Arrow Electronics, Inc 8-K, filed May 15, 2020
Arrow Electronics, Inc. (ARW)
About this 8-K
Arrow Electronics, Inc filed this 8-K on May 15, 2020, reporting on events of May 13, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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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Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2020 Annual Meeting of Shareholders of Arrow Electronics, Inc. (the “Company”) held on May 13, 2020 (the “Annual Meeting”), three 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 April 1, 2020 (the “Proxy Statement”). As of the record date for the Annual Meeting, there were a total of 78,902,726 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 69,945,461 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 for the ensuing year
The Company’s shareholders elected ten directors to hold office for a term of one year ending at the 2021 Annual Meeting of Shareholders. The voting results for each nominee were as follows:
| Board Member | For | Withheld | Broker Non-votes | |||||||||
| Barry W. Perry | 57,733,750 | 9,726,596 | 2,485,115 | |||||||||
| William F. Austen | 67,316,903 | 143,443 | 2,485,115 | |||||||||
| Steven H. Gunby | 63,148,794 | 4,311,552 | 2,485,115 | |||||||||
| Gail E. Hamilton | 65,300,740 | 2,159,606 | 2,485,115 | |||||||||
| Richard S. Hill | 53,709,048 | 13,751,298 | 2,485,115 | |||||||||
| M.F. (Fran) Keeth | 63,965,199 | 3,495,147 | 2,485,115 | |||||||||
| Andrew C. Kerin | 65,748,767 | 1,711,579 | 2,485,115 | |||||||||
| Laurel J. Krzeminski | 67,122,663 | 337,683 | 2,485,115 | |||||||||
| Michael J. Long | 60,748,246 | 6,712,100 | 2,485,115 | |||||||||
| Stephen C. Patrick | 63,944,936 | 3,515,410 | 2,485,115 | |||||||||
Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The appointment was ratified with 64,933,966 shares voting for, 4,954,342 shares voting against, and 57,153 shares abstaining.
Proposal 3 — Advisory vote on 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 45,354,476 shares in favor, 21,984,632 shares against, 121,238 shares abstaining, and 2,485,115 broker non-votes.
ITEM 7.01. REGULATION FD DISCLOSURE
On May 15, 2020, the Company issued a press release regarding the election of William F. Austen as an independent director of the Company at the Annual Meeting. Mr. Austen will serve on the Audit Committee of the Board. A copy of the press release is furnished with this report as Exhibit 99.1. Neither the information in Section 7.01 of this Current Report on Form 8-K nor the information in the press release shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated May 15, 2020.
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: May 15, 2020 | By: | /s/ Lily Hughes |
| Name: | Lily Hughes | |
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | |
Exhibit 99.1
| ARROW ELECTRONICS, INC. |  |
| 9201 E. DRY CREEK ROAD | |
| CENTENNIAL, CO 80112 | |
| 303-824-4000 | |
Arrow Electronics Announces William f. austen as a New Director to Its Board
FOR IMMEDIATE RELEASE
CENTENNIAL, Colo. -- May 15, 2020 -- Arrow Electronics, Inc. (NYSE:ARW) announced that William F. Austen, retired president, chief executive officer, and director of Bemis Company, Inc., has been elected to the company's board of directors. The election of Mr. Austen leaves the total number of directors on the board at ten.
“I am delighted to have Bill join our board. He brings tremendous experience as the CEO of a listed company, as well as expertise in international operations and business integration,” said Michael J. Long, chairman, president, and chief executive officer of Arrow Electronics. “Bill’s success building high-performance, cross-functional teams coupled with his engineering background will make him particularly valuable in guiding strategy for Arrow’s engineering services.”
Mr. Austen was president, chief executive officer, and director of Bemis, a leading global manufacturer of flexible packaging products and pressure-sensitive materials, from 2014 until 2019 when the company was acquired by Amcor Limited. He served as Bemis’ executive vice president and chief operating officer from 2013 to 2014. From 2000 to 2013, Mr. Austen held roles of increasing executive and operational leadership responsibilities with Bemis and Bemis’ divisions. Mr. Austen held various positions at General Electric Company from 1980 to 2000.
Mr. Austen is currently a member of the board of directors of Arconic Corporation and Tennant Company.
Arrow Electronics guides innovation forward for over 175,000 leading technology manufacturers and service providers. With 2019 sales of $29 billion, Arrow develops technology solutions that improve business and daily life. Learn more at fiveyearsout.com.
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| Contact: | Steven O’Brien |
| Vice President, Investor Relations | |
| 303-824-4544 | |
| Media Contact: | John Hourigan |
| Vice President, Global Communications | |
| 303-824-4586 |