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# Avnet Proxy Pits Board's 25% Special-Meeting Bar Against Shareholders' 10% Proposal
- URL: https://www.bullished.co/avnet-proxy-pits-boards-25-special-meeting-bar-against-shareholders-10-proposal-306fde58/
- Published: 2026-10-07T11:46:10.000Z
- Updated: 2026-10-07T11:46:10.000Z
- Description: The annual proxy filing also puts CEO Philip Gallagher's total pay at $11,980,898 and asks holders to re-elect all ten directors.
- Author: Matteo Parrino
- Tags: SEC Filings, AVT, Industry: Not classified, Topic: Leadership & Governance

Avnet's board wants shareholders to set the bar for calling a special meeting at 25% of shares, while a shareholder proposal on the same ballot asks for 10%, according to the company's [annual proxy filing](https://www.sec.gov/Archives/edgar/data/0000008858/000110465926114038/tm2625052-1%5Fdef14a.htm?ref=bullished.co) dated Tuesday. The same document puts CEO Philip R. Gallagher's total compensation at $11,980,898.

## What the proxy filing says

The special-meeting question is a direct contest. Management proposes letting holders of 25% of shares call a meeting; the shareholder proposal seeks a 10% threshold, well under the board's preferred level.

All ten directors are up for re-election. Nine are independent under Nasdaq standards, and Gallagher is the lone nominee who is not. A nominee who fails to win a majority must tender his or her resignation.

The filing also describes Avnet's recoupment policy, which lets the company claw back pay. It covers misconduct, defined to include fraud, material Code of Conduct violations and responsibility for a restatement. Avnet says it does not reimburse or indemnify executives for pay that is clawed back.

## What it changes for holders

A lower threshold would let a smaller group of owners force a meeting and put an item on the agenda. The two competing numbers are the whole argument: 10% versus 25%.

The pay figures land after a strong run for the shares. Simply Wall St, in a [Yahoo Finance commentary](https://finance.yahoo.com/markets/stocks/articles/avnet-avt-could-34-overvalued-200744340.html?ref=bullished.co), reported a year-to-date share gain of about 117%. Zacks Equity Research noted that its full-year earnings estimate rose from $7.30 to $10.45 over 60 days. The compensation committee's decisions covered a fiscal year in which the shares climbed sharply.

## What to watch

Shareholders will decide whether the board's 25% threshold or the shareholder proposal's 10% prevails. They will also vote on pay, and the level of support is the other number to follow.

At Wednesday's 7:42 a.m. ET reading, Avnet shares were at $106.37, up 0.17%, for a market cap of $8.7 billion.

### Sources

- [Avnet — DEF 14A (2026-10-06)](https://www.sec.gov/Archives/edgar/data/0000008858/000110465926114038/tm2625052-1%5Fdef14a.htm?ref=bullished.co) — SEC EDGAR
- [Avnet Incorporated v. Hitachi Chemical Company Limited et al](https://www.law360.com/cases/5a3057fc9c28062b24000001?ref=bullished.co) — law360.com
- [Avnet (AVT) Could Be 34% Overvalued Following Analyst Earnings Upgrades](https://finance.yahoo.com/markets/stocks/articles/avnet-avt-could-34-overvalued-200744340.html?ref=bullished.co) — Yahoo Finance
- [Avnet Inc. (NASDAQ:AVT) : Articles :: Law360](https://www.law360.com/companies/avnet-inc?ref=bullished.co) — law360.com
- [Avnet (AVT) Is Up 7.24% in One Week: What You Should Know](https://finance.yahoo.com/markets/stocks/articles/avnet-avt-7-24-one-150001953.html?ref=bullished.co) — Yahoo Finance