8-KThe WireRoutine
Shareholder Vote
Filed May 18, 2023 · 3y ago · Accession 0001104659-23-062033
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 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
Filing details
- Company
- ARROW ELECTRONICS, INC.
- Ticker
- ARW
- CIK
- 7536
- Form type
- 8-K
- Filing date
- May 18, 2023
- Report date
- May 17, 2023
- Document
- tm2316100d1_8k.htm
- Size
- 207 KB