Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008.
 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered in this report, the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

In addition, there were no changes in the Company’s internal control over financial reporting during the Company’s first quarter of fiscal 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



See Part I Item 3, “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008. In addition, see Note 7, “Commitments and Contingencies”, in our Notes to Consolidated Financial Statements in Part I, Item 1 to this Form 10-Q for a discussion of our involvement as a PRP at certain environmental remediation sites.
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ITEM 1A.

Please refer to Part I, Item 1A., Risk Factors, in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 for information regarding factors that could affect the Company’s results of operations, financial condition and liquidity. There have been no material changes to our risk factors during the three months ended June 30, 2008.


The following table shows the Company’s purchases of its common stock during the quarter.

 
Period
  
Total Number of Shares Purchased
(1)(2)(3)
  
Average Price Paid Per Share
  
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)(2)(3)
  
Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
(1)(2)(3)
04/01/08 - 04/30/08
  
             28,863
  
$       13.48
  
                     28,863
  
8,979,437
05/01/08 - 05/31/08
  
143,234
  
      13.13
  
                   143,234
  
8,836,203
06/01/08 - 06/30/08
  
             86,800
  
          12.92
  
                     86,800
  
8,749,403
Total
  
258,897
  
 $       13.10
  
258,897
  
8,749,403

(1)  
On April 19, 2001, the Board of Directors of the Company authorized the repurchase of up to 5,000,000 shares of our common stock from time to time in the open market.  The repurchased shares are held as treasury stock and are available for general corporate purposes.

(2)  
On October 19, 2005, the Board of Directors of the Company authorized the repurchase of an additional 5,000,000 shares of our common stock from time to time in the open market.  The repurchased shares are held as treasury stock and are available for general corporate purposes.

(3)  
On October 17, 2007, the Board of Directors of the Company authorized the repurchase of an additional 5,000,000 shares of our common stock from time to time in the open market.  The repurchased shares are held as treasury stock and are available for general corporate purposes.



The Company held its Annual Meeting of Stockholders on July 23, 2008.  Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's solicitations.
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Proposal 1:

Class III directors with terms expiring at the Annual Stockholders Meeting in 2011 were elected with the following votes:
 
       
Shares
Voted "For"
  
Shares "Withheld"
Class III
  
Kensuke Itoh
  
149,316,423
  
19,235,437
Class III
  
Yuzo Yamamura
  
149,318,045
  
19,233,815
Class III
  
Donald B. Christiansen
  
167,809,999
  
741,861

The following is a summary of directors who were not up for election and continue in office:

Class I
  
Kazuo Inamori
Class I
  
Noboru Nakamura
Class I
  
David A. DeCenzo
Class II
  
John S. Gilbertson
Class II
  
Makoto Kawamura
Class II
  
Rodney N. Lanthorne
Class II
  
Joseph Stach

Proposal 2:

Ratification of appointment of PricewaterhouseCoopers, LLP as the Company's independent accountants for the fiscal year ending March 31, 2009 was approved with the following votes:

Shares
  
Shares
    
Voted
  
Voted
  
Shares
"For"
  
"Against"
  
"Abstaining"
 168,412,828
  
       124,680
  
         14,350


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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 thereunto duly authorized.




Date:   August 4, 2008





AVX Corporation
   
By:
/s/ Kurt P. Cummings

 
Kurt P. Cummings
 
Vice President,
 
Chief Financial Officer,
 
Treasurer and Secretary