Avnet Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 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 to serve until the next annual meeting and until successors are elected and qualified.

2. 2

   Advisory Vote on Named Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables, and related narrative disclosure.

   More detail

   Proposal 2 asks shareholders to provide a non-binding advisory approval of Avnet’s compensation for its named executive officers. It covers the overall compensation philosophy, policies, practices, compensation tables, and narrative disclosure rather than any single pay element. The Board is seeking approval as part of the annual say-on-pay process required by Section 14A of the Exchange Act. Avnet describes its program as pay-for-performance, with substantial variable compensation tied to short- and long-term financial and operational outcomes. Fiscal 2026 annual incentives used adjusted operating income, return on working capital, relative market share, relative adjusted operating-income growth, and individual talent and engagement goals. Long-term awards consisted of RSUs and PSUs, with PSU performance based on adjusted EPS growth, adjusted ROIC, and a relative TSR modifier. The Company reports that the 2025 say-on-pay vote received approximately 92.5% support and that its 2026 shareholder outreach produced no concerns prompting material compensation changes. The Board believes the disclosed compensation was appropriate and recommends a FOR vote. Although advisory and non-binding, the Board and Compensation Committee state that they will consider significant shareholder opposition in future compensation decisions.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Avnet’s independent registered public accounting firm for the fiscal year ending July 3, 2027.

4. 4

   Board Proposal for Shareholder Right to Call a Special Meeting at a 25% Ownership Threshold

   ManagementBoard: FOR

   Approve a non-binding Board proposal under which shareholders collectively owning at least 25% of Avnet’s common stock for at least one year would be able to call a special shareholder meeting, with the Board intending to amend the bylaws if approved.

   More detail

   Proposal 4 asks shareholders to endorse a new right for shareholders collectively owning at least 25% of Avnet’s common stock for at least one year to call a special meeting. The proposal is advisory and would not itself amend the bylaws, but the Board states that it intends to take the necessary steps to implement the right if shareholders approve it. Under the existing bylaws, only the Board Chair or the Board through a resolution may call a special meeting. The Board presents the proposal as a governance enhancement informed by its review of corporate practices and shareholder engagement. At the same time, it argues that special meetings should remain extraordinary events because they generate legal, printing, mailing, solicitation, and administrative costs. Management also emphasizes the diversion of Board and management time from operating the business. The Board contends that a lower threshold could allow a small group to advance narrow interests while imposing costs on all shareholders. It identifies 25% as the most common threshold among S&P 500 companies that permit shareholder-called special meetings. The Board specifically contrasts its proposal with Proposal 5’s 10% threshold and recommends FOR Proposal 4 as a balance between shareholder rights and protection from disruption.

5. 5

   Shareholder Proposal for Shareholder Right to Call a Special Meeting at a 10% Ownership Threshold

   Shareholder — John CheveddenBoard: AGAINST

   Direct the Board to amend Avnet’s governing documents to allow owners of a combined 10% of outstanding common stock to call a special shareholder meeting, without a minimum holding-period requirement or a discriminatory poison-pill rule.

   More detail

   Proposal 5 asks Avnet to amend its governing documents so holders of a combined 10% of outstanding common stock can call a special shareholder meeting. The proponent also demands that shareholders not be subject to a minimum holding period or a discriminatory rule excluding shares based on ownership duration. John Chevedden argues that the mechanism would deter Board and management complacency and encourage better performance by enabling shareholders to seek new strategies if Avnet underperforms. He further argues that a 10% threshold is attainable and that higher thresholds lack practical justification based on his review of more than 100 companies. The Board opposes the proposal, asserting that a 10% threshold could give a small group with special interests disproportionate influence over corporate affairs. It emphasizes that special meetings impose legal, printing, mailing, solicitation, administrative, and opportunity costs on the Company. Management argues that special meetings should be reserved for urgent matters that cannot wait until the annual meeting and that 25% support better demonstrates broad shareholder concern. The Board also points to Avnet’s shareholder engagement program, majority voting for directors, resignation policy, and annual meeting as existing accountability mechanisms. Avnet has proposed its own 25% special-meeting right in Proposal 4, which it views as the appropriate compromise. The Board therefore recommends AGAINST Proposal 5 while supporting Proposal 4.

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When is the Avnet Inc 2026 annual meeting?

Avnet Inc (AVT) holds its 2026 annual shareholder meeting on Friday, November 20, 2026.

What is the record date for the Avnet Inc 2026 meeting?

The record date for the Avnet Inc 2026 meeting is Monday, September 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Avnet Inc's 2026 meeting?

The board is presenting 10 director nominees at the Avnet Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Avnet Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Avnet Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.