownership of Certain
Beneficial Owners and Management
(a)
This column includes Restricted Stock Units allocated but not yet delivered to each executive officer and Phantom Stock Units owned by non-employee Directors.

(b)
Based on 102,517,480 shares of Common Stock outstanding (net of treasury shares) at September 1, 2019.

(1)
This information is based solely on information provided in Amendment No. 10 to a Schedule 13G filed with the SEC on February 4, 2019 by BlackRock, Inc., which reports sole voting power with respect to 9,665,777 shares and sole dispositive power with respect to 10,305,574 shares.

(2)
This information is based solely on information provided in Amendment No. 1 to a Schedule 13G filed with the SEC on February 4, 2019 by Pzena Investment Management, LLC, which reports sole voting power with respect to 4,588,267 shares and sole dispositive power with respect to 7,872,809 shares.

(3)
This information is based solely on information provided in Amendment No. 8 to a Schedule 13G filed with the SEC on February 11, 2019, by The Vanguard Group, which reports sole voting power with respect to 53,738 shares, shared voting power with respect to 28,348 shares, sole dispositive power with respect to 11,074,681 shares and shared dispositive power with respect to 71,483 shares.

(4)
Mr. Adkins' ownership includes 4,523 Phantom Stock Units.

(5)
Mr. Amelio's ownership includes 92,590 Restricted Stock Units allocated but not yet delivered.

(6)
Ownership consists solely of Phantom Stock Units.

(7)
Mr. Schumann's ownership includes 39,841 Phantom Stock Units.

(8)
Mr. Liguori's information includes of 66,449 Restricted Stock Units allocated but not yet delivered.

(9)
Mr. Bartolotta's information includes 15,709 Restricted Stock Units allocated but not yet delivered.

(10)
Mr. Gallagher's information includes 106,676 Common Stock owned by the Gallagher Family Trust and 17,437 Restricted Stock Units allocated but not yet delivered.

(11)
Ms. Miller's information includes 17,481 Restricted Stock Units allocated but not yet delivered.

(12)
Based on representations by Directors and NEOs, none of the shares have been pledged as security.

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SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act ("Section 16(a)") requires that the Directors and executive officers of the Company and holders of more than 10% of the Company's equity securities file with the SEC, within specified due dates, initial reports of beneficial ownership of the Company's equity securities on Form 3; reports of changes in ownership of the Company's equity securities on Form 4; and annual reports of changes in ownership of the Company's equity securities on Form 5. As a matter of practice, the Company's administrative staff assists the Directors and executive officers with these reporting requirements. The Company is required to disclose whether it has knowledge that any person required to file such reports may have failed to do so in a timely manner.

Based solely on a review of the copies of the fiscal year 2019 Section 16(a) reports in the Company's possession and on written representations from the Company's Directors and executive officers that no other reports were required during the year ended June 29, 2019, the Company believes that none of the Company's Directors and executive officers failed to file on a timely basis any report required by Section 16(a) during the fiscal year ended June 29, 2019.

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RELATED PERSON TRANSACTIONS

The Company has a variety of policies and procedures for the identification and review of related person transactions. The SEC rules generally define a related person transaction as any transaction, arrangement or relationship involving more than $120,000 in which the Company or any of its subsidiaries was, is or will be a party to and in which a Director, executive officer or their immediate family members has a material direct or indirect interest.

The Company's Code of Conduct and the Conflicts of Interest Policy generally prohibit and require the disclosure of any potential conflict of interest, including when the person will have a direct or indirect financial interest in a business with which the Company may have dealings. Exceptions to the policy's prohibition are required to be pre-approved in writing.

As part of the process for its quarterly reporting obligations pursuant to Section 13(a) or 15(d) of the Exchange Act, the disclosure committee reviews whether there are any related person transactions that should be disclosed in the Company's SEC filings. In addition, the executive officers and Directors each complete a Director and Officers' Questionnaire annually and Director nominees complete a New Director Questionnaire before election, which requests information regarding related person transactions. The Audit Committee reviews and approves or recommends to the Board to approve, as appropriate, certain related party transactions.

The Company's Corporate Governance Guidelines also specify the standards for independence of Directors.

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PROPOSAL 2: ADVISORY VOTE ON NAMED
EXECUTIVE OFFICER COMPENSATION
  RECOMMENDATION OF THE BOARD  
  GRAPHIC The Board recommends that shareholders vote FOR the advisory vote on the compensation of the Named Executive Officers as disclosed in this Proxy Statement.

DESCRIPTION OF PROPOSAL

As part of the Company's commitment to high standards of governance and as required by Section 14A of the Exchange Act, the Board of Directors is requesting that the shareholders approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers ("NEOs") as disclosed in this Proxy Statement. This proposal, commonly known as a "say on pay" proposal, gives shareholders the opportunity to express their views on the compensation of the NEOs. It is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs and the philosophy, policies and practices described in this Proxy Statement.

Shareholders are urged to read the section titled "Compensation Discussion and Analysis" section below along with the compensation tables and narrative discussion that follows, which discuss how the compensation program is implemented with respect to the NEOs.

The Board believes that the compensation of the NEOs as described in this Proxy Statement was appropriate and recommends a vote "FOR" the following resolution:

    RESOLVED, that the Company's shareholders hereby approve, on a non-binding advisory basis, the compensation paid to the Company's Named Executive Officers as disclosed in the Proxy Statement for the 2019 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Although the vote is non-binding, the Compensation Committee and the Board of Directors value the opinions of the shareholders. To the extent there is a significant number of votes against the compensation of the NEOs as disclosed in this Proxy Statement, the Board and Compensation Committee will consider the shareholders' concerns, evaluate what actions are necessary to address those concerns and take such concerns into account in future determinations concerning the executive compensation program.

The Company currently conducts an annual advisory vote on NEO compensation and expects to conduct the next advisory vote at the 2020 Annual Meeting of Shareholders.

VOTE REQUIRED FOR APPROVAL

For approval, this proposal requires the affirmative vote of a majority of the votes cast by the shareholders present in person or by proxy, provided a quorum is present, at the Annual Meeting. Abstentions are not counted in determining the votes cast. Brokers who hold shares of Common Stock as nominees will not have discretionary authority to vote such Common Stock on this proposal. Therefore, a shareholder who does not vote at the Annual Meeting (whether due to abstention or a broker non-vote) will not affect the outcome of the vote but will reduce the number of affirmative votes required to achieve a majority for this matter by reducing the total number of shares from which the majority is calculated.

PROXY

Unless otherwise directed by the shareholder, it is the intention of the persons named as proxies in the proxy card to vote each properly signed and returned proxy card FOR the approval of the compensation of the Named Executive Officers as disclosed in this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Table of Contents


Page  

 

 

Executive Summary

  35  

 

 

Named Executive Officers (NEOs)

  35  

 

 

Business Performance

  36  

 

 

Summary of Incentive Compensation Design and Payouts for Fiscal 2019

  37  

 

 

Philosophy and Objectives

  37  

 

 

2018 Advisory Vote on Executive Compensation

  37  

 

 

Shareholder Outreach Efforts

  37  

 

 

Compensation Governance and Process

  38  

 

 

Role of the Compensation Committee and Board

  38  

 

 

Role of Management

  39  

 

 

Role of the Independent Compensation Consultant

  39  

 

 

Benchmarking

  40  

 

 

Overview of Pay Programs

  41  

 

 

Pay Mix

  42  

 

 

Compensation Governance Practices

  43  

 

 

Compensation Risk Management

  44  

 

 

Elements of Executive Compensation

  44  

 

 

Base Salary

  44  

 

 

Annual Cash Incentives

  45  

 

 

Long-Term Incentives

  47  

 

 

Additional Compensation Elements

  50  

 

 

Additional Practices, Policies and Guidelines

  52  

 

 

Stock Ownership Guidelines

  52  

 

 

Hedging/Pledging Policy

  52  

 

 

Recoupment Policy

  52  

 

 

Equity Grant Practices

  53  

 

 

Deductibility of Executive Compensation

  53  
     

EXECUTIVE SUMMARY

The Company has designed its compensation programs and practices around a pay-for-performance philosophy that is geared towards the achievement and linkage of both short- and long-term financial and operational goals that the Company believes support the sustained growth of shareholder value. Senior executives are encouraged to think and behave like owners of the business and to consider the impact of their decisions and performance on the aggregate success of the Company as reflected in its total shareholder return ("TSR"). This section explains how the Compensation Committee made its compensation decisions for fiscal 2019 for the NEOs. The compensation awarded to the NEOs for fiscal 2019 is set forth in the Summary Compensation Table in this Proxy Statement.

    Named Executive Officers (NEOs)

The NEOs for fiscal 2019 are listed below. The titles represent their current position with the Company. Please see "Executive Officers of the Company" for additional information on their role with the Company during fiscal 2019.

NEOs
Position
William J. Amelio   Chief Executive Officer ("CEO")
Thomas Liguori   Chief Financial Officer ("CFO")
Peter G. Bartolotta   President, Business Transformation
Philip R. Gallagher   President, Electronic Components
MaryAnn G. Miller   Senior Vice President, Chief Administrative Officer ("CAO")

GRAPHIC