Current Report Filing (8-k)
24 Mayo 2023 - 5:01AM
Edgar (US Regulatory)
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2023-05-22
2023-05-22
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iso4217:USD
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
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)
May 22, 2023
AVNET, INC.
(Exact name of
registrant as specified in its charter)
| New York |
|
1-4224 |
|
11-1890605 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 2211 South 47th Street, Phoenix, Arizona |
|
85034 |
| (Address of principal executive offices) |
|
(Zip Code) |
(480)
643-2000
(Registrant’s telephone number, including
area code.)
N/A
(Former name or former address, if changed since last report.)
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 |
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)) |
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. ¨
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2023, the Board of Directors
adopted amendments to the Company’s By-Laws (“Amended By-Laws”), effective immediately, to update the By-Laws in connection
with SEC rules, including the recent universal proxy and recoupment of incentive-based compensation rules; recent changes to the New York
Business Corporation Law; and the Board’s periodic review of the By-Laws. Among other things, the Amended By-Laws revised the following
sections:
| · | Section 1.3: Permit shareholder meetings to be held virtually. |
| · | Section 1.10(b): Reserve for the Company’s exclusive use the proxy card color of white. |
| · | Section 1.14: Clarify and enhance procedural mechanics and disclosure requirements in connection with shareholder nominations
of directors and submission of shareholder proposals, including: |
| o | Addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Universal Proxy Rule”),
including requirement that the Proposing Shareholder comply in all respects with the Universal Proxy Rule and provide reasonable
evidence of compliance no later than 10 business days prior to the meeting, and providing the Company a remedy for non-compliance; |
| o | For annual meetings, basing the deadline for delivery of Shareholder Notice and Nominee Materials on the anniversary of the prior
annual meeting date versus the anniversary of the filing date of the prior proxy statement; |
| o | Requiring additional obligations from or disclosures regarding Proposing Shareholder, proposed nominees and other known persons working
with the Proposing Shareholder, including obligations to update information provided in Shareholder Notice and Nominee Materials; and |
| o | Clarifying that Proposing Shareholder may nominate up to the number of directors to be elected at the applicable meeting and may not
make additional or substitute nominations after the Shareholder Notice and Nominee Materials deadlines expire. |
| · | Section 1.15: Chair of shareholder meetings has the authority to convene and adjourn a shareholder meeting without a quorum. |
| · | Section 6.6: Officers may not be indemnified or reimbursed for expenses in connection with recoupment of incentive-based compensation
as required by Company policy or law. |
The above summary does not purport to be complete
and is qualified in its entirety by reference to the Amended By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
| Date: May 24, 2023 |
AVNET, INC. |
| |
Registrant |
| |
|
| |
By: |
/s/ Kenneth A. Jacobson |
| |
|
Name: Kenneth A. Jacobson |
| |
|
Title: Chief Financial Officer |
| |
|
|
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