avt_Current_8K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,  DC 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 9, 2017

Avnet, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

New York

1-4224

11-1890605

 

 

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 

 

 

2211 South 47th Street, Phoenix, Arizona

85034

 

 

(Address of Principal Executive Offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code:  (480) 643-2000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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.

The following matters were submitted to a vote of the shareholders at the Annual Meeting of Shareholders of Avnet, Inc. (the “Company”) held on November 9, 2017, the results of which are as follows:

1.

The shareholders elected the eight nominees to the Board of Directors, each to serve until the next annual meeting and until their successors have been elected and qualified.  The voting results for each nominee were as follows:

 

 

 

 

 

 

Director

 

For

 

Against

 

Abstain

Broker

Non-Votes

Rodney C. Adkins

99,927,901

2,945,113

52,577

6,551,645

William J. Amelio

102,565,059

313,078

47,454

6,551,645

J. Veronica Biggins

100,346,087

2,522,443

57,061

6,551,645

Michael A. Bradley

101,464,947

1,404,177

56,467

6,551,645

R. Kerry Clark

100,393,669

2,474,610

57,312

6,551,645

James A. Lawrence

101,420,165

1,456,033

49,393

6,551,645

Avid Modjtabai

102,582,795

276,494

66,302

6,551,645

William H. Schumann III

101,368,657

1,504,049

52,885

6,551,645

 


2.The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes:

 

 

 

 

 

 

For

 

Against

 

Abstain

Broker

Non-Votes

80,585,641

21,525,269

814,681

6,551,645

 

 

3.The proposal for shareholders to vote, on an advisory basis, on the frequency of the advisory vote on executive compensation received the following votes:

 

 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstain

Broker

Non-Votes

85,293,826

170,847

16,710,845

750,073

6,551,645

 

 

4.The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018. The voting results were as follows:

 

 

 

 

 

 

For

 

Against

 

Abstain

Broker

Non-Votes

108,392,320

1,006,300

78,616

N/A

 

 

The Board of Directors has considered the outcome of the advisory vote on the frequency of the advisory vote on executive compensation, and has determined that the Company will hold future advisory votes on executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of future advisory votes on executive compensation. The next advisory vote on the frequency of the advisory vote on executive compensation is required to occur no later than the Company’s 2023 Annual Meeting of Shareholders.

 


 

 

Item 8.01   Other Events.

 

On November 10, 2017, the Company announced that the Board of Directors approved adding $200,000,000 to the Company’s stock repurchase program. The Company may repurchase shares from time to time in the open market, privately negotiated transactions, block trades, accelerated share repurchase transactions or by any combination of such method. The Company may terminate or limit the stock repurchase program at any time without prior notice.

 

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated November 10, 2017.

 

 

 


 

 

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.

 

 

 

 

 

 


Title: Interim Chief Financial Officer

 

 

 

 

Date: November 10, 2017

 

AVNET, INC.
Registrant


 


 


By:


/s/ Ken Jacobson


Name: Ken Jacobson
Title: Interim Chief Financial Officer