Business Context and Reporting Period
Company: AVNET, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: January 12, 2015
Subject: Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Financial Metrics
This filing does not contain financial performance data. The document does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The filing reports the execution of new employment and change of control agreements for MaryAnn Miller, Senior Vice President and Chief Human Resources Officer and Corporate Communications, effective January 12, 2015.
Management Commentary, Risks, and Unusual Items
- Employment Agreement: Ms. Miller's compensation (base salary and incentive) will be agreed upon from time to time. She is eligible for equity incentive plan awards. The agreement includes restrictive covenants regarding non-competition, confidential information, and non-solicitation of employees and customers. It also outlines provisions for voluntary termination, termination upon change in duties, death, disability, and termination with or without cause.
- Change of Control (COC) Agreement: A revised COC agreement was executed. If Ms. Miller's employment is terminated without cause or she resigns due to constructive termination within 24 months of a change of control, the Company must pay:
- All accrued base salary and pro-rata incentive payments.
- 2.99 times the sum of her then-current annual base salary and target incentive compensation for the year of termination.
- Full vesting and payment of any unvested equity compensation rights and awards.
Key Facts for Investor Verification
- Verify the specific base salary and target incentive compensation figures for MaryAnn Miller, as the filing states these are to be "agreed upon from time to time" without listing current amounts.
- Review the full text of Exhibit 10.1 (Employment Agreement) and Exhibit 10.2 (Change of Control Agreement) for detailed terms regarding termination triggers and severance calculations.
- Confirm the status of Ms. Miller's unvested equity awards to assess potential immediate payout obligations in the event of a change of control.