Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On November 18, 2021, Avnet, Inc. (the "Company") held its 2021 Annual Meeting of Shareholders ("Annual Meeting"). At the Annual Meeting, the shareholders approved the Avnet, Inc. 2021 Stock Compensation and Incentive Plan (the "2021 Plan"). The terms and conditions of the 2021 Plan are described in the Company's Proxy Statement filed in connection with the Annual Meeting. The 2021 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference into this Current Report.

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

The four proposals submitted to a vote of the shareholders at the Annual Meeting are described in the Company's Proxy Statement filed in connection with the Annual Meeting. As of September 20, 2021, the record date, there were a total of 99,480,085 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of the common stock entitled to vote, 93,911,658, or approximately 94.40% of the common stock, were represented in person or by proxy, which constituted a quorum under the Company's By-Laws. Set forth below is a brief description of each matter voted on at the Annual Meeting, how the votes were cast and the final voting results with respect to each such matter.





Proposal 1 - The election of eleven directors to serve on the Board of Directors
until the next annual meeting and until their successors have been elected and
qualified.



                                                                          Broker
Director Nominees             For            Against       Abstain       Non-Votes
Rodney C. Adkins            82,018,832       7,548,317       49,098       4,295,411
Carlo Bozotti               89,406,712        160,619        48,916       4,295,411
Brenda L. Freeman           82,993,221       6,575,171       47,855       4,295,411
Philip R. Gallagher         89,411,900        158,277        46,070       4,295,411
Jo Ann Jenkins              87,650,519       1,915,389       50,339       4,295,411
Oleg Khaykin                89,402,492        160,852        52,903       4,295,411
James A. Lawrence           87,268,138       2,298,354       49,755       4,295,411
Ernest E. Maddock           89,404,129        159,438        52,680       4,295,411
Avid Modjtabai              87,042,617       2,521,231       52,399       4,295,411
Adalio T. Sanchez           85,442,047       4,122,222       51,978       4,295,411
William H. Schumann III     87,644,522       1,921,652       50,073       4,295,411

The shareholders elected all eleven of the director nominees.

Proposal 2 - To approve, on an advisory basis, the compensation of the Company's named executive officers.





                                                Broker
    For            Against       Abstain       Non-Votes
  85,518,115       4,028,912       69,220       4,295,411

The shareholders approved on a non-binding advisory basis executive compensation.

Proposal 3 - To approve the 2021 Plan.





                                                Broker
    For            Against       Abstain       Non-Votes
  83,487,131       6,092,063       37,053       4,295,411

The shareholders approved the 2021 Plan.

Proposal 4 - To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending July 2, 2022.





    For           Against       Abstain
  92,868,227       931,705       111,726

The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2022.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



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



Exhibit
Number     Description

  10.1       Avnet, Inc. 2021 Stock Compensation and Incentive Plan.
104        Cover Page Interactive Data File (formatted in Inline XBRL and contained
           in Exhibit 101).

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