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 9, 2014 |
AVNET, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
New York | 1-4224 | 11-1890605 |
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
2211 South 47th Street, Phoenix, Arizona | 85034 | |
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
Registrants telephone number, including area code: | 480-643-2000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2014, the Board of Directors of Avnet, Inc. (the "Company") appointed William J. Amelio, president, chief executive officer and director of CHC Group Ltd., to serve as a director of the Company, effective immediately. Mr. Amelio will serve on the Compensation and Corporate Governance Committees. There is no arrangement or understanding with any person pursuant to which Mr. Amelio was selected as a director. Mr. Amelio’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, which is described under the heading "Director Compensation" in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 26, 2013. The Company issued a press release announcing the appointment of Mr. Amelio, which is attached hereto as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2014, the Board of Directors approved revisions to the Company’s By-laws (the "By-laws"), effective immediately, to implement a majority vote standard for the election of directors in uncontested elections, coupled with a director resignation policy for those directors who do not receive a majority vote. A copy of the By-laws as amended through May 9, 2014, is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
3.1 By-laws of the Company as amended through May 9, 2014
99.1 Press release dated May 12, 2014
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.
AVNET, INC. | ||||
May 12, 2014 | By: |
/s/ Kevin Moriarty
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Name: Kevin Moriarty | ||||
Title: Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No.
Description
By-laws of the Company as amended through May 9, 2014
Press release dated May 12, 2014
Exhibit 3.1
BY-LAWS
of
AVNET, INC.
As amended through May 9, 2014
BY-LAWS OF AVNET, INC.
TABLE OF CONTENTS
Article I
Page
Article II
Article III
Article IV
Article V
Article VI
BY-LAWS
OF
AVNET, INC
ARTICLE I
Shareholders
Section 1.1.
Annual Meeting
. A meeting of shareholders shall be held annually for the
election of directors at such date and time as may be designated by the Board of Directors. Any
other proper business may be transacted at the annual meeting.
Section 1.2.
Special Meetings
. Special meetings of the shareholders may be called by a
majority of the Board of Directors or by the Chairman of the Board, to be held at such date and
time as may be stated in the notice of the meeting. At any special meeting only such business may
be transacted which is related to the purpose or purposes set forth in the notice of such special
meeting given pursuant to Section 1.4 of these by-laws.
Section 1.3.
Place of Meetings
. Meetings of shareholders shall be held at such place within
or without the State of New York as may be fixed by the Board of Directors. If no place is so
fixed, such meetings shall be held at the principal executive office of the Corporation in the
United States.
Section 1.4.
Notice of Meetings
. Written or electronic notice of each meeting of shareholders
shall be given stating the place, date and hour of the meeting. Notice of a special meeting of
shareholders shall indicate that it is being issued by or at the direction of the person or persons
calling the meeting and shall state the purpose or purposes for which the meeting is called. If,
at any meeting of shareholders, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling the requirements of Section 623 of the New York Business Corporation Law to
receive payment for their shares, the notice of such meeting shall include a statement of that
purpose and to that effect and shall be accompanied by a copy of Section 623 or any successor
statute then in effect or an outline of its material terms. Notice of any meeting of shareholders
shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the
meeting, or shall be given by third class mail not fewer than twenty-four (24) nor more than sixty
(60) days before the date of the meeting, to each shareholder entitled to vote at such meeting. If
mailed, such notice shall be deemed given when deposited in the United States mail, with postage
thereon prepaid, directed to the shareholder at the shareholders address as it appears on the
record of shareholders, or, if the shareholder shall have filed with the Secretary of the
Corporation a request that notices to the shareholder be mailed to some other address, then
directed to the shareholder at such other address. If transmitted electronically, such notice
shall be deemed given when directed to the shareholders electronic mail address as supplied by the
shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the
shareholders authorization or instructions. When a meeting of shareholders is adjourned to
another time or place, it shall not be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be transacted that might have
been transacted on the original date of the meeting. However, if after the adjournment the Board
of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record on the new record date entitled to notice under this
Section 1.4.
Section 1.5.
Waiver of Notice
. Notice of meeting need not be given to any shareholder who
submits a written or electronic waiver of notice whether before or after the meeting. If written,
the waiver must be executed by the shareholder or the shareholders authorized officer, director,
employee or agent by signing such waiver or causing his or her signature to be affixed to such
waiver by any reasonable means, including but not limited to facsimile signature. If electronic,
the transmission of the waiver must either set forth or be submitted with information from which it
can reasonably be determined that the transmission was authorized by the shareholder. The
attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice
by such shareholder.
Section 1.6.
Inspectors
. The Board of Directors shall appoint one or more inspectors to act
at a meeting of shareholders or any adjournment thereof and make a written report thereof. The
Board may designate one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate has been appointed, or if such persons are unable to act at
the meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality
and according to the best of his or her ability. The inspectors shall determine the number of
shares outstanding and the voting power of each, the shares represented at the meeting, the
existence of a quorum and the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders. On request of the
person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. The date and time (which need not be a particular time of
day) of the opening and the closing of the polls for each matter upon which the shareholders will
vote at a meeting shall be announced by the person presiding at the meeting at the beginning of the
meeting and, if no date and time is so announced, the polls shall close at the end of the meeting,
including any adjournment thereof. Except as otherwise required by the New York Business
Corporation Law, no ballot, proxies or consents, nor any revocation thereof or changes thereto,
shall be accepted by the inspectors after the closing of polls.
Section 1.7.
List of Shareholders at Meetings
. A list of shareholders as of the record date,
certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at
any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the
right to vote at any meeting is challenged, the inspectors, or person presiding thereat, shall
require such list of shareholders to be produced as evidence of the right of the persons challenged
to vote at such meeting, and all persons who appear from such list to be shareholders entitled to
vote thereat may vote at such meeting.
Section 1.8.
Qualification of Voters
. Every shareholder of record shall be entitled at every
meeting of shareholders to one vote for every share standing in his, her or its name on the record
of shareholders, unless otherwise provided in the certificate of incorporation. Treasury shares
and shares held by another domestic or foreign corporation of any type or kind, if a majority of
the shares entitled to vote in the election of directors of such other corporation is held by the
Corporation, shall not be shares entitled to vote or to be counted in determining the total number
of outstanding shares. Shares held by an administrator, executor, guardian, conservator, committee
or other fiduciary, except a trustee, may be voted by him, her or it, either in person or by proxy,
without transfer of such shares into his, her or its name. Shares held by a trustee may be voted
by him, her or it, either in person or by proxy, only after the shares have been transferred into
his, her or its name as trustee or into the name of his, her or its nominee. Shares standing in
the name of another domestic or foreign corporation of any type or kind may be voted by such
officer, agent or proxy as the by-laws of such corporation may provide, or, in the absence of such
provision, as the board of directors of such corporation may determine. A shareholder shall not
sell his, her or its vote or issue a proxy to vote to any person for any sum of money or anything
of value except as permitted by law.
Section 1.9.
Quorum of Shareholders
. Unless a greater quorum is required by law or by the
certificate of incorporation or these by-laws, the holders of a majority of the votes of shares
entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction
of any business, provided that when a specified item of business is required to be voted on by a
particular class or series of shares, voting as a class, the holders of a majority of the votes of
shares of such class or series shall constitute a quorum for the transaction of such specified item
of business. When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders. The shareholders present in person or by proxy and
entitled to vote may, by a majority of the votes cast, adjourn the meeting despite the absence of a
quorum.
Section 1.10.
Proxies
. Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or persons to act for
him, her or it by proxy. No proxy shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law. The authority of
the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder
who executed the proxy unless, before the authority is exercised, written notice of an adjudication
of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Without limiting the manner in which a shareholder may authorize another person or persons to
act for him, her or it as proxy, the following shall constitute a valid means by which a
shareholder may grant such authority:
(1) A shareholder may execute a writing authorizing another person or persons to act
for the shareholder as proxy. Execution may be accomplished by the shareholder or the
shareholders authorized officer, director, employee or agent signing such writing or
causing his or her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature.
(2) A shareholder may authorize another person or persons to act for the shareholder
as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other
means of electronic transmission to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like agent duly authorized by
the person who will be the holder of the proxy to receive such transmission, provided that
any such telegram, cablegram or other means of electronic transmission must either set forth
or be submitted with information from which it can be reasonably determined that the
telegram, cablegram or other electronic transmission was authorized by the shareholder. If
it is determined that such telegrams, cablegrams or other electronic transmissions are
valid, the inspectors shall specify the nature of the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this Section 1.10 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
Section 1.11.
Vote of Shareholders
. (a) Directors shall be elected to the Board by a Majority
Vote, unless the certificate of incorporation provides otherwise or unless the election involves a
Contested Election. For purposes of these by-laws, a Majority Vote means that the number of
votes cast in favor of a nominee exceed the number of votes cast against that nominees election.
Abstentions and broker non-votes, if any, although counted for quorum purposes, will not count as a
vote cast with respect to that nominee. Directors shall be elected by a plurality of the votes
cast in any Contested Election. For purposes of these by-laws, a Contested Election means an
election of directors (i) for which the Secretary of the Corporation has received a notice that a
shareholder has nominated a person for election to the Board of Directors in compliance with
Section 1.14 of Article I of these by-laws, (ii) where such nomination would cause the number of
nominees to exceed the number of open board seats and (iii) where such nomination has not been
withdrawn at least fourteen (14) days prior to the date the Corporation first mails the notice of
meeting for such meeting to shareholders.
(b) Whenever any corporate action, other than the election of directors, is to be taken by
vote of the shareholders, it shall, except as otherwise required by law or by the certificate of
incorporation or by the specific provisions of a by-law adopted by the shareholders, be authorized
by a majority of the votes cast in favor of or against such action at a meeting of shareholders by
the holders of shares entitled to vote thereon. Except as otherwise provided in the certificate of
incorporation or the specific provision of a by-law adopted by the shareholders, an abstention
shall not constitute a vote cast.
Section 1.12.
Written Consent of Shareholders
. Whenever shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all outstanding shares
entitled to vote thereon. Written consent thus given by the holders of all outstanding shares
shall have the same effect as a unanimous vote of shareholders.
Section 1.13.
Fixing Record Date
. For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date as the record date
for any such determination of shareholders. Such date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any
other action. If no record date is fixed: (1) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if no notice is given, the
day on which the meeting is held; and (2) the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the resolution of the Board of
Directors relating thereto is adopted. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 1.14.
Advance Notice of Shareholder Nominees for Director and Other Shareholder
Proposals
. (a) The matters to be considered and brought before any annual or special meeting of
shareholders of the Corporation shall be limited to only such matters, including the nomination and
election of directors, as shall be brought properly before such meeting in compliance with the
procedures set forth in this Section 1.14.
(b) For any matter to be properly brought before any annual meeting of shareholders, the
matter must be (i) specified in the notice of annual meeting given by or at the direction of the
Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the
Board of Directors or (iii) brought before the annual meeting in the manner specified in this
Section 1.14(b) by a shareholder of record entitled to vote at the annual meeting of shareholders
on such matter or a person (a Nominee Holder) that holds voting securities entitled to vote at
such meeting through a nominee or street name holder of record and can demonstrate to the
Corporation such indirect ownership and such Nominee Holders entitlement to vote such securities
at the annual meeting on such matter. In addition to any other requirements under applicable law
and the certificate of incorporation and by-laws of the Corporation, persons nominated by
shareholders for election as directors of the Corporation and any other proposals by shareholders
shall be properly brought before the meeting only if notice of any such matter to be presented by a
shareholder at such meeting of shareholders (the Shareholder Notice) shall be delivered to the
Secretary of the Corporation at the principal executive office of the Corporation not less than one
hundred and twenty (120) nor more than one hundred and fifty (150) days prior to the first
anniversary of the date the Corporations proxy statement was released to shareholders in
connection with the annual meeting for the preceding year;
provided, however
, that if and only if
the annual meeting is not scheduled to be held within a period that commences thirty (30) days
before the anniversary date of the annual meeting for the preceding year and ends thirty (30) days
after such anniversary date (an annual meeting date outside such period being referred to herein as
an Other Meeting Date), such Shareholder Notice shall be delivered in the manner provided herein
by the later of the close of business on (i) the date one hundred and twenty (120) days prior to
such Other Meeting Date or (ii) the tenth day following the date such Other Annual Meeting Date is
first publicly announced or disclosed. To be in proper written form, such Shareholder Notice shall
set forth in writing as to each matter the shareholder proposes to bring before the meeting of
shareholders, (i) a brief description of the business proposed to be brought before the annual
meeting of shareholders and of the reasons for bringing such business before the meeting (including
the text of any resolutions or amendments proposed for consideration), (ii) the name and record
address of the shareholder proposing such business, (iii) as to the shareholder giving the notice,
(A) the class, series and number of all shares of the Corporation that are owned of record or
beneficially by such shareholder and its affiliates or associates, (B) the name of each nominee
holder of shares owned beneficially but not of record by such shareholder and the number of shares
of the Corporation held by each such nominee holder, (C) whether and the extent to which any
derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been
entered into by or on behalf of such shareholder or any of its affiliates or associates with
respect to the shares of the Corporation, (D) whether any other transaction, agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares) has been made
by or on behalf of such shareholder or any of its affiliates or associates, the effect or intent of
which is to mitigate loss to, or to manage risk or benefit of share price changes for, such
shareholder or any of its affiliates or associates or to increase or decrease the voting power or
pecuniary or economic interest of such shareholder or any of its affiliates or associates with
respect to the shares of the Corporation, and (E) a representation that such shareholder will
notify the Corporation in writing of the information required in clauses (A) through (D), in each
case as in effect as of the record date for the meeting, within five business days following the
later of the record date or the date notice of the record date is first publicly disclosed, (iv)
any material interest of the shareholder in such business and (v) such other information relating
to the proposal or nomination that is required to be disclosed in solicitations pursuant to the
Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of
the Securities and Exchange Commission or other applicable law.
To be eligible to be a nominee for election or reelection as a director of the Corporation
pursuant to this Section 1.14, the nominee must deliver (in accordance with the time periods
prescribed for delivery of notice under this Section 1.14) to the Secretary at the principal
executive offices of the Corporation a written questionnaire with respect to the background and
qualification of such nominee and the background of any other person or entity on whose behalf the
nomination is being made (which questionnaire shall be provided by the Secretary upon written
request) and a written representation and agreement (in the form provided by the Secretary upon
written request) that such person (i) consents to serve as a director of the Corporation if elected
(ii) is not and will not become a party to (A) any agreement, arrangement or understanding with,
and has not given any commitment or assurance to, any person or entity as to how such person, if
elected as a director of the Corporation, will act or vote on any issue or question (a Voting
Commitment) that has not been disclosed to the Corporation or (B) any Voting Commitment that could
limit or interfere with such persons ability to comply, if elected as a director of the
Corporation, with such persons fiduciary duties under applicable law, (iii) is not and will not
become a party to any agreement, arrangement or understanding with any person or entity other than
the Corporation with respect to any direct or indirect compensation, reimbursement or
indemnification in connection with service or action as a director that has not been disclosed
therein, and (iv) in such persons individual capacity and on behalf of any person or entity on
whose behalf the nomination is being made, would be in compliance, if elected as a director of the
Corporation, and will comply with, applicable law and all applicable publicly disclosed corporate
governance, conflict of interest, corporate opportunities, confidentiality and stock ownership and
trading policies and guidelines of the Corporation.
Notwithstanding anything in this Section 1.14(b) to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation at the next annual meeting
is increased and either all of the nominees for director at the next annual meeting or the size of
the increased Board of Directors is not publicly announced or disclosed by the Corporation at least
one hundred (100) days prior to the first anniversary of the preceding years annual meeting, a
Shareholder Notice shall also be considered timely hereunder, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than the close of
business on the tenth day following the first date all of such nominees or the size of the
increased Board of Directors shall have been publicly announced or disclosed.
(c) At any special meeting of shareholders only such business may be transacted which is
related to the purpose or purposes set forth in the notice of such meeting given pursuant to
Section 1.4 of the by-laws. In the event that the Corporation calls a special meeting of
shareholders for the purpose of electing one or more directors to the Board of Directors, any
shareholder may nominate a person or persons (as the case may be) for election to such positions(s)
as specified in the Corporations notice of meeting, if the documentation required by Section
1.14(b) hereof shall be delivered to the Secretary of the Corporation at the principal executive
office of the Corporation not later than the close of business on the tenth day following the day
on which the date of the special meeting and either the names of the nominees proposed by the Board
of Directors to be elected at such meeting or the number of directors to be elected is publicly
announced or disclosed.
(d) For purposes of this Section 1.14, a matter shall be deemed to have been publicly
announced or disclosed if such matter is disclosed in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news or wire service or in a document
publicly filed or furnished by the Corporation with the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting or special meeting or the
postponement of any meeting that does not require a change in the record date for such meeting, or
any announcement thereof, commence a new period for the giving of notice as provided in this
Section 1.14. This Section 1.14 shall not apply to (i) shareholder proposals made pursuant to and
in compliance with Rule 14a-8 under the Exchange Act or (ii) the election of directors selected by
or pursuant to any applicable provisions of the certificate of incorporation relating to the rights
of the holders of any class or series of preferred stock to elect directors under specified
circumstances.
(f) The person presiding at any meeting of shareholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall have the power and duty
to determine whether notice of nominees and other matters proposed to be brought before a meeting
has been duly given in the manner provided in this Section 1.14 and, if not so given, shall direct
and declare at the meeting that such nominees and other matters are out of order and shall not be
considered.
Section 1.15.
Organization
. Meetings of shareholders shall be presided over by the Chairman
of the Board, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if
any, or in the absence of the Vice Chairman of the Board by the President, if any, or in the
absence of the President by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary,
shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant
Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.
The order of business at each such meeting shall be as determined by the chairman of the meeting.
The chairman of the meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions or comments on the
affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the polls.
ARTICLE II
Board of Directors
Section 2.1.
Power of Board and Qualification of Directors
. The business of the Corporation
shall be managed under the direction of the Board of Directors. Each director shall be at least
eighteen years of age.
Section 2.2.
Number of Directors
. The Board of Directors shall consist of three or more
members. Subject to such limitation, the number of directors constituting the Board shall be fixed
from time to time by a majority of the total number of directors which the Corporation would have,
prior to any increase or decrease, if there were no vacancies, provided that no decrease shall
shorten the term of any incumbent director.
Section 2.3.
Election and Term of Directors
. (a) Each director shall hold office until the
annual meeting of the shareholders which shall be held next after the election of such director and
until a successor shall have been duly elected and qualified, or until death, or until the director
shall have resigned.
(b) In an election that is not a Contested Election, any incumbent nominee for director who
does not receive a Majority Vote shall promptly tender his or her resignation after such election.
The independent directors of the Board, giving due consideration to the best interests of the
Corporation and its shareholders, shall evaluate the relevant facts and circumstances, and shall
make a decision, within ninety (90) days after the election, on whether to accept the tendered
resignation. Any director who tenders a resignation pursuant to this provision shall not
participate in the Boards decision. If an incumbent nominee directors resignation is not
accepted, that director accepted by the Board of Directors, that director shall continue to serve
in accordance with Section 2.3(a) of these by-laws. The Board will promptly disclose publicly its
decision and, if applicable, the reasons for rejecting the tendered resignation.
Section 2.4.
Quorum of Directors and Action by the Board
. Unless a greater proportion is
required by law or by the certificate of incorporation, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business or of any specified item of business.
Except as otherwise provided by law or the certificate of incorporation or these by-laws, the vote
of a majority of the directors present at a meeting at the time of such vote, if a quorum is then
present, shall be the act of the Board. Any action required or permitted to be taken by the Board
of Directors may be taken without a meeting if all members of the Board consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written consents by the
members of the Board shall be filed with the minutes of the proceedings of the Board. Except as
otherwise provided by law, all corporate action to be taken by the Board of Directors shall be
taken at a meeting of the Board or by unanimous written consent. Any one or more members of the
Board of Directors may participate in a meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the meeting to hear each
other at the same time, and participation by such means shall constitute presence in person at such
meeting.
Section 2.5.
Meetings of the Board
. An annual meeting of the Board of Directors shall be held
in each year as soon as practicable after the annual meeting of shareholders. Regular meetings of
the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board
may be held at any time whenever called by the Chairman of the Board or any two directors.
Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for
annual and regular meetings and in the notice of meeting for special meetings. No notice need be
given of annual or regular meetings of the Board of Directors. Notice of each special meeting of
the Board shall be given to each director either by mail not later than noon, New York time, on the
fifth business day prior to the meeting or by facsimile transmission, electronic mail or by hand
delivery to the director not later than noon, New York time, on the day prior to the meeting.
Notices shall be deemed to have been given by mail when deposited in the United States mail, by
facsimile transmission or electronic mail upon confirmation of receipt, and by hand delivery at the
time of delivery by the messenger. Notices by mail, facsimile transmission, electronic mail or
hand delivery shall be sent to each director at the address, facsimile number or electronic mail
address designated by him or her for that purpose, or, if none has been so designated, at his or
her last known residence or business address. Notice of a meeting of the Board of Directors need
not be given to any director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the
lack of notice to him or her. A notice or waiver of notice need not specify the purpose of any
meeting of the Board of Directors. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting
to another time or place shall be given in the manner described above to the directors who were not
present at the time of the adjournment and, unless such time and place are announced at the
meeting, to the other directors.
Section 2.6.
Removal of Directors
. Any or all of the directors may be removed with or without
cause as provided in Article IX of the certificate of incorporation.
Section 2.7.
Newly Created Directorships and Vacancies
. Newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board of Directors for
any reason, except the removal of directors without cause, may be filled by vote of the Board. If
the number of directors then in office is less than a quorum, such newly created directorships and
vacancies may be filled by vote of a majority of the directors then in office. A director elected
to fill a vacancy, unless elected by the shareholders, shall hold office until the next meeting of
shareholders at which the election of directors is in the regular order of business, and until his
or her successor has been elected and qualified.
Section 2.8.
Compensation of Directors
. Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board, a fixed annual fee, and/or a fixed fee
per meeting attended, stock-based compensation and expenses of attendance, if any, may be allowed
to those directors who are not officers or employees of the Corporation or any of its subsidiaries;
provided that nothing herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees of the Board of Directors, whether or not officers and employees of the
Corporation or its subsidiaries, may be allowed additional compensation of the same type in such
manner and amount as the Board of Directors shall fix.
Section 2.9.
Directors Emeritus
. The Board of Directors may, by resolution or resolutions
passed by a majority of the entire Board, appoint any former non-employee director to be a Director
Emeritus and to remain so at the pleasure of the Board until such Director would otherwise retire
pursuant to the mandatory retirement policy of the Board. Directors Emeritus may be invited to
attend meetings of the Board or any committee of the Board and to participate in discussions at
such meetings but shall not be entitled to vote or to serve as a member of the Board or any
committee thereof. Directors Emeritus shall not be entitled to receive annual fees, meeting fees
or stock-based compensation.
ARTICLE III
Executive and Other Committees
Section 3.1.
Executive and Other Committees of Directors
. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate from among its members an
executive committee and other committees, each consisting of one or more directors, and each of
which, to the extent provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority as to (1) the submission to shareholders of any action
that needs shareholders approval under applicable law; (2) the filling of vacancies in the Board
or in any committee thereof; (3) the fixing of compensation of the directors for serving on the
Board or on any committee thereof, (4) the amendment or repeal of the by-laws, or the adoption of
new by-laws, or (5) the amendment or repeal of any resolution of the Board which, by its terms,
shall not be so amendable or repealable. The Board may designate one or more directors as
alternate members of any such committee who may replace any absent or disqualified member or
members at any meeting of such committee. Unless the Board of Directors otherwise provides, each
committee designated by the Board may adopt, amend and repeal rules for the conduct of its
business. In the absence of a provision by the Board or a provision in the rules of such committee
to the contrary, a majority of the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of a majority of the members present
at a meeting at the time of such vote if a quorum is then present or the unanimous written consent
of all members thereof shall be the act of such committee, any one or more members of such
committee may participate in a meeting of such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the meeting to hear each
other at the same time and participation by such means shall constitute presence in person at such
meeting, and in other respects each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article II of these by-laws. Each such
committee shall serve at the pleasure of the Board of Directors.
Section 3.2.
Additional Committees.
The Board of Directors shall establish a Compensation
Committee, an Audit Committee and a Corporate Governance Committee, each of such Committees
consisting of independent directors qualified for service thereon in accordance with all laws,
regulations and stock exchange rules applicable to the Corporation. Each Committee shall prepare
and recommend to the Board of Directors for adoption a charter which shall establish the duties and
responsibilities of the Committee. The Board of Directors may establish from time to time such
other committees as it deems appropriate.
ARTICLE IV
Officers
Section 4.1.
Officers
. As soon as practicable after the annual meeting of shareholders in
each year, the Board of Directors shall elect a Chairman of the Board, a Chief Executive Officer, a
Secretary, a Chief Financial Officer and a Controller, and it may, if it so determines, elect or
appoint from among its members one or more Vice Chairmen of the Board. The Board may also elect or
appoint a President, a Treasurer or one or more Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Assistant Controllers and may give any of them such further designations or alternate titles as it
considers desirable. Any two or more offices may be held by the same person.
Section 4.2.
Term of Office; Resignation; Removal; Vacancies
. Except as otherwise provided in
the resolution of the Board of Directors electing or appointing any officer, all officers shall be
elected to hold office until the meeting of the Board of Directors following the next succeeding
annual meeting of shareholders or until his or her death, resignation or removal, whichever is
sooner. Any officer may resign at any time by giving written notice to the Board of Directors or
to the Chairman of the Board, Chief Executive Officer or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and unless otherwise specified therein
no acceptance of such resignation shall be necessary to make it effective. Any officer may be
removed by the Board, with or without cause, at any time. Removal of an officer without cause
shall be without prejudice to his or her contract rights, if any, with the Corporation, but the
election or appointment of an officer shall not of itself create contract rights. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the Board.
Section 4.3.
The Chairman of the Board
. The Chairman of the Board shall preside at all
meetings of the Board of Directors and of the shareholders at which he or she is present. He or
she shall also perform such other duties as may be assigned to him or her from time to time by the
Board of Directors. The Chairman of the Board may, but need not, be an officer or employee of the
Corporation.
Section 4.4.
Vice Chairman of the Board
. The Vice Chairman or Vice Chairmen of the Board, if
any, shall have such powers and perform such duties as may be assigned to him, her or them from
time to time by the Board of Directors or the Chairman of the Board and shall, in the absence of
the Chairman of the Board, preside at all meetings of the Board of Directors and of the
shareholders.
Section 4.5.
The Chief Executive Officer
. The Chief Executive Officer shall have general
charge, control and supervision of all the business and affairs of the Corporation, subject to the
control of the Board of Directors. He or she shall keep the Board of Directors fully informed and
shall freely consult with the Board concerning the business of the Corporation. He or she shall
have such other powers and perform such other duties as may, from time to time, be specified by the
Board of Directors.
Section 4.6.
The President
. The President, if any, may be Chief Executive Officer if so
designated by the Board of Directors. If not, he or she shall have such powers and perform such
duties as are prescribed by the Chief Executive Officer or by the Board of Directors, and, in the
absence or disability of the Chief Executive Officer, he or she shall have the powers and perform
the duties of the Chief Executive Officer, except to the extent otherwise provided by these by-laws
and except insofar as such powers shall be limited by resolution of the Board of Directors.
Section 4.7.
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents
. The
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if any, shall have such
powers and perform such duties as may be assigned to them from time to time by the Board of
Directors or the Chief Executive Officer. The Executive Vice Presidents, Senior Vice Presidents
and Vice Presidents, if any, shall have authority to exercise the powers and perform the duties
required to carry on the Corporations affairs in the areas to which they are assigned when
authorized to do so by the Board of Directors or the Chief Executive Officer.
Section 4.8.
The Secretary
. The Secretary shall attend all meetings of the Board of Directors
and all meetings of the shareholders and shall record all votes and the minutes of all proceedings
in a book to be kept for that purpose. He or she shall give or cause to be given notice of all
meetings of shareholders and special meetings of the Board of Directors and shall perform such
other duties as may be assigned to him or her from time to time by the Board of Directors or the
Chairman of the Board. He or she shall keep in safe custody the seal of the Corporation and may
affix it to any instrument the execution of which, on behalf of the Corporation, is duly
authorized. Assistant Secretaries, if appointed, shall perform such duties as the Secretary or the
Board of Directors may delegate to them. In the absence of the Secretary or an Assistant
Secretary, the seal of the Corporation may be affixed by any other officer to any instrument the
execution of which, on behalf of the Corporation, is duly authorized.
Section 4.9.
The Chief Financial Officer
. The Chief Financial Officer shall have principal
responsibility for financial matters of the Corporation and shall perform such other duties as the
Chairman of the Board or the Board of Directors may prescribe. The Chief Financial Officer shall
have the authority to sign all filings of the Corporation with the Securities and Exchange
Commission made pursuant to the Securities Act of 1933 and the Exchange Act requiring the signature
of the principal financial officer. In the absence of a Treasurer or a Controller, the Chief
Financial Officer shall be responsible for carrying out the duties of the Treasurer or the
Controller, as the case may be.
Section 4.10.
The Treasurer
. The Treasurer, if any, shall have the custody of the corporate
funds and securities, shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated by the Board of
Directors or the Chief Financial Officer. He or she shall disburse the funds of the Corporation as
may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the
Chairman of the Board and to the directors at the regular meetings of the Board, or whenever they
may require it, an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation. He or she shall also perform all other duties customarily incident
to the office of Treasurer and such other duties as from time to time may be assigned to him or her
by the Chief Financial Officer, the Chief Executive Officer or the Board of Directors. He or she
shall, if required by the Board, give the Corporation a bond in such sum or sums and with such
surety or sureties as shall be satisfactory to the Board, conditioned upon the faithful performance
of his or her duties and for the restoration to the Corporation in case of his or her death,
resignation, retirement or removal from office of all books, papers, vouchers, money and other
property of whatever kind in his or her possession, or under his or her control belonging to the
Corporation. Assistant Treasurers, if appointed by the Board of Directors, shall perform such
duties as the Treasurer or the Board of Directors may prescribe.
Section 4.11.
Controller
. The Controller, shall maintain adequate records of all assets,
liabilities and transactions of the Corporation, shall see that adequate audits thereof are
currently and regularly made and, in conjunction with other officers and department heads, shall
initiate and enforce measures and procedures whereby the business of the Corporation shall be
conducted with the maximum safety, efficiency and economy. He or she shall have the authority to
exercise such other powers, and perform such other duties, as may be assigned to him or her from
time to time by the Chief Financial Officer, the Chief Executive Officer or the Board of Directors.
ARTICLE V
Forms of Certificates and Loss and Transfer of Shares
Section 5.1.
Forms of Share Certificates
. The shares of the Corporation shall be represented
by certificates or shall be uncertificated shares. The certificate, if any, shall be in such forms
as the Board of Directors may prescribe, signed by the Chairman or a Vice Chairman of the Board or
the President or an Executive Vice President, Senior Vice President or a Vice President, and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed
with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or its employee. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation with the same effect
as if he or she were such officer at the date of issue. Each certificate representing shares
issued by the Corporation shall set forth upon the face or back of the certificate, or shall state
that the Corporation will furnish to any shareholder upon request and without charge, a full
statement of the designation, relative rights, preferences and limitations of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any class of preferred
shares in series, the designation, relative rights, preferences and limitations of each such series
so far as the same have been fixed and the authority of the Board of Directors to designate and fix
the relative rights, preferences and limitations of other series. Each certificate representing
shares shall state upon the face thereof (1) that the Corporation is formed under the laws of the
State of New York; (2) the name of the person or person to whom issued; and (3) the number and
class of shares, and the designation of the series, if any, which such certificate represents.
Section 5.2.
Transfers of Shares
. Transfers of stock shall be made upon the books of the
Corporation: (1) upon presentation of the certificates by the registered holder in person or by
duly authorized attorney, or upon presentation of proper evidence of succession, assignment or
authority to transfer the stock, and upon surrender of the appropriate certificate(s), or (2) in
the case of uncertificated shares, upon receipt of proper transfer instructions from the registered
owner of such uncertificated shares, or from a duly authorized attorney or from an individual
presenting proper evidence of succession, assignment or authority to transfer the stock.
Section 5.3.
Lost, Stolen or Destroyed Share Certificates
. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued by it, alleged to have been
lost or destroyed, and the Board of Directors may require the owner of the lost or destroyed
certificate, or such owners legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate or the issuance of any such new certificate.
ARTICLE VI
Other Matters
Section 6.1.
Corporate Seal
. The Board of Directors may adopt a corporate seal, alter such
seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or
impressed or reproduced in any other manner.
Section 6.2.
Fiscal Year
. The fiscal year of the Corporation shall end on the Saturday
closest to June 30 in each year, and the first day of the subsequent fiscal year shall begin on the
day next following the last day of the previous fiscal year.
Section 6.3.
When Notice or Lapse of Time Unnecessary
. Whenever for any reason the
Corporation or the Board of Directors or any committee thereof is authorized to take any action
after notice to any person or persons or after the lapse of a prescribed period of time, such
action may be taken without notice and without the lapse of such period of time if at any time
before or after such action is completed the person or persons entitled to such notice or entitled
to participate in the action to be taken or, in the case of a shareholder, his or her
attorney-in-fact, submit a signed waiver of notice of such requirements.
Section 6.4.
Books to be Kept
. The Corporation shall keep (a) correct and complete books and
records of account, (b) minutes of the proceedings of the shareholders, Board of Directors and its
executive committee, if any, and (c) a current list of the directors and officers; and the
Corporation shall also keep at the office of its transfer agent or registrar in the State of New
York a record containing the names and addresses of all shareholders, the number and class of
shares held by each and the dates when they respectively became the owners of record thereof. Any
of the foregoing books, minutes or records may be in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 6.5.
Interest of Directors and Officers in Transactions
. No contract or other
transaction between the Corporation and one or more of its directors, or between the Corporation
and any other corporation, firm, association or other entity in which one or more of its directors
are directors or officers, or have a substantial financial interest, shall be either void or
voidable for this reason alone or by reason alone that such director or directors are present at
the meeting of the Board of Directors, or of a committee thereof, which approves such contract or
transaction, or that his, her or their votes are counted for such purpose:
(1) If the material facts as to such directors interest in such contract or
transaction and as to any such common directorship, officership or financial interest are
disclosed in good faith or known to the Board of Directors or a committee thereof, and the
Board or committee approves such contract or transaction by a vote sufficient for such
purpose without counting the vote of such interested director or, if the votes of the
disinterested directors are insufficient to constitute an act of the Board under Section 2.4
of these by-laws, by unanimous vote of the disinterested directors; or
(2) If the material facts as to such directors interest in such contract or
transaction and as to any such common directorship, officership or financial interest are
disclosed in good faith or known to the shareholders entitled to vote thereon, and such
contract or transaction is approved by vote of such shareholders.
If a contract or other transaction between the Corporation and one or more of its directors, or
between the Corporation and any other corporation, firm, association or other entity in which one
or more of its directors are directors or officers, or have a substantial financial interest, is
not approved as provided above, the Corporation may avoid the contract or transaction unless the
party or parties thereto shall establish affirmatively that the contract or transaction was fair
and reasonable as to the Corporation at the time it was approved by the Board, a committee or the
shareholders.
Section 6.6.
Indemnification of Directors and Officers.
The Corporation shall indemnify to
the full extent permitted by law any person made or threatened to be made a party to any action or
proceeding, whether civil, criminal, administrative or investigative, including an action by or in
the right of any other enterprise which any director or officer of the Corporation served in any
capacity, by reason of the fact that such person or such persons testator or intestate is or was a
director or officer of the Corporation or serves or served such other enterprise in any capacity at
the request of the Corporation. Expenses incurred by any such person in defending any such action
or proceeding shall be paid or reimbursed by the Corporation in advance of the final disposition of
such action or proceeding promptly upon receipt by it of an undertaking by or on behalf of such
person to repay such expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation. The rights provided to any person by this by-law shall be
enforceable against the Corporation by such person who shall be presumed to have relied upon it in
serving or continuing to serve as a director or officer as provided above. No amendment of this
by-law shall impair the rights of any person arising at any time with respect to events occurring
prior to such amendment. For purposes of this by-law, the term corporation shall include any
constituent or subsidiary corporation (including any constituent of a constituent or subsidiary of
a subsidiary) absorbed by the Corporation in a consolidation or merger; the term other enterprise
shall include any corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise; service at the request of the Corporation shall include service as a director,
officer or employee of the Corporation which imposes duties on, or involves services by, such
director, officer or employee with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall
be deemed to be indemnifiable expenses; and action taken or omitted by a person with respect to an
employee benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.
Section 6.7.
Amendments
. By-laws of the Corporation may be adopted, amended or repealed by a
majority of the votes cast by the shares at the time entitled to vote in the election of any
directors. By-laws may also be adopted, amended or repealed by the Board of Directors by the vote
of a majority of the directors present at a meeting of the Board at which a quorum is present. Any
by-law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon
as herein provided.
Shareholders
Section 1.1.
1
Section 1.2.
1
Section 1.3.
1
Section 1.4.
1
Section 1.5.
2
Section 1.6.
2
Section 1.7.
2
Section 1.8.
3
Section 1.9.
3
Section 1.10.
3
Section 1.11.
4
Section 1.12.
5
Section 1.13.
5
Section 1.14.
5
Section 1.15.
8
Board of Directors
Power of Board and Qualification of Directors ..
8
Number of Directors ............................
8
Election and Term of Directors .................
9
Quorum of Directors and Action by the Board ....
9
Meetings of the Board ..........................
9
Removal of Directors ...........................
10
Newly Created Directorships and Vacancies ......
10
Compensation of Directors ......................
10
Directors Emeritus .............................
10
Executive and Other Committees
Executive and Other Committees of Directors ..
11
Additional Committees of Directors ...........
11
Officers
Section 4.1.
11
Section 4.2.
12
Section 4.3.
12
Section 4.4.
12
Section 4.5.
12
Section 4.6.
12
Section 4.7.
13
Section 4.8.
13
Section 4.9.
13
Section 4.10.
13
Section 4.11.
14
Forms of Certificates and Loss and Transfer of Shares
Forms of Share Certificates ...................
14
Transfers of Shares ...........................
14
Lost, Stolen or Destroyed Share Certificates ..
15
Other Matters
Corporate Seal ......................................
15
Fiscal Year .........................................
15
When Notice or Lapse of Time Unnecessary ............
15
Books to be Kept ....................................
15
Interest of Directors and Officers in Transactions ..
15
Indemnification of Directors and Officers ...........
16
Amendments ..........................................
17
Exhibit 99.1
Avnet, Inc. Names William J. Amelio to Its Board of Directors
PHOENIX May 12, 2014 Avnet, Inc. (NYSE: AVT ), a leading global technology distributor, announced today that William J. Amelio, chief executive officer and president of CHC Group Ltd. (NYSE: HELI), a global helicopter services provider, has been appointed to the companys board of directors. He will serve on the Compensation and Corporate Governance Committees.
Bills experience effectively managing complex global organizations, complemented by his extensive knowledge of the technology industry are excellent additions to Avnet and its board of directors, said William H. Schumann III , chairman of the board of Avnet, Inc. We welcome him and look forward to the new perspectives he brings to our organization.
Since 2010, Mr. Amelio has been the chief executive officer and president of CHC Helicopter, a leader in specialized transportation services. Previously, he served as president and chief executive officer of Lenovo Group Limited, and as senior vice president, Asia-Pacific and Japan of Dell, Inc.
Mr. Amelios board experience includes his current role as a director of CHC Helicopter and past service as an independent director for National Semiconductor Corp.
About Avnet
Avnet, Inc. (NYSE:
AVT
), a Fortune 500 company, is one of the largest distributors of
electronic components, computer products and embedded technology serving customers globally. Avnet
accelerates its partners success by connecting the worlds leading technology suppliers with a
broad base of customers by providing cost-effective, value-added services and solutions. For the
fiscal year ended June 29, 2013, Avnet generated revenue of $25.5 billion. For more information,
visit
www.avnet.com
. (AVTIR)
All company and product names may be trademarks of the respective companies with which they are associated.
Media contacts :
For more information, please contact:
Investor Relations
Vincent Keenan
Vice President, Investor Relations
Tel: +1 (480) 643-7053
Avnet, Inc.
2211 South 47th Street
Phoenix, AZ 85034