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    Amendment: Arrow Electronics Inc. filed SEC Form 8-K: Leadership Update

    10/3/25 4:05:30 PM ET
    $ARW
    Electronic Components
    Technology
    Get the next $ARW alert in real time by email
    false 0000007536 0000007536 2025-09-16 2025-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K/A

    (Amendment No. 1)

     

    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): September 16, 2025

     

    ARROW ELECTRONICS, INC.

    (Exact name of registrant as specified in its charter)

     

    New York 1-4482 11-1806155
    (State or other jurisdiction (Commission (IRS Employer
    of incorporation) File Number) Identification No.)

     

    9151 East Panorama Circle, Centennial, CO 80112
    (Address of principal executive offices) (Zip Code) 

     

    Registrant's telephone number, including area code: (303) 824-4000

     

    Not Applicable

    (Former name or former address, if changed since last report.)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class  Trading Symbol(s)  Name of each exchange on which registered
    Common Stock, $1 par value per share  ARW  New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

     

     

     

     

     

     

    Introductory Note

     

    On September 16, 2025, Arrow Electronics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to announce, among other things, that the Board of Directors of the Company (the “Board”) had appointed William (“Bill”) Austen as the Company’s Interim President and Chief Executive Officer to succeed Sean Kerins, effective September 16, 2025.

     

    This amendment to the Original 8-K (this “Amended 8-K”) amends and supplements the Original 8-K to provide details about Mr. Austen’s salary, compensation, and other benefits in connection with his appointment. No other changes have been made to the Original 8-K.

     

    Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    In connection with his appointment as Interim President and CEO, on September 30, 2025, the Company and Mr. Austen entered into an offer letter, effective as of September 16, 2025, pursuant to which Mr. Austen will receive an annual base salary of $1,200,000 and was awarded a one-time, special grant of restricted stock units (the “RSUs”), with a grant date value of $3,600,000 and a grant date of September 30, 2025. The RSUs are scheduled to vest on the one-year anniversary of the grant date, subject to the terms of the Company’s 2004 Omnibus Incentive Plan and the underlying award agreement and Mr. Austen’s continuous service as the Interim President and CEO or as a member of the Board through the vesting date. In connection with Mr. Austen’s business-related travel to the Company’s corporate headquarters, he will also be entitled to receive relocation assistance benefits.

     

     

     

     

    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: October 3, 2025 By: /s/ Carine Jean-Claude
        Carine Jean-Claude
        Senior Vice President, Chief Legal and Compliance Officer, and Secretary

     

     

     

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