Business Context and Reporting Period
This Form 8-K Current Report was filed by AVNET, INC. on September 3, 2013, covering events occurring on September 1, 2013. The filing primarily addresses executive compensation arrangements and corporate governance updates under Item 5.02.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current event disclosure regarding personnel and does not contain financial performance data.
Material Changes
- Executive Appointment: Kevin Moriarty entered into a new employment agreement effective September 1, 2013, serving as Senior Vice President and Chief Financial Officer.
- Compensation Structure: The agreement includes base salary, incentive compensation, and eligibility for equity awards and standard executive benefits. It contains restrictive covenants regarding non-competition and non-solicitation.
- Change of Control Provisions: A Change of Control (COC) Agreement was executed. If Mr. Moriarty is terminated without cause or resigns due to constructive termination within 24 months of a change of control, he is entitled to:
- All accrued base salary and pro-rata incentive payments.
- A severance payment equal to 2.99 times the sum of his current annual base salary and target incentive compensation.
- Full vesting of all unvested equity compensation rights and awards.
- Plan Revisions: The Company revised form agreements under its 2010 Stock Compensation Plan.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary on business performance. The primary risk disclosed relates to the financial obligations triggered by a change in control, specifically the significant severance multiplier (2.99x) and immediate equity vesting for the CFO.
Investor Verification Checklist
- Verify the specific base salary and target incentive compensation figures for Kevin Moriarty to calculate potential change-of-control liabilities.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific termination clauses and non-compete duration.
- Examine the revised 2010 Stock Compensation Plan agreements (Exhibit 10.3) to understand changes in equity grant terms.
- Confirm the definition of "Change of Control" within the COC Agreement to assess the likelihood of triggering the severance provisions.