Avnet (AVT) Proxy filing summary

Executive summary

• FY26 sales $27.6B, up 24%; operating income $725M, up 41%; operating margin 2.6%, up 30 bps; $253M returned through dividends and repurchases.

• The Nov. 20, 2026 annual meeting agenda includes five proposals; the Board recommends FOR proposals 1–4 and AGAINST proposal 5.

Voting matters and shareholder proposals

• Proposal 1 seeks election of 10 incumbent directors; each nominee requires a majority of votes cast, and an unelected incumbent must tender a resignation for Board review within 90 days.

• The Board recommends FOR advisory approval of NEO compensation and ratification of PwC as auditor for FY ending July 3, 2027; each requires a majority of votes cast.

• The Board proposes a special-meeting right for holders of at least 25% of shares for one year; if approved, it intends to amend the bylaws.

• The Board opposes the shareholder proposal for a 10% special-meeting threshold, citing potential disproportionate influence, expense and disruption; each special-meeting proposal is non-binding.

Board of directors and corporate governance

• Nine of 10 nominees are independent; the Board has an independent Chair and CEO, annual director elections, majority voting, regular independent-director sessions and no poison pill.

• The 10-member Board includes four women and reports 50% ethnic diversity; nominees average 64 years of age and 6.9 years of tenure.

• The Board held four regular meetings in FY26; each director standing for reelection attended at least 83% of Board and assigned committee meetings.

• The Board and committees conduct annual evaluations; succession plans cover emergency and ordinary-course CEO succession and other senior leaders, with updates at least semi-annually.