AVNET INC
For the period ended Nov 20, 2026. Filed Oct 6, 2026.
View on SEC.govAbout 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 20, 2026 · Filed Oct 6, 2026
Contents
Proxy Statement Summary
| | PROXY STATEMENT SUMMARY | |
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This summary highlights selected information in this Proxy Statement. Please review the entire document before voting.
ANNUAL MEETING OF SHAREHOLDERS
| | DATE November 20, 2026 | | | | TIME 8:00 am local time | | | | PLACE Avnet’s Headquarters 2150 E. Warner Rd.Tempe, AZ 85284 | | | | RECORD DATE September 21, 2026 | |
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PROPOSALS AND BOARD RECOMMENDATIONS
| Proposals · · · · Board Recommendation · · · · Page Reference · | |||||||||||||
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| 1 | | | | Election of Directors | | | | FOR | | | | 8 | |
| 2 | | | | Advisory vote on named executive compensation | | | | FOR | | | | 41 | |
| 3 | | | | Ratify Appointment of Independent Registered Public Accounting Firm | | | | FOR | | | | 76 | |
| 4 | | | | Board Proposal for Shareholder Right to Call a Special Shareholder Meeting at a 25% Ownership Threshold | | | | FOR | | | | 79 | |
| 5 | | | | Shareholder Proposal for Shareholders Right to Call a Special Shareholder Meeting at a 10% Ownership Threshold | | | | AGAINST | | | | 81 | |
HOW TO VOTE
| | | INTERNET Visit the website noted on your proxy card to vote online. | | | |
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| | | TELEPHONE Use the toll-free telephone number on your proxy card to vote by telephone. | | | |
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| | | MAIL Sign, date, and return your proxy card in the enclosed envelope to vote by mail. | | | |
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| | | IN PERSON Cast your vote in person at the annual meeting. | | | |
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SNAPSHOT OF 2026 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 | | | 68 | | | 2015 | | | | | YES | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | ◦ | | |
| | Brenda L. Freeman Founder, Joyeux Advisory Group | | | 62 | | | 2018 | | | | | YES | | | | | | | | | | | | | • | | | | | | | • | | | | | | | | | | | | | | | | |
| | Philip R. Gallagher Chief Executive Officer, Avnet, Inc. | | | 65 | | | 2020 | | | | | NO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Helmut Gassel Co-founder and Partner of Silian Partners | | | 62 | | | 2024 | | | | | YES | | | | | | • | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | |
| | Virginia L. Henkels Former CFO of Swift Transportation and Empowerment & Inclusion Capital I Corp. | | | 58 | | | 2024 | | | | | YES | | | | | | • | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | |
| | Jo Ann Jenkins Former Chief Executive Officer, AARP | | | 68 | | | 2018 | | | | | YES | | | | | | | | | | | | | ◦ | | | | | | | | | | | | | | • | | | | | | | • | | |
| | Oleg Khaykin President and Chief Executive Officer, Viavi Solutions, Inc. | | | 61 | | | 2018 | | | | | YES | | | | | | • | | | | | | | | | | | | | | | | | | | | | ◦ | | | | | | | • | | |
| | Ernest E. Maddock Former Chief Financial Officer, Micron Technology, Inc. | | | 68 | | | 2021 | | | | | YES | | | | | | ◦ | | | | | | | | | | | | | | | | | | | | | • | | | | | | | • | | |
| | Avid Modjtabai Former Senior Executive Vice President, Payments, Virtual Solutions and Innovation Group, Wells Fargo | | | 64 | | | 2014 | | | | | YES | | | | | | | | | | | | | • | | | | | | | | | | | | | | • | | | | | | | | | |
| | Adalio T. Sanchez President, S Group Advisory LLC | | | 67 | | | 2019 | | | | | YES | | | | | | | | | | | | | • | | | | | | | ◦ | | | | | | | | | | | | | | • | | |
| | ◦ Chair | | | A: Audit | | | C: Compensation and Leadership Development | |
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| | • 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. | |
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| | 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 2026
CORPORATE GOVERNANCE HIGHLIGHTS
COMPENSATION PROGRAM FOR FISCAL 2026
Below are the primary components of the fiscal 2026 executive compensation program:
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.