AVNET INC

For the period ended Nov 21, 2025. Filed Oct 7, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 21, 2025 · Filed Oct 7, 2025

AVT$79.28+3.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Statement Summary

	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
3	Approval of 2025 Stock Compensation and Incentive Plan	FOR	72
4	Ratification of independent registered public accounting firm	FOR	81

HOW TO VOTE

		INTERNET Visit the website noted on your proxy card to vote online.

		TELEPHONE Use the toll-free telephone number on your proxy card to vote by telephone.

		MAIL Sign, date, and return your proxy card in the enclosed envelope to vote by mail.

		IN PERSON Cast your vote in person at the annual meeting.

SNAPSHOT OF 2025 DIRECTOR NOMINEES

· · · · Age · · · Director Since · · · Independent · · · Avnet Committees ·
· A · · · · C · · · · CG · · · · TR · · · · E ·
	Rodney C. Adkins Chairman of the Board of Avnet, Inc, President, 3RAM Group LLC	67	2015	YES			•		◦
	Brenda L. Freeman Founder, Joyeux Advisory Group	61	2018	YES		•	•
	Philip R. Gallagher Chief Executive Officer, Avnet, Inc.	64	2020	NO
	Helmut Gassel Co-founder and Partner of Silian Partners	61	2024	YES	•			•
	Virginia L. Henkels Former CFO of Swift Transportation and Empowerment & Inclusion Capital I Corp.	57	2024	YES	•		•
	Jo Ann Jenkins Chief Executive Officer, AARP	67	2018	YES		◦		•	•
	Oleg Khaykin President and Chief Executive Officer, Viavi Solutions, Inc.	60	2018	YES	•			◦	•
	Ernest E. Maddock Former Chief Financial Officer, Micron Technology, Inc.	67	2021	YES	◦			•	•
	Avid Modjtabai Former Senior Executive Vice President, Payments, Virtual Solutions and Innovation Group, Wells Fargo	63	2014	YES		•		•
	Adalio T. Sanchez President, S Group Advisory LLC	66	2019	YES		•	◦		•

◦ Chair	A: Audit	C: Compensation and Leadership Development
• Member	CG: Corporate Governance
	E: Executive	TR: Technology and Risk

ABOUT AVNET

	VISION: To be the preferred distributor partner at the center of the world’s technology design and supply chains by delivering the best experience for both customers and suppliers every time.
	MISSION: We deliver superior service by holding ourselves accountable to our stakeholders, enabling design and supply chain technology solutions that improve life experiences globally, while staying grounded in our Core Values.

The CORE VALUES that drive our business and our people forward each day are:

FINANCIAL HIGHLIGHTS FOR FISCAL 2025

CORPORATE GOVERNANCE HIGHLIGHTS

COMPENSATION PROGRAM FOR FISCAL 2025

Below are the primary components of the fiscal 2025 executive compensation program:

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.

About this filing

Proxy Statement Summary​

Proxy Statement Summary