Arrow Electronics Files Definitive Proxy Statement

Ticker: ARW · Form: DEF 14A · Filed: Mar 26, 2024 · CIK: 7536

Arrow Electronics, INC. DEF 14A Filing Summary
FieldDetail
CompanyArrow Electronics, INC. (ARW)
Form TypeDEF 14A
Filed DateMar 26, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$20,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Executive Compensation, Corporate Governance, Shareholder Meeting, Arrow Electronics

TL;DR

<b>Arrow Electronics filed its Definitive Proxy Statement for the period ending May 7, 2024, detailing executive compensation and corporate governance.</b>

AI Summary

ARROW ELECTRONICS, INC. (ARW) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Arrow Electronics, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024. The filing covers the period ending May 7, 2024, with a fiscal year end of December 31. The company's principal executive offices are located at 9151 East Panorama Circle, Centennial, CO 80112. The filing includes compensation details for PEO and Non-PEO NEO members for the fiscal year 2023. Specific adjustments for pension and equity awards are detailed for executive compensation.

Why It Matters

For investors and stakeholders tracking ARROW ELECTRONICS, INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on corporate matters. It provides transparency into how the company's leadership is compensated and the performance metrics tied to their pay.

Risk Assessment

Risk Level: — ARROW ELECTRONICS, INC. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance without immediate financial or operational performance indicators.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to inform their voting decisions at the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did ARROW ELECTRONICS, INC. file this DEF 14A?

ARROW ELECTRONICS, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ARROW ELECTRONICS, INC. (ARW).

Where can I read the original DEF 14A filing from ARROW ELECTRONICS, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ARROW ELECTRONICS, INC..

What are the key takeaways from ARROW ELECTRONICS, INC.'s DEF 14A?

ARROW ELECTRONICS, INC. filed this DEF 14A on March 26, 2024. Key takeaways: Arrow Electronics, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024.. The filing covers the period ending May 7, 2024, with a fiscal year end of December 31.. The company's principal executive offices are located at 9151 East Panorama Circle, Centennial, CO 80112..

Is ARROW ELECTRONICS, INC. a risky investment based on this filing?

Based on this DEF 14A, ARROW ELECTRONICS, INC. presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance without immediate financial or operational performance indicators.

What should investors do after reading ARROW ELECTRONICS, INC.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to inform their voting decisions at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does ARROW ELECTRONICS, INC. compare to its industry peers?

Arrow Electronics operates in the wholesale distribution of electronic components and enterprise computing solutions.

Are there regulatory concerns for ARROW ELECTRONICS, INC.?

The filing is a standard DEF 14A, subject to SEC regulations for public companies regarding disclosure of executive compensation and shareholder matters.

Industry Context

Arrow Electronics operates in the wholesale distribution of electronic components and enterprise computing solutions.

Regulatory Implications

The filing is a standard DEF 14A, subject to SEC regulations for public companies regarding disclosure of executive compensation and shareholder matters.

What Investors Should Do

  1. Review the detailed executive compensation tables for PEO and Non-PEO NEOs.
  2. Analyze any proposed resolutions or director elections presented in the proxy statement.
  3. Understand the company's governance practices as outlined in the filing.

Year-Over-Year Comparison

This is a routine DEF 14A filing, providing updated information on executive compensation and corporate governance for the upcoming shareholder meeting.

Filing Stats: 4,451 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2024-03-26 06:46:00

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 7 Corporate Governance Highlights 8 Commitment to Board Diversity 8 Board Refreshment 8 Snapshot of Director Nominees 9 Environmental, Social, and Governance Overview 10 Proposal 1 : Election of Directors 11 The Board Recommends a Vote "For" All of the Nominees Named Below 11 Board Membership Requirements 11 Board Nominations and Succession 12 Diversity 13 Director Nominee Diversity and Experience Matrix 15 Biographies of Director Nominees 17 Director Resignation Policy 24 The Board and Its Committees 25 Board Leadership Structure 25 Committees 26 Audit Committee 27 Compensation Committee 28 Corporate Governance Committee 29 Succession Planning 30 Enterprise Risk Management 30 Board Oversight of Risk Management 30 Arrow's Approach to Enterprise Risk Management 31 Compensation Risk Analysis 32 Environmental, Social, and Governance Oversight 33 Information Security, Privacy, and Compliance Oversight 33 Board and Committee Assessments 33 Directors' Additional Board Service 34 Independence 34 Compensation Committee Interlocks and Insider Participation 34 Meetings and Attendance 35 Director Compensation 35 Director Stock Ownership Guidelines 37 Audit Committee Report 38 Principal Accounting Firm Fees 39 Proposal 2 : Ratification of Appointment of independent Registered Public Accounting Firm 40 The Audit Committee and the Board Recommends a Vote "For" the Ratification of the Appointment of Ernst & Young LLP 40 Proposal 3 : Advisory Vote to Approve Named Executive Officer Compensation 42 The Board Recommends a Vote "For" the Approval of the Compensation of the Named Executive Officers as Disclosed in this Proxy Statement 42 Compensation Discussion and Analysis 43

Executive Compensation

Executive Compensation 43 Executive Summary 43 2023 Business Strategy and Performance Highlights 43 Shareholder Feedback and 2023 Say-On-Pay 45 2023 Executive Compensation Program At-A-Glance 46 What Guides Our Program 48 The Principal Elements of Pay 48 Target Total Direct Compensation Pay Mix 48 Best Compensation Practices and Policies 50 The 2023 Executive Compensation Program in Detail 50 Base Salary 50 Annual Cash Incentives 51 Long-Term Incentive Awards 56 The Company's Decision-Making Process 60 The Role of the Compensation Committee 60 The Role of Management 61 The Role of the Independent Compensation Consultant 61 The Role of Peer Companies 61 Other Practices, Policies, and Guidelines 63 Stock Ownership Requirements 63 Clawback Policies 63 Insider Trading Policy 64 Anti-Hedging and Anti-Pledging Policy 65 Severance Policy and Change in Control Agreements 65 Retirement Programs and Other Benefits 65 Compensation Committee Report 67 Compensation of the Named Executive Officers 68 2023 Summary Compensation Table 68 All Other Compensation — Detail 69 2023 Grants of Plan-Based Awards 70 2023 Outstanding Equity Awards at Fiscal Year-End 71 Stock Vested and Options Exercised in 2023 73 2023 Nonqualified Deferred Compensation 74 Supplemental Executive Retirement Plan 74 Agreements and Potential Payouts upon Termination or Change in Control 76 Severance Policy 76 Participation Agreements 77 Change in Control Retention Agreements 77 Impact of Section 409A of the Internal Revenue Code 78 2023 Potential Payouts upon Termination 79 Performance Stock Unit, Restricted Stock Unit, and Non-Qualified Stock Option Award Agreements 84 CEO Pay Ratio 85 Pay Versus Performance 87 Related Person Transactions 91 Availability of More Information 92 Multiple Shareholders with the Same Address 93 Submiss

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Components of 2023 Compensation Program CEO Other NEOs Description Annual Base Salary > Base salary is set at market-competitive levels relative to comparable jobs at similar companies and also reflects the experience, potential, and performance of executives CASH Annual Cash Incentive Compensation > Annual cash incentives are performance-based rewards for the attainment of pre-established financial and strategic targets > Based on financial and quantitative strategic metrics – Absolute EPS (70%) and Strategic Goals (30%) Long-Term Incentive Compensation > Long-term incentives are designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of the Company's executives with those of its shareholders > 50% Performance Stock Units and 50% Restricted Stock Units EQUITY 7 Table of Contents 2024 ANNUAL PROXY STATEMENT CORPORATE GOVERNANCE HIGHLIGHTs Arrow believes that good corporate governance is critical to achieving long-term shareholder value. The following table highlights some of Arrow's corporate governance practices and policies: Annual election of directors Annual advisory say-on-pay vote All director nominees other than our CEO are independent Independent Board Chair Independent committees Limit on directorships a Board member can hold Rigorous stock ownership guidelines for directors and certain key executives Anti-hedging and anti-pledging policy Ongoing succession planning for executive leadership team and directors 44% new directors since 2021 Proxy access rights for shareholders Board committee oversight of environmental, social, and governance ("ESG") matters Annual Board and committee self-assessments and individual director peer evaluations Resignation policy for directors not receiving a majority vote (see description below under subheading "Director Resignation Policy") Active shareholder engagement (see de

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