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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.

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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
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