Arrow Electronics Files 8-K: Director Departure, New Elections

TL;DR

Arrow Electronics board shake-up: Long out, new directors in, comp plans updated.

AI Summary

On December 11, 2024, Arrow Electronics, Inc. filed an 8-K report detailing several key events. The company announced the departure of director Michael J. Long, effective December 10, 2024. Additionally, the report covers the election of new directors and updates on compensatory arrangements for certain officers. The filing also includes amendments to the company's bylaws and information regarding Regulation FD disclosures.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and changes in compensatory arrangements can sometimes indicate underlying issues or strategic shifts that may affect the company's future performance.

Key Players & Entities

• Arrow Electronics, Inc. (company) — Registrant
• Michael J. Long (person) — Departing Director
• December 11, 2024 (date) — Report Date
• December 10, 2024 (date) — Director Departure Date

FAQ

Key Financial Figures

• $1 — e on which registered Common Stock, $1 par value ARW New York Stock Exchange
• $19.375 — with respect to shares of the Company's $19.375 Convertible Exchangeable Preferred Stoc

Filing Documents

• tm2430318d1_8k.htm (8-K) — 32KB
• tm2430318d1_ex3-1.htm (EX-3.1) — 72KB
• tm2430318d1_ex99-1.htm (EX-99.1) — 4KB
• 0001104659-24-128012.txt ( ) — 297KB
• arw-20241211.xsd (EX-101.SCH) — 3KB
• arw-20241211_lab.xml (EX-101.LAB) — 33KB
• arw-20241211_pre.xml (EX-101.PRE) — 22KB
• tm2430318d1_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 11, 2024, the Board of Directors (the "Board") of Arrow Electronics, Inc. (the "Company") increased the size of the Board from nine (9) to ten (10) directors and appointed Lawrence Chen, age 53, to the Board, effective as of that date. Mr. Chen will serve for a term continuing until the Company's 2025 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his earlier resignation or removal. The Board also approved Mr. Chen's appointment to the Audit Committee of the Board. The Board has affirmatively determined that Mr. Chen qualifies as an "independent director" under the applicable New York Stock Exchange Rules, meets the heightened independence criteria required of audit committee members, and qualifies as financially literate. Mr. Chen has served as President and Chief Executive Officer, and a member of the Board of Directors, of InterDigital, Inc., a pioneer in wireless, video, and artificial intelligence and leader in intellectual-property licensing since 2021. Prior to that, Mr. Chen served in roles of increasing responsibility at Qualcomm Incorporated, culminating in his appointment as Senior Vice President, Global Head of IP, Legal Counsel, from 2019 to 2021. Mr. Chen will receive cash and equity compensation in accordance with the Company's director compensation program, as described under the caption "Director Compensation" in the Company's most recent proxy statement for its 2024 annual meeting of shareholders filed with the Securities and Exchange Commission on March 26, 2024, which description is incorporated herein by reference. In addition, Mr. Chen and the Company have entered into the Company's standard form indemnification agreement. The appointment of Mr. Chen to serve as a director was not pursuant to any arrangement or underst

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 12, 2024, with approval of the Board, the Company filed with the Secretary of State of the State of New York, a restated certificate of incorporation ("Restated Certificate"), which: (i) eliminates all matters set forth in the Company's Certificate of Incorporation with respect to shares of the Company's $19.375 Convertible Exchangeable Preferred Stock, Participating Preferred Stock, and Series B $19.375 Convertible Exchangeable Preferred Stock, as no shares of any such series are currently outstanding; (ii) changes the post office address to which the Secretary of State shall mail a copy of any process against the Company served upon the Secretary of State; (iii) designates the Company's current registered agent, and specifies the address of the registered agent; and (iv) changes the county of the Company's office within the State of New York. The Restated Certificate became effective as of December 12, 2024, upon the filing with the Secretary of State of the State of New York pursuant to Section 807 of the New York Business Corporation Law. The foregoing summary of the changes effected by the Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing the appointment of Mr. Chen as a member of the Board effective December 11, 2024, is attached hereto as Exhibit 99.1. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, as amended (the "Exchange Act"), or otherwise of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Restated Certificate of Incorporation of Arrow Electronics, Inc., dated as of December 12, 2024. 99.1 Press release issued by Arrow Electronics, Inc., dated December 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: December 12, 2024 By: /s/ Carine L. Jean-Claude Name: Carine L. Jean-Claude Title: Senior Vice President, Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR