AVNET, INC. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   November 2, 2012

AVNET, INC.
__________________________________________
(Exact name of registrant as specified in its charter)

     
New York 1-4224 11-1890605
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2211 South 47th Street, Phoenix, Arizona   85034
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   480-643-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Shareholders of Avnet, Inc. (the “Company”) held on November 2, 2012, the shareholders voted on and approved the Avnet, Inc. Executive Incentive Plan, as amended (the “EIP”). The terms and conditions of the EIP are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on September 21, 2012. The EIP is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

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 2012 Annual Meeting of Shareholders, the results of which are as follows:

  1.   The shareholders elected the nine 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   For   Withheld   Non-Votes
J. Veronica Biggins
     115,168,716       2,186,999       7,343,004  
Michael A. Bradley
     112,291,946       5,063,769       7,343,004  
R. Kerry Clark
     116,628,362       727,353       7,343,004  
Richard Hamada
     116,699,971       655,744       7,343,004  
James A. Lawrence
     115,561,950       1,793,765       7,343,004  
Frank R. Noonan
     116,701,694       654,021       7,343,004  
Ray M. Robinson
     94,948,773       22,406,942       7,343,004  
William H. Schumann III
     116,693,023       662,692       7,343,004  
William P. Sullivan
     111,162,959       6,192,756       7,343,004  

  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
114,411,902
    1,444,432       1,499,381       7,343,004  

  3.   The shareholders approved the Avnet, Inc. Executive Incentive Plan.  The voting results were as follows:
                         
                    Broker
For   Against   Abstain   Non-Votes
113,820,673
    3,114,347       420,695       7,343,004  

  4.   The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 29, 2013. The voting results were as follows:
                     
                    Broker
For   Against   Abstain   Non-Votes
123,571,833
    818,036       308,850     N/A

On November 2, 2012, the Board of Directors elected William H. Schumann, III as the Chairman of the Board of Directors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

         
Exhibit Number   Description
  10.1    
Avnet, Inc. Executive Incentive Plan

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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.

         
    AVNET, INC.
          
November 2, 2012   By:   /s/ Raymond Sadowski
       
        Name: Raymond Sadowski
        Title: Senior Vice President and Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
10.1
  Avnet, Inc. Executive Incentive Plan