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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.

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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
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