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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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the 2023 Annual Meeting of Shareholders of Arrow Electronics, Inc. (the “Company”) held on May 17, 2023 (the “Annual Meeting”), four (4) 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 5, 2023 (the “Proxy Statement”). As of the record date for the Annual Meeting, there were a total of 57,573,947 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 51,251,268 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 ten (10) directors to hold office for a term of one year expiring at the 2024 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 | 41,636,671 | 7,649,854 | 1,964,743 | |||||||||
| Fabian T. Garcia | 48,496,376 | 790,149 | 1,964,743 | |||||||||
| Steven H. Gunby | 47,325,838 | 1,960,687 | 1,964,743 | |||||||||
| Gail E. Hamilton | 42,081,638 | 7,204,887 | 1,964,743 | |||||||||
| Andrew C. Kerin | 45,713,495 | 3,573,030 | 1,964,743 | |||||||||
| Sean J. Kerins | 48,274,301 | 1,012,224 | 1,964,743 | |||||||||
| Carol P. Lowe | 48,834,101 | 452,424 | 1,964,743 | |||||||||
| Mary T. McDowell | 49,031,608 | 254,917 | 1,964,743 | |||||||||
| Stephen C. Patrick | 45,466,504 | 3,820,021 | 1,964,743 | |||||||||
| Gerry P. Smith | 47,137,313 | 2,149,212 | 1,964,743 | |||||||||
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, 2023. The appointment was ratified with 48,117,355 shares voting for, 3,106,276 shares voting against, and 27,637 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 45,635,074 shares voting for, 3,555,105 shares voting against, 96,346 shares abstaining, and 1,964,743 broker non-votes.
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, a frequency of every one (1) year for future advisory votes on named executive officer compensation, with the following vote: 45,463,260 shares for a frequency of every one (1) year; 8,155 shares for a frequency of every two (2) years; 3,791,257 shares for a frequency of every three (3) years; 23,853 shares abstaining, and 1,964,743 broker non-votes.
Based on the Company’s Board of Directors’ recommendation in the Proxy Statement and the voting results on Proposal 4, the Company will hold the advisory vote to approve named executive officer compensation every one (1) year until the next vote on the frequency of such advisory vote.
SIGNATURE
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 18, 2023 | By: | /s/ Carine Jean-Claude |
| Name: | Carine Jean-Claude | |
| Title: | Senior Vice President, Chief Legal Officer and Secretary | |