Monitor the outcome of the special meeting threshold proposals (25% board vs 10% shareholder) — a high vote for the 10% threshold could signal shareholder activism pressure. The strong FY2026 financials and 92.5% say-on-pay support suggest no near-term governance disruption.
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Executive Summary
Avnet's 2026 definitive proxy statement discloses strong FY2026 financial results with sales up 24.5% YoY to $27.6B, adjusted operating income up 38% to $860.9M, and adjusted diluted EPS up 65% to $5.67. The say-on-pay proposal received 92.5% support last year, and the board recommends approval again. Key governance items include a board proposal for a 25% special meeting threshold (FOR) and a shareholder proposal for a 10% threshold (AGAINST). All 10 director nominees are standing for re-election, with 9 of 10 independent.
Key Facts
- FY2026 sales: $27,632.7M, up 24.47% from $22,200.8M in FY2025
- FY2026 adjusted operating income: $860.9M, up 37.96% from $624.0M
- FY2026 adjusted diluted EPS: $5.67, up 65.08% from $3.44
- FY2026 GAAP diluted EPS: $4.01, up 45.87% from $2.75
- CEO total compensation for FY2026: $11,980,898 (salary $1.2M, stock awards $7.97M, non-equity incentive $2.71M)
- CEO pay ratio: 250:1 (median employee pay $47,977)
- Last say-on-pay vote: 92.5% support
- Board recommends FOR proposals 1-4, AGAINST proposal 5 (10% special meeting threshold)
- Annual meeting: November 20, 2026; record date September 21, 2026; 82,232,857 shares outstanding
- Auditor change: PwC replacing KPMG for FY2027; FY2026 audit fees $3.92M
Financial Impact
Strong operational performance: sales +24.5%, adjusted operating income +38%, adjusted EPS +65% YoY. Annual cash incentive payout at 140.98% of target for all NEOs.
Risk Factors
- Shareholder proposal for 10% special meeting threshold could gain traction despite board opposition
- CEO pay ratio of 250:1 may attract scrutiny from ESG-focused investors
- Auditor transition from KPMG to PwC carries integration risk
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001104659-26-114038 |
| Document: 0001104659-26-114038-index-headers.html | 0001104659-26-114038 |
| Document: 0001104659-26-114038-index.html | 0001104659-26-114038 |
| Document: 0001104659-26-114038.txt | 0001104659-26-114038 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | Institutional Cluster | $88.08 | awaiting T+20 | — | $89.65 (+1.78%) |
Oct 15, 2026 11d ago | 8-K | $90.03 | awaiting T+20 | — | $89.65 (−0.42%) |
Oct 6, 2026 20d ago | DEFA14A | $102.53 | awaiting T+20 | — | $89.65 (−12.56%) |
Oct 6, 2026 20d ago | DEF 14A | $102.53 | awaiting T+20 | — | $89.65 (−12.56%) |
Aug 26, 2026 8w ago | Institutional Cluster | $91.52 $100.91 | ▲ +10.27% | ▲ +10.77% | $89.65 (−2.04%) |
Aug 21, 2026 9w ago | Insider Cluster | $86.26 $98.25 | ▲ +13.90% | ▲ +12.60% | $89.65 (+3.93%) |
Aug 14, 2026 10w ago | S-3ASR | $95.71 $92.34 | ▼ −3.52% | ▼ −1.53% | $89.65 (−6.33%) |
Aug 5, 2026 11w ago | 8-K | $97.22 $89.99 | ▼ −7.44% | ▼ −6.84% | $89.65 (−7.79%) |
Apr 29, 2026 25w ago | 8-K | $81.53 $87.06 | ▲ +6.78% | ▲ +1.32% | $89.65 (+9.96%) |
US Market Status
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