Avnet 2004 Annual Report Download - page 40

PART III
Item 10. Directors and Executive OÇcers of the Registrant
The information called for by Item 10 is incorporated in this Report by reference to the Company's definitive
proxy statement relating to the Annual Meeting of Stockholders anticipated to be held on November 11, 2004.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated in this Report by reference to the Company's definitive
proxy statement relating to the Annual Meeting of Stockholders anticipated to be held on November 11, 2004.
Item 12. Security Ownership of Certain BeneÑcial Owners and Management
Equity Compensation Plan Information as of July 3, 2004
Number of Securities
Number of Securities Remaining Available for
to be Issued Upon Weighted-Average Future Issuance Under
Exercise of Exercise Price of Equity Compensation Plans
Outstanding Options, Outstanding Options, (Excluding Securities
Plan Category Warrants and Rights Warrants and Rights ReÖected in Column (a))
(a) (b) (c)
Equity compensation plans
approved by security
holders(3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9,742,477(1) $20.33 7,393,877(2)
Equity compensation plans not
approved by security holders ÏÏ Ì Ì 30,193
TotalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9,742,477 $20.33 7,424,070
(1) Includes 9,719,173 outstanding options and 23,304 stock incentive shares awarded but not yet delivered.
(2) Includes 6,292,551 options available for grant, 181,655 incentive shares not yet awarded and
919,671 shares authorized for the Employee Stock Purchase Plan but not yet allocated.
(3) Options assumed through acquisitions accounted for as purchases are excluded from (1) above. The
outstanding balance of acquired options was 294,070 (column (a)) with a related weighted average
exercise price of $38.48 (column (b)).
The Company has one equity compensation plan that has not been approved by shareholders Ì the
Outside Director Stock Bonus Plan. Under this program, non-employee directors are awarded shares equal to
$20,000 of Avnet Common Stock upon their re-election each year, as part of their director compensation
package. Directors may elect to receive this compensation in the form of common stock under the Outside
Director Stock Bonus Plan or they may elect to defer their compensation to be paid in common stock at a later
date. Shares are issued in January of each year and the number of shares is calculated by dividing $20,000 by
the average of the high and low price of the Common Stock on the Ñrst business day of January. The Board of
Directors established a reserve of 50,000 shares for this plan in November 2002. Aggregate shares issued
under the Plan totaled 3,724, 16,083 and 7,092 for Ñscal 2004, 2003 and 2002, respectively.
The additional information called for by Item 12 is incorporated in this Report by reference to the
Company's deÑnitive proxy statement relating to the Annual Meeting of Stockholders anticipated to be held
on November 11, 2004.
Item 13. Certain Relationships and Related Transactions
The information called for by Item 13 is incorporated in this Report by reference to the Company's
deÑnitive proxy statement relating to the Annual Meeting of Stockholders anticipated to be held on
November 11, 2004.
31