AVNET, INC. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by AVNET, INC. on November 21, 2025. The report details the results of the Company's 2025 Annual Meeting of Shareholders. AVNET is incorporated in New York and its common stock trades on the NASDAQ Global Select Market under the symbol AVT.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is limited to reporting shareholder voting outcomes and corporate governance matters.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders at the 2025 Annual Meeting:
- Board of Directors Election: Shareholders elected all ten nominees to the Board of Directors. Voting results for each nominee were as follows:
| Nominee | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Rodney C. Adkins | 71,991,688 | 2,044,939 | 116,162 | 3,207,555 |
| Brenda L. Freeman | 72,476,792 | 1,559,636 | 116,361 | 3,207,555 |
| Philip R. Gallagher | 74,001,056 | 37,208 | 114,525 | 3,207,555 |
| Helmut Gassel | 72,731,138 | 1,305,392 | 116,259 | 3,207,555 |
| Virginia L. Henkels | 72,619,577 | 1,416,614 | 116,598 | 3,207,555 |
| Jo Ann Jenkins | 72,212,619 | 1,820,970 | 119,200 | 3,207,555 |
| Oleg Khaykin | 72,730,930 | 1,307,371 | 114,488 | 3,207,555 |
| Ernest E. Maddock | 72,283,303 | 1,755,392 | 114,094 | 3,207,555 |
| Avid Modjtabai | 70,542,251 | 3,489,578 | 120,960 | 3,207,555 |
| Adalio T. Sanchez | 72,422,916 | 1,612,170 | 117,703 | 3,207,555 |
- Executive Compensation (Say-on-Pay): The proposal to approve, on an advisory basis, the compensation of named executive officers was approved with 68,516,064 votes For, 5,490,867 Against, and 145,858 Abstain.
- Stock Compensation Plan: The proposal to approve the 2025 Stock Compensation and Incentive Plan was approved with 67,861,374 votes For, 6,188,429 Against, and 102,986 Abstain.
- Independent Auditor Ratification: Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent public accounting firm for the fiscal year ending June 27, 2026. The vote was 77,005,042 For, 167,641 Against, and 187,661 Abstain.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. It is a procedural report regarding shareholder voting results.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Confirm the specific terms of the newly approved 2025 Stock Compensation and Incentive Plan in the definitive proxy statement.
- Note that PricewaterhouseCoopers LLP is retained as the auditor for the fiscal year ending June 27, 2026.
- Review the "Against" vote counts for directors Avid Modjtabai and Rodney C. Adkins, which were higher than other nominees, to assess potential shareholder sentiment.