📋 What This Document Is

This is a DEF 14A proxy statement — Arrow Electronics’ official notice and information packet for its 2026 Annual Shareholder Meeting.
👉 It tells shareholders what’s being voted on, who the board nominees are, how executives are paid, and outlines key governance proposals. Think of it as the company’s “meeting agenda” sent to owners before the big vote.
The meeting is May 12, 2026, in Englewood, Colorado.

🏢 What Arrow Electronics Does

👉 In simple terms: Arrow is a global technology solutions company that sources and engineers electronic components and enterprise computing hardware for manufacturers and businesses.
They operate in two main segments:

• Global Components (chips, sensors, etc.)
• Enterprise Computing Solutions (servers, storage, cloud infrastructure)
  They’re a critical link in the tech supply chain, helping companies build everything from cars to data centers.

🗳️ What Shareholders Are Voting On

Six key proposals:

1. Elect 8 directors for one-year terms.
2. Ratify Ernst & Young LLP as the independent auditor for 2026.
3. Approve executive compensation (“say-on-pay” advisory vote).
4. Remove supermajority voting rules from the company’s charter — making it easier for shareholders to pass resolutions.
5. Allow shareholders owning 25% to call special meetings (Arrow’s proposal).
6. Consider a shareholder proposal to lower that threshold to 10% — but the board recommends voting against this.

👉 The board supports all except Proposal 6, arguing a 25% threshold balances shareholder rights with stability.

👥 Leadership & Board Changes

• Interim CEO: William F. Austen (appointed Sept. 2025) after Sean Kerins departed.
• Board Chair: Steven H. Gunby (independent).
• Director nominees include experts in tech, finance, supply chain, and cybersecurity.
• Board refreshment: 2 new directors added in 2024, with ongoing focus on skills like AI, global ops, and governance.

💰 Executive Compensation Snapshot

• CEO pay mix leans heavily on performance-based incentives:
  • Base salary, annual cash bonus, long-term equity awards (PSUs, RSUs, options).
• 2025 highlights:
  • Annual cash incentive goals tied to revenue, operating income, and ROIC.
  • Long-term incentives emphasize 3-year TSR (total shareholder return) vs. peers.
• Clawback policies in place to recoup pay if misconduct or financial restatement occurs.
• Pay-versus-performance alignment is emphasized, though specific 2025 CEO total comp figure isn’t in this excerpt.

📈 Company Performance & Strategy (2025)

• Market recovery: Lead times extending, book-to-bill improving, backlog growing.
• Value-added services (design, integration, supply chain) are growing as a share of profits.
• Capital allocation:
  • $150M stock buybacks in 2025.
  • ~$3.6B returned to shareholders since 2020.
• Strategic focus: Cloud, AI, data center infrastructure growth, with ECS segment shifting toward software & recurring revenue.

⚖️ Governance & Shareholder Rights Proposals

Proposal 4a & 4b: Eliminate supermajority voting requirements — aligning with a prior shareholder advisory vote.
👉 This makes it easier for shareholder proposals to pass with a simple majority.

Proposal 5 vs. 6:

• Arrow wants 25% ownership to call special meetings.
• A shareholder proposal pushes for 10%.
  👉 The board argues 10% could allow small groups to disrupt operations, while 25% is a market-standard balance.

🔮 What’s Next

• CEO search underway for a permanent leader (Austen is interim).
• Strategic priorities:
  1. Expand high-margin value-added services.
  2. Grow in AI, cloud, and data center markets.
  3. Maintain disciplined capital allocation (buybacks, reinvestment, selective M&A).
• Industry outlook: Cautiously optimistic as electronics demand recovers.

🧠 The Analogy

Arrow’s proxy statement is like a homeowner association meeting notice — it outlines who’s running the board, how the managers are compensated, what rule changes are proposed (like making it easier to vote on new bylaws), and gives a financial update on the property’s health.

📇 Key Contacts & People

• Interim President & CEO: William F. Austen
• Board Chair: Steven H. Gunby
• Corporate Secretary: Carine L. Jean-Claude
• Investor Contact: [email protected] | 1-800-579-1639
• Proxy Solicitor: D.F. King & Co.
• Auditor: Ernst & Young LLP

🧩 Final Takeaway

Arrow Electronics is navigating a leadership transition while pushing to boost shareholder-friendly governance, expand higher-margin services, and capitalize on tech demand recovery — all under the watch of a refreshed, independent board.