Arrow Electronics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2025, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s By-laws (the “Amended and Restated By-Laws”), effective immediately. The changes effected by the Amended and Restated By-Laws, among other things:
| · | Enhance advance notice requirements for shareholders submitting a director nomination or shareholder proposal pursuant to the Amended and Restated By-Laws, including requiring certain information about such nomination or proposal and the nominating or proposing shareholder; |
| · | Specify the powers of the chair of a shareholder meeting to regulate conduct at such meeting and to adjourn the meeting; |
| · | Require director candidates to make themselves available for interviews with members of the Board; |
| · | Provide that any shareholder soliciting proxies from other shareholders must use a proxy card color other than white; |
| · | Clarify the Board’s power to call special meetings of the Board on less than 24 hours’ notice, if necessary or appropriate under the circumstances; and |
| · | Implement non-substantive, technical, and conforming changes, including removing obsolete provisions. |
The foregoing does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting of Shareholders of the Company held on May 6, 2025 (the “Annual Meeting”), four proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the 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 | |