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
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9201 East Dry Creek Road, Centennial, CO 80112
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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
On and effective as of February 21, 2024 (the “Effective Date”), the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) approved the appointment of Yun Sung Cho, age 52, as Vice President, Corporate Controller, and Chief Accounting Officer of the Company. As of the Effective Date, Mr. Cho succeeds Richard Seidlitz as principal accounting officer of the Company. The Company has planned for and anticipated this transition, and in connection therewith, Mr. Seidlitz has been offered and has accepted another senior financial-management role within the Company. The Company believes Mr. Seidlitz’s new position will provide him with an opportunity to utilize his skillset and deep institutional knowledge to benefit the Company and further his professional development.
Since 2021, Mr. Cho served as the Company’s Vice President, Finance – Shared Services. In that position, he served as the Company’s assistant controller and led the Company’s finance shared services for the Americas and the Europe, Middle East and Africa regions. Prior to that, from 2017 to 2021, Mr. Cho served as the Company’s Assistant Controller, and from 2010 to 2017, he served in roles of increasing seniority within the Company’s accounting, SOX compliance, and reporting functions. Mr. Cho began his career as an auditor for KPMG. Mr. Cho is a Certified Public Accountant and holds a B.S. in Accounting and B.S. in Finance from the University of Southern California.
In connection with his appointment as Vice President, Corporate Controller, and Chief Accounting Officer of the Company, effective March 2, 2024, Mr. Cho’s annual base salary will be $300,000, and his target award under the Company’s annual cash incentive plan will be $160,000. The actual amount of any cash incentive award to Mr. Cho remains subject to approval by the Compensation Committee of the Board (the “Committee”). The Committee also approved a one-time award of restricted stock units on the Effective Date with a grant-date value of $75,000 and a one-time award of performance stock units on the Effective Date with a target value of $75,000. Both equity awards are subject to the terms of the Company’s 2004 Omnibus Incentive Plan (as amended from time to time), the Company’s standard award agreements, and the Company’s clawback policies. In addition, Mr. Cho will enter into the Company’s standard form of indemnification agreement, which requires the Company to indemnify him against certain liabilities that may arise as result of his status or service as an officer of the Company.
The selection of Mr. Cho to serve as Vice President, Corporate Controller, and Chief Accounting Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Cho and any director or executive officer of the Company, and Mr. Cho has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
|
Exhibit Number |
Description | ||
|
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: | February 22, 2024 | By: | /s/ Carine Jean-Claude |
| | Name: Carine Jean-Claude | ||
| | | Title: Senior Vice President, Chief Legal Officer and Secretary | |