---
title: "Wishbone votes against Avnet's chairman over a $650 million convertible with a $70.27 conversion price"
description: "Ruane Cunniff's Wishbone fund says it will vote against Avnet's chairman and audit chair at the November 20 annual meeting over a convertible that lets noteholders into the stock at $70.27. The next morning, the distributor posted record quarterly sales of $10.7 billion, up 82 percent, and guided higher."
publisher: "The Inference"
section: "Chips"
published: 2026-11-04T16:11:21.570Z
modified: 2026-11-04T16:11:21.570Z
canonical: https://theinference.org/article/wishbone-votes-against-avnet-s-chairman-over-a-650-million-convertible-with-a-70-27-conversion-price
language: en
keywords: "Avnet, Activist Investors, Convertible Notes, Earnings, Semiconductors"
---

# Wishbone votes against Avnet's chairman over a $650 million convertible with a $70.27 conversion price

> Ruane Cunniff's Wishbone fund says it will vote against Avnet's chairman and audit chair at the November 20 annual meeting over a convertible that lets noteholders into the stock at $70.27. The next morning, the distributor posted record quarterly sales of $10.7 billion, up 82 percent, and guided higher.

## A 400,000-share holder says no to the chairman

Wishbone Management LP, one of the private partnerships of Ruane Cunniff, the New York value adviser best known for its Sequoia strategy [2], [wrote to Avnet shareholders on November 3, 2026, with a grievance and a vote](https://www.prnewswire.com/news-releases/wishbone-management-lp-issues-letter-to-avnet-inc-shareholders-announcing-its-intention-to-vote-against-two-directors-at-2026-annual-meeting-302927188.html) [1]. The grievance: it owns 400,000 shares of the Tempe, Arizona electronics distributor (Nasdaq: AVT), once owned more, and sold down for lack of confidence "in the way the company was managed financially" [1].

The vote: no on chairman Rodney Adkins, a director since 2015 and chairman since 2018 after 30 years at [IBM](https://theinference.org/markets/companies/ibm), and no on Ernest Maddock, the audit committee chair and former [Micron](https://theinference.org/markets/companies/micron) chief financial officer [1][3]. Its remedy is board composition, one significant non-management shareholder and one more independent director with an investing background [1].

## The election math, and the financing behind it

[Directors stand for re-election on Friday November 20 at Avnet's headquarters](https://www.sec.gov/Archives/edgar/data/8858/000110465926114038/tm2625052-1_def14a.htm), by a majority of votes cast, and a nominee who fails must offer a resignation the board then accepts or refuses [3]. With 82,232,857 shares outstanding at the September 21 record date, Wishbone's 400,000 shares are under half of one percent [3].

The target is one decision: on September 3, 2025, [Avnet priced an upsized $550 million convertible note](https://www.sec.gov/Archives/edgar/data/8858/000000885825000047/avt-20250902xex99d2.htm), 1.75 percent coupon, due 2030, with a conversion price of $70.27, a 35 percent premium over the $52.05 close on September 2 [4]. Buyers took the full option, the deal closed at $650 million on September 5, and about $100 million of the proceeds repurchased 1.92 million shares [5].

[Principal on any conversion is paid in cash](https://www.sec.gov/Archives/edgar/data/8858/000000885825000047/avt-20250902x8k.htm), the excess above $70.27 in cash or shares at [Avnet](https://theinference.org/markets/companies/avnet)'s election, and holders cannot convert early until the stock clears 130 percent of the conversion price, about $91.35, for 20 of 30 trading days [5].

*Chart: **Sales bottomed near $5.3 billion, then doubled after the convert was priced** Line chart of Avnet quarterly revenue from September 2023 to October 2026, falling to a March 2025 low near $5.3 billion and rising to $10.7 billion, with the September 2025 convert pricing marked.*

*Quarterly revenue in USD billions from Avnet's SEC filings; Sep-23 to Jun-26 via EDGAR, Oct-26 from the November 4, 2026 8-K, a 14-week quarter. [6][8]*

## The quarter that answers the letter

The letter went out at the bottom of a cycle the filings show plainly: seven straight quarters of falling year-over-year revenue through March 2025, then growth of 1.0, 5.3, 11.6, 33.9 and 47.7 percent in the five quarters after [6].

At the November 3 close of $88.73 [7], $70.27 is roughly a 20 percent discount, as the letter argues, and the full $650 million would convert into about 9.3 million shares, beyond the "nearly 8 million" it cites on the base amount [1]. Avnet's defense sits in the same documents: 1.75 percent money, 1.92 million shares repurchased alongside, and no shares owed while the stock sits under the trigger [5].

The next morning brought the rebuttal: [first-quarter fiscal 2027 sales of $10.718 billion](https://www.sec.gov/Archives/edgar/data/8858/000000885826000120/0000008858-26-000120-index.htm), up 81.7 percent (71 percent excluding the extra week in the 14-week quarter), adjusted EPS of $3.63, up 332 percent, return on working capital of 25.2 percent against 9.8 percent a year earlier, and a January guide of $11.1 to $11.4 billion in sales and $3.90 to $4.10 in adjusted EPS on 87 million diluted shares [8].

Chief executive Phil Gallagher cited AI and data center demand among the verticals carrying it [8].

*Chart: **Adjusted EPS more than quadrupled in five quarters, and the guide steps up again** Line chart of Avnet adjusted diluted EPS from $0.84 in September 2025 to $3.63 in October 2026, with the January 2027 guidance midpoint of $4.00 shown dashed.*

*Non-GAAP adjusted diluted EPS by fiscal quarter; Jan-27 is company guidance, midpoint of $3.90–4.10; from the 8-K filed November 4, 2026. [8]*

## Two numbers decide who was right

The recovery Wishbone says the board financed too cheaply is in every line of the quarter. What remains is arithmetic: if the stock holds above $91.35 for the required stretch, holders can convert, and the 87 million share base starts absorbing stock delivered at $70.27 [5][8].

Watch the November 20 vote count on Adkins and Maddock, and whether the board answers the letter at all; [The Inference covered the valuation gap to Arrow Electronics on October 30](https://theinference.org/article/avnet-sells-finished-machines-now-and-still-trades-at-8-times-earnings-while-arrow-gets-14) [9]. Priced at a 35 percent premium in September 2025, the conversion price became a 20 percent discount fourteen months later [9].

## Takeaway

A fund holding under half a percent of Avnet wants two directors voted out over a convertible priced at $70.27; the same week's record quarter and rising guide are the board's answer, and the November 20 vote count is the scoreboard.

## Sources

1. [PRNewswire, "Wishbone Management LP Issues Letter to Avnet, Inc. Shareholders Announcing Its Intention to Vote Against Two Directors at 2026 Annual Meeting", 3 November 2026](https://www.prnewswire.com/news-releases/wishbone-management-lp-issues-letter-to-avnet-inc-shareholders-announcing-its-intention-to-vote-against-two-directors-at-2026-annual-meeting-302927188.html)
2. [Ruane Cunniff LP, firm website listing Wishbone among its partnership strategies, accessed 4 November 2026](https://www.ruanecunniff.com/)
3. [Avnet, Inc. DEF 14A proxy statement for the 2026 annual meeting, filed 6 October 2026](https://www.sec.gov/Archives/edgar/data/8858/000110465926114038/tm2625052-1_def14a.htm)
4. [Avnet press release, "Avnet Announces Pricing of Upsized Convertible Senior Notes Offering", 3 September 2025 (Exhibit 99.2 to Form 8-K)](https://www.sec.gov/Archives/edgar/data/8858/000000885825000047/avt-20250902xex99d2.htm)
5. [Avnet, Inc. Form 8-K on the issuance of $650.0 million 1.75% Convertible Senior Notes due 2030, filed 5 September 2025](https://www.sec.gov/Archives/edgar/data/8858/000000885825000047/avt-20250902x8k.htm)
6. [Avnet quarterly revenue from its SEC filings, retrieved 4 November 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000008858)
7. [Yahoo Finance UK, Avnet, Inc. (AVT) quote, close of $88.73 on 3 November 2026](https://uk.finance.yahoo.com/quote/AVT/seasonality/)
8. [Avnet, Inc. Form 8-K with Exhibit 99.1, first quarter fiscal 2027 results, filed 4 November 2026](https://www.sec.gov/Archives/edgar/data/8858/000000885826000120/0000008858-26-000120-index.htm)
9. [The Inference, "Avnet sells finished machines now, and still trades at 8 times earnings while Arrow gets 14", 30 October 2026](/article/avnet-sells-finished-machines-now-and-still-trades-at-8-times-earnings-while-arrow-gets-14)


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Wishbone votes against Avnet's chairman over a $650 million convertible with a $70.27 conversion price — The Inference. Canonical: https://theinference.org/article/wishbone-votes-against-avnet-s-chairman-over-a-650-million-convertible-with-a-70-27-conversion-price