UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 2019 (November 19, 2019)
AVNET, INC.
(Exact Name of Registrant as Specified in Charter)
| New York | | 1-4224 | | 11-1890605 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| 2211 South 47th Street, Phoenix, Arizona | | 85034 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(480) 643-2000
(Registrant’s telephone number, including area code.)
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, par value $1.00 per share | | AVT | | NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 19, 2019, Avnet, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (“Annual Meeting”). The three proposals submitted to a vote of the shareholders are described in the Company’s Proxy Statement in connection with the Annual Meeting. As of September 20, 2019, the record date, there were a total of 101,929,710 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of the common stock entitled to vote, 94,777,077, or approximately 93% of the common stock, were represented in person or by proxy, which constituted a quorum under the Company’s By-Laws. Set forth below is a brief description of each matter voted on at the Annual Meeting, how the votes were cast and the final voting results with respect to each such matter.
Proposal 1 – The election of eleven directors to serve on the Board of Directors until the next annual meeting and until their successors have been elected and qualified.
| Director Nominees | | For | | Against | | Abstain | | Broker
Non-Votes |
| Rodney C. Adkins | | 86,493,023 | | 4,116,710 | | 102,314 | | 4,065,030 |
| William J. Amelio | | 89,906,534 | | 742,460 | | 63,053 | | 4,065,030 |
| Carlo Bozotti | | 90,483,291 | | 163,876 | | 64,880 | | 4,065,030 |
| Michael A. Bradley | | 90,460,352 | | 186,200 | | 65,495 | | 4,065,030 |
| Brenda L. Freeman | | 90,483,349 | | 164,102 | | 64,596 | | 4,065,030 |
| Jo Ann Jenkins | | 90,478,869 | | 170,706 | | 62,472 | | 4,065,030 |
| Oleg Khaykin | | 55,664,168 | | 34,982,711 | | 65,168 | | 4,065,030 |
| James A. Lawrence | | 89,789,995 | | 856,628 | | 65,424 | | 4,065,030 |
| Avid Modjtabai | | 89,910,412 | | 737,205 | | 64,430 | | 4,065,030 |
| Adalio T. Sanchez | | 90,484,000 | | 162,737 | | 65,310 | | 4,065,030 |
| William H. Schumann III | | 89,897,707 | | 749,650 | | 64,690 | | 4,065,030 |
The shareholders elected all eleven of the director nominees.
Proposal 2 – To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | | Against | | Abstain | | Broker
Non-Votes |
| 88,728,425 | | 1,907,338 | | 76,284 | | 4,065,030 |
The shareholders approved on a non-binding advisory basis executive compensation.
Proposal 3 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 27, 2020.
| For | | Against | | Abstain | | |
| 93,177,604 | | 1,512,642 | | 86,831 | | |
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020.
On November 19, 2019, the Company issued a press release announcing that the newly elected directors Messrs. Bozotti and Sanchez were appointed to serve on the Audit and Corporate Governance Committees, and that Ms. Jenkins was appointed to serve on the Compensation and Corporate Governance Committees. The press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 20, 2019 | AVNET, INC. |
| | |
| | |
| | By: | /s/ Thomas Liguori |
| | | Name: Thomas Liguori |
| | | Title: Chief Financial Officer |
