UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): May
10, 2018
ARROW
ELECTRONICS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
NEW YORK |
1-04482 |
11-1806155 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
9201 East Dry Creek Road, Centennial, CO 80112 |
(Address of Principal Executive Offices) |
Registrant’s
telephone number, including area code: (303) 824-4000
Not
Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ⃞
If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ⃞
Item 5.07. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Arrow Electronics, Inc. (the “Company”) was held on May 10, 2018. The proposals are described in the Company’s Proxy Statement in connection with the 2018 Annual Meeting of Shareholders. As of the record date, there were a total of 87,633,886 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting 79,555,187 shares of common stock were represented in person or by proxy. Therefore, a quorum was present.
Proposal 1 — Election of directors
The number of directors is fixed at nine and the following persons were
nominated to serve, and were elected, as directors of the Company. The
voting results for each nominee were as follows:
Board Member | For | Withheld | Broker Non-votes |
Barry W. Perry | 74,066,798 | 2,627,798 | 2,860,591 |
Philip K. Asherman | 75,478,171 | 1,216,425 | 2,860,591 |
Steven H. Gunby | 76,478,519 | 216,077 | 2,860,591 |
Gail E. Hamilton | 75,848,036 | 846,560 | 2,860,591 |
Richard S. Hill | 64,670,668 | 12,023,928 | 2,860,591 |
M.F. (Fran) Keeth | 74,398,276 | 2,296,320 | 2,860,591 |
Andrew C. Kerin | 75,359,859 | 1,334,737 | 2,860,591 |
Michael J. Long | 73,307,154 | 3,387,442 | 2,860,591 |
Stephen C. Patrick | 73,740,673 | 2,953,923 | 2,860,591 |
Proposal 2 — The ratification of the
appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2018
The shareholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The appointment was ratified with 75,884,663 shares voting for, 3,656,565 shares voting against, and 13,959 shares abstaining.
Proposal 3 — Advisory vote on executive compensation
The shareholders were asked to approve, on an advisory basis, the compensation paid to the Company’s executive officers, as described in the Company’s Proxy. The proposal was passed by the shareholders with 68,034,903 shares in favor, 8,444,407 shares against, 215,286 shares abstaining, and 2,860,591 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARROW ELECTRONICS, INC. |
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Date: May 10, 2018 |
By: |
/s/ Gregory Tarpinian |
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Name: Gregory Tarpinian |
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Title: Senior Vice President & Chief Legal Officer |
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