--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-062033" form_type: "8-K" ticker: "ARW" cik: "0000007536" company_name: "ARROW ELECTRONICS, INC." filed_at: "2023-05-18T23:59:59+00:00" generated_at: "2026-06-14T21:46:36.519681+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Arrow Electronics shareholders elect all 10 director nominees, ratify auditor at 2023 meeting ## Summary - All 10 board nominees elected; highest support was Mary T. McDowell with 99.5% votes for. - Ernst & Young LLP ratified as auditor for FY2023: 48.1M for, 3.1M against, 27.6K abstain. - Say-on-pay advisory vote passed with 45.6M for (92.8% of votes cast), 3.6M against. - Shareholders approved annual frequency for future say-on-pay votes, as Board recommended. ## SEC filing metadata - accession: 0001104659-23-062033 - form_type: 8-K - ticker: ARW - cik: 0000007536 - company_name: ARROW ELECTRONICS, INC. - filed_at: 2023-05-18T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/7536/000110465923062033/0001104659-23-062033-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/7536/000110465923062033/tm2316100d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-062033 - JSON: https://secwatch.observer/filing/0001104659-23-062033.json - Plain text: https://secwatch.observer/filing/0001104659-23-062033.txt ## Key facts - Shareholder Votes ARROW ELECTRONICS, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-05-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-17 source text: 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 45,635,074 shares voting for, 3,555,105 shares voting against, 96,346 shares abstaining, and 1,964,743 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/7536/000110465923062033/0001104659-23-062033-index.htm - Shareholder Votes ARROW ELECTRONICS, INC. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation at the 2023-05-17 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation The Company’s shareholders approved, on an advisory basis, a frequency of every one (1) year for future advisory votes on named executive officer compensation, with the following vote: 45,463,260 shares for a frequency of every one (1) year; 8,155 shares for a frequency of every two (2) years; 3,791,257 shares for a frequency of every three (3) years; 23,853 shares abstaining, and 1,964,743 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/7536/000110465923062033/0001104659-23-062033-index.htm - Shareholder Votes ARROW ELECTRONICS, INC. shareholders approved Election of ten directors to hold office for a term of one year expiring at the 2024 annual meeting at the 2023-05-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 1: Election of Directors The Company’s shareholders elected ten (10) directors to hold office for a term of one year expiring at the 2024 annual meeting of the Company’s shareholders. The voting results for each nominee were as follows: Board Member For Withheld Broker Non-votes William F. Austen 41,636,671 7,649,854 1,964,743 Fabian T. Garcia 48,496,376 790,149 1,964,743 Steven H. Gunby 47,325,838 1,960,687 1,964,743 Gail E. Hamilton 42,081,638 7,204,887 1,964,743 Andrew C. Kerin 45,713,495 3,573,030 1,964,743 Sean J. Kerins 48,274,301 1,012,224 1,964,743 Carol P. Lowe 48,834,101 452,424 1,964,743 Mary T. McDowell 49,031,608 254,917 1,964,743 Stephen C. Patrick 45,466,504 3,820,021 1,964,743 Gerry P. Smith 47,137,313 2,149,212 1,964,743 evidence_url: https://www.sec.gov/Archives/edgar/data/7536/000110465923062033/0001104659-23-062033-index.htm - Shareholder Votes ARROW ELECTRONICS, INC. shareholders approved Ratification of Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-17 source text: 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, 2023. The appointment was ratified with 48,117,355 shares voting for, 3,106,276 shares voting against, and 27,637 shares abstaining. evidence_url: https://www.sec.gov/Archives/edgar/data/7536/000110465923062033/0001104659-23-062033-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.