Arrow Electronics, Inc 8-K, filed May 7, 2024
Arrow Electronics, Inc. (ARW)
About this 8-K
Arrow Electronics, Inc filed this 8-K on May 7, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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 | ||