UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 Company’s 2025 Annual Meeting of Shareholders, the results of which are as follows:
| 1. | The shareholders elected the ten 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: |
Broker | ||||||||
Director Nominees | 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 |
| 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: |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
68,516,064 | 5,490,867 | 145,858 | 3,207,555 |
| 3. | The proposal to approve the 2025 Stock Compensation and Incentive Plan. |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
67,861,374 | 6,188,429 | 102,986 | 3,207,555 |
| 4. | The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending June 27, 2026. |
For | Against | Abstain | ||
77,005,042 | 167,641 | 187,661 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
Exhibit |
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104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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.
Date: November 21, 2025 | AVNET, INC. | |||
By: | /s/ Kenneth A. Jacobson | |||
Name: Kenneth A. Jacobson | ||||
Title: Chief Financial Officer | ||||