ARW 8-K
Arrow Electronics, Inc. (ARW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number,
including area code: (
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of the exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the 2024 Annual Meeting of Shareholders of Arrow Electronics, Inc. (the “Company”) held on May 7, 2024 (the “Annual Meeting”), three (3) proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 26, 2024, and as supplemented on April 22, 2024 (collectively, the “Proxy Statement”). As of the record date for the Annual Meeting, there were a total of 53,978,667 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 48,050,397 shares of common stock represented in person or by proxy at the Annual Meeting and, therefore, a quorum was present.
Proposal 1: Election of Directors
The Company’s shareholders elected nine (9) directors to hold office for a term of one year expiring at the 2025 annual meeting of the Company’s shareholders. The voting results for each nominee were as follows:
| Board Member | For | Withheld | Broker Non-votes | |||||||||
| William F. Austen | 41,766,424 | 3,482,414 | 2,801,559 | |||||||||
| Steven H. Gunby | 44,764,029 | 484,809 | 2,801,559 | |||||||||
| Gail E. Hamilton | 42,793,975 | 2,454,863 | 2,801,559 | |||||||||
| Michael D. Hayford | 44,993,663 | 255,175 | 2,801,559 | |||||||||
| Andrew C. Kerin | 43,211,501 | 2,037,337 | 2,801,559 | |||||||||
| Sean J. Kerins | 45,029,554 | 219,284 | 2,801,559 | |||||||||
| Carol P. Lowe | 44,488,279 | 760,559 | 2,801,559 | |||||||||
| Mary T. McDowell | 45,041,981 | 206,857 | 2,801,559 | |||||||||
| Gerry P. Smith | 44,704,232 | 544,606 | 2,801,559 | |||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment was ratified with 45,816,584 shares voting for, 2,205,216 shares voting against, and 28,597 shares abstaining.
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as described in the Proxy Statement. The proposal was passed by the shareholders with 43,720,311 shares voting for, 1,318,586 shares voting against, 209,941 shares abstaining, and 2,801,559 broker non-votes.
SIGNATURES
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.
| ARROW ELECTRONICS, INC. | |||
| Date: | May 7, 2024 | By: | /s/ Carine Jean-Claude |
| Name: | Carine Jean-Claude | ||
| Title: | Senior Vice President, Chief Legal Officer and Secretary | ||