8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported)    November 22, 2024

AVNET, INC.

(Exact name of registrant as specified in its charter)

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New York	1-4224	11-1890605
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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2211 South 47th Street , Phoenix , Arizona	85034
(Address of principal executive offices)	(Zip Code)

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(480) 643-2000

(Registrant’s telephone number, including area code.)

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N/A

(Former name or former address, if changed since last report.)

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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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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

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. ☐

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Item 5.07     Submission of Matters to a Vote of Security Holders.

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The following matters were submitted to a vote of the shareholders at the Company’s 2024 Annual Meeting of Shareholders, the results of which are as follows:

1.	The shareholders elected the ten nominees to the Board of Directors, each to serve until the next annual meeting and until their successors have been elected and qualified. The voting results for each nominee were as follows:
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Director Nominees	​	For	​	Against	​	Abstain	​	Non-Votes
Rodney C. Adkins	​	74,933,916	​	4,346,386	​	61,427	​	3,264,522
Brenda L. Freeman	​	78,604,911	​	677,667	​	59,151	​	3,264,522
Philip R. Gallagher	​	79,239,857	​	43,351	​	58,521	​	3,264,522
Helmut Gassel	​	79,237,369	​	45,769	​	58,591	​	3,264,522
Virginia L. Henkels	​	79,152,273	​	130,180	​	59,276	​	3,264,522
Jo Ann Jenkins	​	77,501,149	​	1,783,155	​	57,425	​	3,264,522
Oleg Khaykin	​	79,235,424	​	45,573	​	60,732	​	3,264,522
Ernest E. Maddock	​	78,652,427	​	628,008	​	61,294	​	3,264,522
Avid Modjtabai	​	76,980,786	​	2,276,458	​	84,485	​	3,264,522
Adalio T. Sanchez	​	77,602,407	​	1,652,994	​	86,328	​	3,264,522

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2.	The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes:
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For	​	Against	​	Abstain	​	Non-Votes
76,708,759	​	2,320,419	​	312,551	​	3,264,522

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3.	The shareholders ratified the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending June 28, 2025.
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For	​	Against	​	Abstain
79,269,633	​	3,160,000	​	176,618

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Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

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Exhibit Number		Description
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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SIGNATURES

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.

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Date: November 25, 2024	​	AVNET, INC.
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​	​	By:	​	/s/ Kenneth A. Jacobson
​	​	​	​	Name: Kenneth A. Jacobson
​	​	​	​	Title: Chief Financial Officer
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