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.
Read the source below for the full document.
Filing text
View original ↗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
- Company
- ARROW ELECTRONICS, INC.
- 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