8-K
filed May 13, 2026, 4:06 PM ET
ticker ARW
CIK 0000007536
other
confidence high
sentiment neutral
materiality 0.30
Arrow shareholders approve governance changes, remove supermajority requirements; all directors elected
ARROW ELECTRONICS, INC.
- Shareholders approved removing supermajority voting provisions (46.1M for, 42.5K against) and overriding NYBCL supermajority default (46.1M for, 44.5K against).
- Board adopted amended bylaws reducing special meeting threshold to 25% ownership held for at least one year; procedures and limitations added.
- All eight director nominees elected; auditor Ernst & Young LLP ratified; advisory say-on-pay approved with 43.3M for, 2.8M against.
- Company proposal for special meeting at 25% threshold passed (33.8M for); shareholder proposal for 10% threshold failed (17.1M for, 29.1M against).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ARROW ELECTRONICS, INC.: Board adopted Amended and Restated By-laws with changes to special meeting procedures and other updates (effective 2026-05-12).
- Change
- bylaw amendment
- Effective
- 2026-05-12
Exact text from the filing
on May 12, 2026, the Board of Directors (the “Board”) of Arrow approved and adopted Amended and Restated By-laws (the “Amended and Restated By-laws”), that became effective immediately.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ARROW ELECTRONICS, INC.: Approved amendments to Restated Certificate of Incorporation to remove supermajority voting provisions and override default supermajority requirements under New York Business Corporation Law (effective 2026-05-13).
- Change
- charter amendment
- Effective
- 2026-05-13
Exact text from the filing
Arrow’s shareholders approved two proposals to amend and restate Arrow’s Restated Certificate of Incorporation to (a) remove certain supermajority requirements contained therein and implement other clarifying and ministerial changes, and (b) override default supermajority requirements under the New York Business Corporation Law.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-12 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-12
Exact text from the filing
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation Arrow’s shareholders approved, on an advisory basis, the compensation paid to Arrow’s named executive officers as described in the Proxy Statement. The proposal was passed by the shareholders with 43,272,427 shares voting for, 2,838,378 shares voting against, 153,736 shares abstaining, and 1,965,277 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders approved Election of eight directors to the Board at the 2026-05-12 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-12
Exact text from the filing
Proposal 1: Election of Directors Arrow’s shareholders elected eight directors to the Board, each to hold office for a term of one year, expiring at Arrow’s 2027 annual meeting of 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 45,947,757 316,784 1,965,277 Lawrence (Liren) Chen 45,903,428 361,113 1,965,277 Steven H. Gunby 44,949,250 1,315,291 1,965,277 Michael D. Hayford 45,906,596 357,945 1,965,277 Andrew C. Kerin 42,473,524 3,791,017 1,965,277 Carol P. Lowe 45,443,369 821,172 1,965,277 Mary T. McDowell 45,110,376 1,154,165 1,965,277 Gerry P. Smith 45,274,670 989,871 1,965,277
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders approved Arrow Proposal to Provide Shareholders with Ability to Call Special Meeting at 25% Ownership Threshold at the 2026-05-12 meeting.
- Outcome
- passed
- Meeting
- 2026-05-12
Exact text from the filing
Proposal 5: Arrow Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold Arrow’s shareholders approved an Arrow proposal to provide shareholders with the ability to call a special meeting at a 25% ownership threshold. The proposal was passed by the shareholders with 33,833,051 shares voting for, 8,631,444 shares voting against, 3,800,046 shares abstaining, and 1,965,277 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders rejected Shareholder Proposal to Provide Shareholders with Ability to Call Special Meeting at 10% Ownership Threshold at the 2026-05-12 meeting.
- Outcome
- failed
- Meeting
- 2026-05-12
Exact text from the filing
Proposal 6: Shareholder Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold Arrow’s shareholders did not approve a shareholder proposal to provide shareholders with the ability to call a special meeting at a 10% ownership threshold. The shareholders did not pass the proposal, with 17,059,659 shares voting for, 29,060,764 shares voting against, 144,118 shares abstaining, and 1,965,277 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders approved Amendment to Remove Supermajority Voting Provisions (Proposal 4a) at the 2026-05-12 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-12
Exact text from the filing
Arrow’s shareholders approved amendments to Arrow’s Restated Certificate of Incorporation to remove certain provisions requiring a supermajority vote of shareholders. The proposal was passed by the shareholders with 46,117,978 shares voting for, 42,451 shares voting against, 104,112 shares abstaining, and 1,965,277 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders approved Amendment to Override Default Supermajority Requirements under New York Business Corporation Law (Proposal 4b) at the 2026-05-12 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-12
Exact text from the filing
Arrow’s shareholders also approved amendments to Arrow’s Restated Certificate of Incorporation to override default supermajority requirements under the New York Business Corporation Law. The proposal was passed by the shareholders with 46,115,170 shares voting for, 44,511 shares voting against, 104,860 shares abstaining, and 1,965,277 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ARROW ELECTRONICS, INC. shareholders approved Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2026-05-12 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-12
Exact text from the filing
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Arrow’s shareholders ratified the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment was ratified with 45,228,763 shares voting for, 2,896,560 shares voting against, and 104,495 shares abstaining.
View on SEC.gov
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