Avnet amends bylaws for virtual meetings, universal proxy rules, and compensation recoupment

AVNET INC

Board adopted bylaw amendments effective May 22, 2023, to align with SEC universal proxy rules and NYBCL changes.
Section 1.3 permits shareholder meetings to be held virtually; Section 1.10(b) reserves white proxy card for company.
Section 1.14 clarifies shareholder nomination disclosure, requires compliance with Rule 14a-19 and 10-day pre-meeting evidence.
Section 1.15 gives chair authority to convene/adjourn meetings without quorum; Section 6.6 bars officer indemnification for recouped incentive compensation.
Deadline for shareholder notices now based on anniversary of prior annual meeting date, not proxy filing date.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

AVNET INC: Amended By-Laws to update in connection with SEC universal proxy and recoupment rules, NYBCL changes, and periodic review; including provisions for virtual meetings, proxy card color, shareholder nomination procedures, chair authority, and indemnification limits (effective 2023-05-22).

Change: bylaw amendment
Effective: 2023-05-22

Exact text from the filing

On May 22, 2023, the Board of Directors adopted amendments to the Company’s By-Laws (“Amended By-Laws”), effective immediately, to update the By-Laws in connection with SEC rules, including the recent universal proxy and recoupment of incentive-based compensation rules; recent changes to the New York Business Corporation Law; and the Board’s periodic review of the By-Laws.

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Source: SEC EDGAR

accession 0001104659-23-063702

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