Executive Change · Bylaw Amendment

Securities and Exchange Commission and enhance procedural mechanics and disclosure requirements in connection with (i) advance notice of business and nominations of directors made by a shareholder and (ii) proxy access requirements relating to annual and special meetings of shareholders, which include, without limitation:   o Revisions to the deadline for (i) advance notice of business and nominations for an annual meeting of shareholders, to provide that a shareholder’s notice must be so received not less than 90 days nor more than 120 days before the one-year anniversary of the preceding year’s annual meeting, and (ii) advance notice of nominations for a special meeting of shareholders, to provide that a shareholder’s notice must be so received no later than the 90th day nor earlier than the 120th day before such special meeting, or, if later, the 10th day following public announcement of such special meeting;   o Requirements that (i) any shareholder intending to solicit proxies in support of director nominees other than the Company’s nominees include a statement that such shareholder intends to solicit Company shareholders representing at least sixty-seven percent (67%) of the voting power entitled to vote on the election of directors in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and comply with the other requirements of Rule 14a-19, (ii) a shareholder providing notice and each person whom a shareholder proposes to nominate for election as a director provide additional information (a) about such person’s ownership of securities in the Company, including ownership of any “derivative security” that constitutes a “call equivalent position” (as such terms are defined in Rule 16a-1(c) and 16a-1(b), respectively, under the Exchange Act), (b) with respect to any material pending or threatened legal proceeding involving the Company or any of its officers, directors, or affiliates, and (c) with respect to material relationships and any direct or indirect interests in material contracts or agreements with the Company or any of its affiliates and between such shareholder and each candidate for nomination;   o Clarification that, unless required by applicable law, if after such shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act such shareholder subsequently fails either to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act or to provide documentation reasonably satisfactory to the Company that such shareholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act (upon request by the Company), then such nomination will be disregarded and no vote on such nominee proposed by such shareholder will occur;   o Additional required disclosures from shareholders providing notice and each person whom a shareholder proposes to nominate for election as a director, including, without limitation, representations that (i) the proposed nominee is not and will not become party to any arrangement or commitment (a) as to how such nominee will act or vote as a director of the Company, (b) with respect to any direct or indirect compensation or reimbursement for service as a director of the Company that has not been disclosed to the Company, or (c) that could interfere with the nominee’s fiduciary duties as a director; (ii) the proposed nominee will comply with all Company policies and guidelines applicable to directors of the Company; (iii) the nomination will not violate applicable law or the rules of any stock exchange on which the Company’s securities are traded; and (iv) the proposed nominee would be considered independent under the Company’s Corporate Governance Guidelines and applicable stock exchange requirements;   o A requirement that all disclosures must be updated as of the record date for shareholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting; and   o With respect to the proxy access procedures set forth in Section 1.13 of the Amended and Restated By-Laws, a requirement that, at the request of the Corporate Governance Committee of the Board (the “Corporate Governance Committee”), a proposed shareholder nominee seeking to be included in the Company’s proxy materials shall furnish a written statement that such nominee will meet with the Corporate Governance Committee to discuss matters relating to the nomination, including the information provided by the nominating shareholder in connection with the nomination.         · Provide that the New York Supreme Court or the federal district court or other state courts of the State of New York shall be the exclusive forum for actions, suits, or proceedings brought against the Company;   · Enable the Company to initiate an action against a shareholder to enforce the exclusive forum requirements set forth in the Amended and Restated By-laws should the shareholder sue, or threaten to sue, in another jurisdiction; and   · Make various other updates, including technical, ministerial, and conforming changes, including, without limitation, to align with language used in certain provisions of the Business Corporation Law of the State of New York and the Exchange Act.   The foregoing summary of the changes effected by the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.   Item 9.01.       Financial Statements and Exhibits.   (d) Exhibits     Exhibit Number Description         3.1 Arrow Electronics, Inc. Amended and Restated By-Laws.         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: December 19, 2022 By: /s/ Carine Jean-Claude   Name: Carine Jean-Claude   Title: Senior Vice President, Chief Legal Officer and Secretary