8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed May 15, 2020 · 6y ago · Accession 0001104659-20-062557
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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
Filing details
- Company
- ARROW ELECTRONICS, INC.
- Ticker
- ARW
- CIK
- 7536
- Form type
- 8-K
- Filing date
- May 15, 2020
- Report date
- May 13, 2020
- Document
- tm2019908-1_8k.htm
- Size
- 233 KB