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8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed May 8, 2025 · 1y ago · Accession 0001104659-25-046130

Plain English

Material event — a significant development the company must disclose promptly.

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Securities and Exchange Commission on March 25, 2025 (the “Proxy Statement”).   Proposal 1: Election of Directors   The Company’s shareholders elected ten directors to the Board, each to hold office for a term of one year expiring at the 2026 annual meeting of the Company’s shareholders and until his or her successor has been elected and qualified. The voting results for each nominee were as follows:   Board Member   For     Withheld     Broker Non-votes   William F. Austen     38,313,713       7,697,397       1,807,438   Lawrence (Liren) Chen     45,769,384       241,726       1,807,438   Steven H. Gunby     45,261,766       749,344       1,807,438   Gail E. Hamilton     43,361,816       2,649,294       1,807,438   Michael D. Hayford     45,677,130       333,980       1,807,438   Andrew C. Kerin     43,264,093       2,747,017       1,807,438   Sean J. Kerins     45,682,580       328,530       1,807,438   Carol P. Lowe     44,404,611       1,606,499       1,807,438   Mary T. McDowell     45,666,536       344,574       1,807,438   Gerry P. Smith     45,575,506       435,604       1,807,438     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, 2025. The appointment was ratified with 45,490,202 shares voting for, 2,308,953 shares voting against, and 19,393 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 44,927,277 shares voting for, 1,037,850 shares voting against, 45,983 shares abstaining, and 1,807,438 broker non-votes.   Proposal 4: Advisory Vote to Approve a Shareholder Proposal to Replace Supermajority Voting Provisions in the Company’s Charter and By-laws with a Simple Majority Voting Standard   The Company’s shareholders approved, on an advisory basis, replacing supermajority voting provisions in the Company’s Certificate of Incorporation and By-laws with simple majority voting standards. The proposal was passed by the shareholders with 38,149,220 shares voting for, 7,814,930 shares voting against, 46,960 shares abstaining, and 1,807,438 broker non-votes.         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: May 8, 2025 By: /s/ Carine Jean-Claude   Name: Carine Jean-Claude   Title: Senior Vice President, Chief Legal and Compliance Officer, and Secretary
Filing details
Ticker
ARW
CIK
7536
Form type
8-K
Filing date
May 8, 2025
Report date
May 6, 2025
Document
tm2514210d1_8k.htm
Size
416 KB