[8-K] AVNET INC Reports Material Event

Rhea-AI Filing Summary

Avnet, Inc. reported the results of shareholder votes from its 2025 Annual Meeting of Shareholders. Shareholders elected all ten director nominees, each receiving substantially more votes in favor than against. For example, Philip R. Gallagher received 74,001,056 votes for, 37,208 against, and 114,525 abstentions, while Avid Modjtabai received 70,542,251 votes for, 3,489,578 against, and 120,960 abstentions.

Other matters on the agenda also received strong shareholder support, with one item recording 77,005,042 votes for, 167,641 against, and 187,661 abstentions. The company also noted the filing of the cover page interactive data file in Inline XBRL format as an exhibit.

0000008858false00000088582025-11-212025-11-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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 21, 2025

AVNET, INC.

(Exact name of registrant as specified in its Charter)

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New York		1-4224		11-1890605
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification Number)

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2211 South 47th Street, Phoenix, Arizona		85034
(Address of principal executive offices)		(Zip Code)

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(480) 643-2000

(Registrant’s telephone number, including area code.)

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N/A

(Former name or former address, if changed since last report.)

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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))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered:
Common stock, par value $1.00 per share		AVT		NASDAQ Global Select Market

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. ☐

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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

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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:

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​	​	​	​	​	​	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.

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​	​	​	​	​	​	​
​	​	​	​	​	​	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.

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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:

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Exhibit Number		Description
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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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.

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Date: November 21, 2025	​	AVNET, INC.
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​	​	By:	​	/s/ Kenneth A. Jacobson
​	​	​	​	Name: Kenneth A. Jacobson
​	​	​	​	Title: Chief Financial Officer
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FAQ

What did Avnet (AVT) announce in this Form 8-K?

Avnet reported the final voting results from its 2025 Annual Meeting of Shareholders, including the election outcomes for its director nominees and votes on other matters.

Were Avnet (AVT) director nominees re-elected at the 2025 annual meeting?

Yes. All ten director nominees, including Rodney C. Adkins, Philip R. Gallagher, and others, received significantly more votes for than against and were elected.

How strong was shareholder support for Avnet CEO/director Philip R. Gallagher?

Philip R. Gallagher received 74,001,056 votes for, 37,208 votes against, and 114,525 abstentions, indicating very strong shareholder support.

Which Avnet director nominee saw the highest level of opposition?

Among the listed nominees, Avid Modjtabai had the highest opposition, with 3,489,578 votes against versus 70,542,251 votes for and 120,960 abstentions.

What were the overall results for one of the non-director proposals at Avnet's 2025 meeting?

One of the proposals received 77,005,042 votes for, 167,641 votes against, and 187,661 abstentions, showing broad shareholder support.

Did Avnet (AVT) include any exhibits with this 8-K filing?

Yes. Avnet included Exhibit 104, the Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.