AVNET, INC. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   June 24, 2010

(Exact name of registrant as specified in its charter)

New York 1-4224 11-1890605
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2211 South 47th Street, Phoenix, Arizona   85034
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   480-643-2000

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 24, 2010, The Compensation Committee of the Board of Directors of Avnet, Inc. awarded 50,000 Restricted Stock Units to Harley Feldberg, Senior Vice President and President of Avnet Electronics Marketing. The award will vest in a single installment on June 24, 2013, subject to Mr. Feldberg being continuously employed by Avnet through the vesting date. The award was made pursuant to the Avnet, inc. 2006 Stock Compensation Plan (amended and restated effective generally as of January 1, 2009) (the "Plan"), and is subject to the terms and conditions of the Plan. Under the Plan, Avnet will deliver one share of Avnet common stock upon the vesting of each Restricted Stock Unit. The Plan was set forth as Appendix A to Avnet’s 2006 annual meeting proxy statement (Schedule 14-A) filed with the Securities and Exchange Commission on October 10, 2006.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

June 29, 2010   By:   /s/ Raymond Sadowski
        Name: Raymond Sadowski
        Title: Senior Vice President and Chief Financial Officer