Business Context and Reporting Period
This Form 8-K Current Report from AVNET, INC. covers events occurring on November 8, 2013, specifically the results of the Company's Annual Meeting of Shareholders. The filing details the election of directors, approval of executive compensation, ratification of auditors, and the adoption of a new stock incentive plan.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial statements are included in this document.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders, with the results detailed below:
- Election of Directors: All nine nominees were elected to the Board of Directors. Voting results varied by nominee, with "For" votes ranging from approximately 106.8 million (Ray M. Robinson) to 116.3 million (Richard Hamada). Non-votes were consistent at 5,683,437 across all director nominees.
- Executive Compensation (Say-on-Pay): The advisory proposal to approve the compensation of named executive officers was approved. It received 112,787,352 votes "For" and 3,654,242 votes "Against".
- Stock Compensation Plan: Shareholders approved the Avnet, Inc. 2013 Stock Compensation and Incentive Plan. The proposal received 110,122,431 votes "For" and 6,256,584 votes "Against".
- Auditor Ratification: The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 28, 2014, was ratified. The proposal received 121,537,552 votes "For" and 638,502 votes "Against".
Guidance, Outlook, and Risks
The filing contains no management commentary regarding future guidance, outlook, risks, contingencies, or unusual items. The document strictly reports on the procedural outcomes of the shareholder meeting and the filing of the new Stock Compensation and Incentive Plan as Exhibit 10.1.
Investor Verification Checklist
- Verify the specific terms and conditions of the newly approved 2013 Stock Compensation and Incentive Plan by reviewing Exhibit 10.1 attached to this filing.
- Confirm the tenure of the newly elected directors, who serve until the next annual meeting or until their successors are elected.
- Note that the independent auditor, KPMG LLP, is ratified for the fiscal year ending June 28, 2014.
- Review the Company's Proxy Statement filed on September 26, 2013, for detailed background on the compensation plan and director nominees.