Avnet Sets Shareholder Vote on Board, Exec Pay, and 2025 Stock Plan

Ticker: AVT · Form: DEF 14A · Filed: Oct 7, 2025 · CIK: 8858

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Stock Incentive Plan, Auditor Ratification, Shareholder Meeting

Related Tickers: AVT

TL;DR

**AVT's board is pushing through its slate and a new stock plan; vote FOR to back management's vision, or AGAINST if you're looking for a shake-up.**

AI Summary

AVNET INC's DEF 14A filing outlines key proposals for its Annual Meeting on November 21, 2025, at its Phoenix headquarters. Shareholders will vote on the election of ten Director nominees, an advisory vote on named executive compensation, and the approval of the 2025 Stock Compensation and Incentive Plan. Additionally, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending June 27, 2026, is on the agenda. The Board of Directors unanimously recommends a 'FOR' vote on all four proposals. The record date for voting is September 22, 2025, with 81,326,423 shares of common stock outstanding. The company emphasizes its vision to be the preferred distributor partner in technology design and supply chains, driven by core values and a mission to deliver superior service and technology solutions globally. Financial highlights for fiscal 2025 were not provided in the excerpt, preventing specific dollar amounts and percentages for revenue and net income.

Why It Matters

This DEF 14A filing is crucial for AVNET investors as it details the upcoming Annual Meeting agenda, including the election of its Board of Directors, which directly influences strategic direction and oversight. The advisory vote on executive compensation provides shareholders a voice on leadership incentives, while the approval of the 2025 Stock Compensation and Incentive Plan could impact future equity dilution and employee motivation. Ratifying PricewaterhouseCoopers LLP ensures continued independent financial oversight. In a competitive technology distribution market, strong governance and clear compensation strategies are vital for AVNET to maintain investor confidence and attract top talent.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections, executive compensation advisory votes, and auditor ratification. The approval of the 2025 Stock Compensation and Incentive Plan, while potentially dilutive, is a common practice for incentivizing employees and is recommended by the Board. There are no indications of significant financial distress or contentious proposals.

Analyst Insight

Investors should review the qualifications of the ten Director nominees and the details of the 2025 Stock Compensation and Incentive Plan to ensure alignment with their investment strategy. Voting 'FOR' all Board recommendations signals confidence in current management and governance, while a 'NO' vote on specific proposals could indicate dissatisfaction with executive compensation or potential dilution from the new stock plan.

Executive Compensation

NameTitleTotal Compensation
Philip R. GallagherChief Executive Officer
Rodney C. AdkinsChairman of the Board
Brenda L. FreemanDirector
Helmut GasselDirector

Key Numbers

Key Players & Entities

FAQ

What are the key proposals for Avnet's 2025 Annual Meeting of Shareholders?

Avnet's 2025 Annual Meeting includes four key proposals: the election of ten Director nominees, an advisory vote on named executive compensation, the approval of the 2025 Stock Compensation and Incentive Plan, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending June 27, 2026.

When and where will Avnet's 2025 Annual Meeting be held?

Avnet's 2025 Annual Meeting of Shareholders will be held on Friday, November 21, 2025, at 8:00 am local time at Avnet's Corporate Headquarters located at 2211 South 47th Street, Phoenix, Arizona 85034.

Who are the Director nominees for Avnet's 2025 Annual Meeting?

The ten Director nominees for Avnet's 2025 Annual Meeting are Rodney C. Adkins, Brenda L. Freeman, Philip R. Gallagher, Helmut Gassel, Virginia L. Henkels, Jo Ann Jenkins, Oleg Khaykin, Ernest E. Maddock, Avid Modjtabai, and Adalio T. Sanchez. All are currently serving Directors.

What is the record date for voting at Avnet's 2025 Annual Meeting?

The record date for Avnet's 2025 Annual Meeting is September 22, 2025. Only shareholders of record at the close of business on this date are entitled to notice of and to vote at the Annual Meeting.

What is the Board of Directors' recommendation for the proposals at Avnet's Annual Meeting?

The Board of Directors unanimously recommends that shareholders vote 'FOR' all four proposals: the election of Directors, the advisory vote on named executive compensation, the approval of the 2025 Stock Compensation and Incentive Plan, and the ratification of PricewaterhouseCoopers LLP.

How can Avnet shareholders vote at the Annual Meeting?

Avnet shareholders can vote in one of four ways: via the Internet by visiting the website on their proxy card, by telephone using the toll-free number on their proxy card, by mail by signing and returning their proxy card, or in person at the Annual Meeting.

What is the purpose of the 2025 Stock Compensation and Incentive Plan for Avnet?

The 2025 Stock Compensation and Incentive Plan is proposed to incentivize Avnet's employees and other eligible participants. Its approval would allow the company to continue using equity-based awards as a component of its compensation program, aligning employee interests with shareholder value.

What is the role of PricewaterhouseCoopers LLP for Avnet?

PricewaterhouseCoopers LLP is the independent registered public accounting firm proposed for ratification to audit the consolidated financial statements of Avnet for the fiscal year ending June 27, 2026. Their role is to provide an independent opinion on the accuracy and fairness of the company's financial reporting.

What happens if an Avnet Director nominee is not elected by the requisite vote?

If an incumbent Director nominee is not elected by a simple majority of votes cast, they must tender their resignation. The Board, excluding that individual, will then decide within 90 days whether to accept the resignation and will disclose and explain its decision.

How many shares of Avnet common stock were outstanding on the record date?

As of the record date, September 22, 2025, the aggregate number of shares of Avnet's common stock outstanding (net of treasury shares) was 81,326,423.

Industry Context

Avnet operates as a global technology distributor, playing a crucial role in the supply chain for electronic components and embedded solutions. The industry is characterized by rapid technological advancements, complex global supply chains, and intense competition among distributors. Trends include the increasing demand for specialized components, the growth of IoT and AI, and the need for robust supply chain resilience.

Regulatory Implications

As a publicly traded company, Avnet is subject to SEC regulations, including the timely filing of proxy statements like this DEF 14A. Compliance with corporate governance rules and disclosure requirements is essential to maintain investor confidence and avoid penalties. The advisory vote on executive compensation is a mechanism for shareholders to express their views on pay practices.

What Investors Should Do

  1. Vote on Director Nominees: Shareholders should review the qualifications of the ten director nominees and vote for or against their election.
  2. Advisory Vote on Executive Compensation: Consider the company's compensation practices for its named executive officers and cast an advisory vote for or against it.
  3. Approve 2025 Stock Compensation and Incentive Plan: Evaluate the proposed plan and vote for or against its approval, considering its potential impact on shareholder dilution and executive motivation.
  4. Ratify Independent Auditor: Vote to approve the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for the fiscal year ending June 27, 2026.

Key Dates

Glossary

DEF 14A
A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information shareholders need to vote on company matters.)
Named Executive Compensation
Compensation paid to the company's top executive officers. (Shareholders will vote on an advisory basis regarding the compensation of these executives.)
Independent Registered Public Accounting Firm
An external audit firm that is independent of the company it audits. (Shareholders are asked to ratify the appointment of PricewaterhouseCoopers LLP for the upcoming fiscal year.)
Stock Compensation and Incentive Plan
A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Shareholders will vote on the approval of Avnet's 2025 Stock Compensation and Incentive Plan.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Specific comparative financial data from the previous year's proxy statement (e.g., fiscal 2024 vs. fiscal 2023) is not available within this excerpt. Therefore, a comparison of revenue growth, margin changes, or new risks cannot be provided.

Filing Stats: 4,478 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2025-10-07 16:01:19

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 35 Delinquent Section 16(a) Reports 37 Related Person Transactions 37 Proposal 2 — Advisory Vote on Named Executive Compensation 38 Compensation Discussion and Analysis 39 Executive Summary 39 Compensation Governance and Process 42 Overview of Pay Programs 44 Elements of Executive Compensation 47 Additional Practices, Policies and Guidelines 55 Compensation and Leadership Development Committee Report 57 Compensation of Executive Officers 58 Summary Compensation Table 58 Equity Compensation Plan Information 59 Grants of Plan-Based Awards 60 Outstanding Equity Awards at Fiscal Year-End 61 Option Exercises and Stock Vested 62 Pension Benefits 62 Potential Payouts Upon Termination and Change of Control 63 CEO Pay Ratio 67 Pay Versus Performance 68 Proposal 3 — Approval of the 2025 Stock Compensation and Incentive Plan 72 Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm 81 Principal Accounting Firm Fees 82 Audit Committee Report 83 Shareholder Proposals and Nominations 84 Delivery of Documents to Shareholders with Same Last Name and Address 85 General 85 Appendix A — Reconciliation of Non-GAAP Measures 86 Appendix B — 2025 Stock Compensation and Incentive Plan 88 TABLE OF CONTENTS 2025 ANNUAL PROXY STATEMENT PROXY STATEMENT SUMMARY This summary highlights selected information in this Proxy Statement. Please review the entire document before voting. ANNUAL MEETING OF SHAREHOLDERS DATE November 21, 2025 TIME 8:00 am local time PLACE Avnet's Headquarters 2211 South 47th Street Phoenix, Arizona 85034 RECORD DATE September 22, 2025 PROPOSALS AND BOARD RECOMMENDATIONS Proposals Board Recommendation Page Reference 1 Election of Directors FOR 8 2 Advisory vote on named executive compensation FOR 38

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