AVT 10-K Annual Report July 1, 2023 | Alphaminr

AVT 10-K Fiscal year ended July 1, 2023

AVNET INC
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TABLE OF CONTENTS
Part IItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 By-laws of the Company, as amended May 22, 2023 (incorporated herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 24, 2023). 4.1 Description of Registrants Securities (incorporated herein by reference to Exhibit 4.1 to the Companys Annual Report on Form 10-K filed on August 15, 2019). 4.2 Indenture dated as of June 22, 2010, between the Company and Computershare Trust Company, National Association as successor to and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of Debt Securities in one or more series (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on June 22, 2010). 4.3 Form of Officers Certificate establishing the terms of the 4.625% Notes due 2026 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 22, 2016). 4.4 Form of Officers Certificate setting forth the terms of the 3.00% Notes due 2031 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 5, 2021). 4.5 Form of Officers Certificate setting forth the terms of the 5.50% Notes due 2032 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 16, 2022). 4.6 Form of Officers Certificate setting forth the terms of the 6.25% Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 8, 2023). 10.1 Letter Agreement between the Company and Philip R. Gallagher as Chief Executive Officer dated November 17, 2020 (incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on January 29, 2021). 10.2 Letter Agreement between the Companyand Kenneth Jacobson as Chief Financial Officer dated August 30, 2022 (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on September 6, 2022). 10.3 Form of Letter Agreement between the Company and Ken Arnold, Max Chan, Michael McCoy and Elizabeth McMullen (incorporated herein by reference to Exhibit 10.2 to the Companys Annual Report on Form 10-K filed on August 17, 2017). 10.4 Form of Change of Control Agreement between the Company and Philip Gallagher, Kenneth Jacobson, Ken Arnold, Max Chan, Michael McCoy, and Elizabeth McMullen (incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on February 15, 2011). 10.5 Form of Indemnity Agreement between the Company and its directors and officers (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May 8, 2006). 10.6 Avnet Executive Severance Plan (Effective as of August 10, 2017) (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on October 30, 2017). 10.7 Avnet Supplemental Executive Officers Retirement Plan (2013 Restatement) (incorporated herein by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-K filed on August 9, 2013). 10.8 Avnet Restoration Plan (2013 Restatement) (incorporated herein by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K filed on August 9, 2013). 10.9 Avnet, Inc. 2010 Stock Compensation Plan (Amended and Restated Effective as of May 8, 2018). (incorporated herein by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K filed on August 17, 2018). 10.10 Avnet, Inc. 2010 Stock Compensation Plan:(a) Form of non-qualified stock option term sheet(b) Form of incentive stock option term sheet(c) Form of performance stock unit term sheet(d) Form of restricted stock unit term sheet(incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 10, 2012). 10.11 Avnet, Inc. 2013 Stock Compensation and Incentive Plan (Amended and Restated Effective as of May 8, 2018). (incorporated herein by reference to Exhibit 10.10 to the Companys Annual Report on Form 10-K filed on August 17, 2018). 10.12 Avnet, Inc. 2013 Stock Compensation and Incentive Plan:(a) Form of restricted stock unit term sheet(b) Form of nonqualified stock option term sheet(c) Form of performance-based stock option term sheet(d) Form of performance stock unit term sheet(incorporated herein by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed on August 17, 2017). 10.13 Avnet, Inc. 2016 Stock Compensation and Incentive Plan (Amended and Restated Effective as of May 8, 2018). (incorporated herein by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-K filed on August 17, 2018). Refer to Exhibit 10.12, above, for the form of awards under the 2016 Stock Compensation and Incentive Plan. 10.14 Avnet, Inc. 2021 Stock Compensation and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on April 29, 2022). 10.15 Avnet, Inc. 2021 Stock Compensation and Incentive Plan:(a) Form of Award Letter for Restricted Stock Unit Award(b) Form of Award Letter for Performance Stock Unit Award(c) Form of Award Letter for Nonqualified Stock Option Award(incorporated herein by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on April 29, 2022). 10.16 Avnet, Inc. Deferred Compensation Plan for Outside Directors (Amended and Restated Effective as of May 8, 2018) (incorporated herein by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K filed on August 17, 2018). (a) Receivables Sale Agreement: (1) Second Amended and Restated Receivables Sale Agreement, dated August 16, 2018, between Avnet, Inc. and Avnet Receivables Corporation (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on August 17, 2018).(2)Amendment No. 1 to the Second Amended and Restated Receivables Sale Agreement, dated July 31, 2020, among Avnet, Inc. and Avnet Receivables Corporation (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on August 6, 2020). (b) Receivables Purchase Agreement: (1) Fourth Amended and Restated Receivables Purchase Agreement, dated August 16, 2018, among Avnet, Inc., Avnet Receivables Corporation, the companies and financial institutions party thereto and Wells Fargo Bank, N.A., as agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 17, 2018). (2) Amendment No. 1 to Fourth Amended and Restated Receivables Purchase Agreement, dated February 28, 2020, among Avnet, Inc., Avnet Receivables Corporation, the companies and financial institutions party thereto and Wells Fargo Bank, N.A., as agent (incorporated herein by reference to Exhibit 10.1 to the Companys Annual Report on Form 10-Q filed on May 1, 2020).(3) Amendment No. 2 to the Fourth Amended and Restated Receivables Purchase Agreement, dated July 31, 2020, among Avnet, Inc., Avnet Receivables Corporation, Wells Fargo Bank, N.A., as agent, and the companies and financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 6, 2020). (4) Amendment No. 3 to the Fourth Amended and Restated Receivables Purchase Agreement, dated July 30, 2021, among Avnet, Inc., Avnet Receivables Corporation, Wells Fargo Bank, N.A., as agent, and the companies and financial institutions party thereto (incorporated herein by reference to Exhibit 10.18B4 to the Companys Annual Report on Form 10-K filed on August 12, 2022). (5) Amendment No. 4 to the Fourth Amended and Restated Receivables Purchase Agreement, dated August 16, 2021, among Avnet, Inc., Avnet Receivables Corporation, Wells Fargo Bank, N.A., as agent, and the companies and financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 18, 2021). (6) Amendment No. 5 to the Fourth Amended and Restated Receivables Purchase Agreement, dated January 10, 2022, among Avnet, Inc., Avnet Receivables Corporation, Wells Fargo Bank, N.A., as agent, and the companies and financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on April 29, 2022). (7) Amendment No. 6 to the Fourth Amended and Restated Receivables Purchase Agreement, dated December 16, 2022, among Avnet, Inc., Avnet Receivables Corporation, Wells Fargo Bank, N.A., as agent, and the companies and financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 21, 2022). * (8) Amendment No. 7 to the Fourth Amended and Restated Receivables Purchase Agreement, dated May 12, 2023, among Avnet, Inc., Avnet Receivables Corporation, Wells Fargo Bank, N.A., as agent, and the companies and financial institutions party thereto. (a)Amended and Restated Credit Agreement dated as of June 28, 2018, among Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A., as administrative agent, and each lender party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 2, 2018).(b) Amendment No. 1 to the Amended and Restated Credit Agreement, dated August 4, 2020, among Avnet, Inc, Avnet Holding Europe BVBA, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on August 6, 2020). (c) Amendment No. 2 to the Amended and Restated Credit Agreement, dated December 21, 2021, among Avnet, Inc., Avnet Holdings Europe BVBA and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on January 28, 2022). (d) Second Amended and Restated Credit Agreement dated as of August 2, 2022, among Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A. as the administrative agent, and each lender party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 3, 2022). (e) Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of November 29, 2022, among Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A., as the administrative agent, and each lender party thereto (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on February 3, 2023). 21.1 * List of subsidiaries of the Company as of July 1, 2023. 23.1 * Consent of KPMG LLP. 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ** Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 ** Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002.