Avnet, Inc. (AVT) Earnings Call Transcript & Summary

Good morning, and welcome to the Avnet Annual Meeting of Stockholders. I would now like to turn the conference over to Rod Adkins. Please go ahead.

Thank you. Ladies and gentlemen, welcome to Avnet's 2020 Annual Meeting of Shareholders. Before we begin, I would like to wish our shareholders, supplier partners, customers and employees continued well-being. It is our hope that everyone remains healthy and safe during these challenging times. This year, we are conducting the meeting both in person and virtually via webcast. The meeting will now come to order. As introduced, I am Rod Adkins, the chair of the Board of Directors of Avnet and will be presiding at this meeting. I would like to introduce the other members of the Board of Directors who are joining us: Carlo Bozotti; Mike Bradley; Brenda Freeman; Jo Ann Jenkins; Oleg Khaykin; Jim Lawrence; Avid Modjtabai; Adalio Sanchez; and Bill Schumann. I'm also joined by the following officers: Phil Gallagher, our Interim Chief Executive and President of Electronic Components; Tom Liguori, Chief Financial Officer; Ken Arnold, Chief People Officer; Mike McCoy, General Counsel; Ken Jacobson, Corporate Controller; and Darrel Jackson, our Corporate Secretary, who will act as secretary of the meeting. Also joining us today from KPMG, our independent auditor; Pat Ford, who is our global partner, along with Jason Schneider and [ Matt Passeri ]. They are available to respond to shareholders' questions concerning Avnet's financial statement. And [ Andrew Wilcox ], who has been appointed to act as the inspector of elections for this meeting. A copy of the oath to fulfill the duties of inspector of elections safely signed by Mr. Wilcox will be attached to the minutes of this meeting. Only shareholders of record as of the record date September 18, 2020, or their proxy holders are entitled to attend the meeting, either in person or virtually, to vote at this meeting and to ask questions during the meeting. For those of you who are attending in person, each of you should have registered at the desk as you entered the meeting. If you have not, would you please step over to the desk and sign in to register. Upon entering the meeting, you should have received an agenda and the rules of conduct for this meeting. If you are attending virtually, the agenda is shown in the top right side of your screen and the rules of conduct can be accessed by clicking the link in the lower right side of your screen. To conduct an orderly meeting, I will follow the agenda as set out, and I ask that you abide by the meeting rules of conduct, so thank you for your cooperation. I would now like to ask Mr. Jackson, the Corporate Secretary, to advise us as to the delivery of the notice of meeting. Mr. Jackson.

Mr. Chair -- Mr. Chair, by order of the Board of Directors, notice of this meeting was given to all shareholders of record at the close of business on September 18, 2020, the record date. The secretary has delivered an affidavit of distribution from Broadridge establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit will be incorporated into the minutes of this meeting.

Next, we need to determine shares represented at the meeting in person, virtually or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Jackson, do you have a report?

Yes, Mr. Chair. As of the record date, there were approximately 99 million shares of common stock outstanding and entitled to vote at this meeting. We were informed by Mr. Wilcox, the appointed inspector of elections, that there are, represented at the meeting, 92,585,553 shares or approximately 93.6% of the shares entitled to vote at this meeting. As a result, a quorum is present.

Thank you. Since notice of this meeting was duly given and a quorum is present, I now declare this meeting to duly convene for purposes of transacting such business as specified in the notice of meeting and the proxy statement. Before we start the business portion of the meeting, I want to mention a few housekeeping items. First, you may ask questions at any time during the meeting and during the Q&A session following the business portion. If attending in person, please raise your hand and wait to be recognized. [Operator Instructions] We cannot guarantee that we will answer all questions. If we don't get to your question during the meeting, you are welcome to reach out to Investor Relations at the e-mail address noted in the rules. Second, you may vote during this meeting at any time until the polls are closed. If attending virtually, you may vote by clicking the link Vote Here on the screen. Third, in the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn and reconvene in accordance with Avnet's bylaws. And then fourth, some of our discussions today may relate to forward-looking statements, which may be -- included statements about Avnet's financial performance and management plans. Such statements are subject to numerous assumptions, risks and uncertainties, and actual results may differ materially from those forward-looking statements. Our annual report on Form 10-K filed on August 14, 2020, and subsequent 2Q -- or 10-Qs contain various risk factors that could materially and adversely affect Avnet and its operations, which should be taken into account. There are 3 proposals to be considered at this meeting, which are outlined on the agenda and discussed in the proxy statement. Under our bylaws and the SEC rules, there are certain requirements for director nominees and for proposals to be considered at the annual meeting, particularly relating to advanced notice, so that shareholders can have adequate time to deliberate on them. That being said, I can say that no other director nomination or proposal have been properly received and can properly be brought forward at this meeting. Proposal 1 is the election of 10 Directors to serve until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The Board recommends the election of the 10 nominees listed and described in the proxy statement. Proposal 2 is an advisory vote on executive compensation. The Board recommends a vote for the approval of the compensation of executive officers named in the proxy statement. Proposal 3 is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm to audit its books for the fiscal year 2021. The Board recommends a vote for this proposal. If you have any questions regarding any of these proposals, please submit them now. The polls are now open. [Voting]

If you have already voted by proxy, you do not need to vote today unless you have or would like to make changes to your vote. If attending in person, you can -- desire a ballot. Please raise your hand, and you will be provided one. Please provide your complete ballot or if you brought your proxy card, your completed proxy card to the Corporate Secretary or the inspector of elections. Now let this just pause here for a moment. And while we're pausing to allow shareholders to wrap up their voting, we will now respond to any questions.