ARW Arrow Electronics Inc

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ARROW ELECTRONICS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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March 25, 2025

Dear Shareholder:

You are invited to Arrow Electronics, Inc.’s (“Arrow” or the “Company”) Annual Meeting of Shareholders (“Annual Meeting”) on Tuesday, May 6, 2025. The formal notice of the Annual Meeting and the Proxy Statement soliciting your vote at the Annual Meeting appear on the following pages.

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Under the rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders online rather than mailing printed copies to each shareholder. Accordingly, you will not receive a printed copy of the proxy materials unless you request one. The Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting (“Notice”) includes instructions on how to access and review the proxy materials, and how to access your proxy card and vote online. If you would like to receive a printed copy of the proxy materials, please follow the instructions included in the Notice.

Please make sure you vote whether or not you plan to attend the Annual Meeting. You can cast your vote in person at the Annual Meeting, online by following the instructions on either the proxy card or the Notice, by telephone, or, if you received paper copies of the proxy materials, by mailing your proxy card in the postage - paid return envelope.

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Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on May 6, 2025

LETTER FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

First and foremost, thank you for your continued investment and confidence in Arrow Electronics.

At Arrow, our global team has the vision to bridge the gap between what’s possible and the practical technologies to make it happen. We are sharply focused on driving demand and expanding addressable markets for our suppliers and customers via our technology-centric position, go-to-market expertise, and supply chain services capabilities. We enable our suppliers to distribute their technologies and help our customers to source, build upon, and leverage these technologies to grow their businesses and enhance their overall competitiveness. We are a trusted partner in a complex value chain and are uniquely positioned through our electronics components and IT content portfolios to deliver long-term shareholder value.

Through our Five Years Out mindset, we are motivated by our purpose: We enable technology solutions that make a positive difference in people’s lives; and we guide the power of innovation to make the world better. Further, we understand the vital role we each play for the good of our business and stakeholders, including our talented global workforce that powers our performance.

Last year presented unique conditions, challenges, and opportunities. Despite unfavorable external factors, our Global Components segment made strong progress with our value-added offerings to drive structural margin improvements for the business. In our Enterprise Computing Solutions (“ECS”) segment, we re-aligned our regional strategies and redoubled our focus on the capabilities that differentiate Arrow, giving us confidence that this business segment is poised to contribute even more as we more closely align our offerings to meet the demands of faster growing markets. We were able to accomplish these results while maintaining an unwavering commitment to our core Arrow values: ethical in how we conduct business; open-minded and courageous as we engage stakeholders; results-oriented and accountable for the quality and outcome of our work; innovative to grow value for stakeholders; and customer - centric to earn trust, loyalty, and repeat business.

Throughout the past year, I have greatly appreciated the opportunity to partner with Arrow’s insightful and independent Board members. Our Board is composed of individuals who have a wide range of backgrounds, experiences, and skillsets that enable them to evaluate and provide valuable perspective on our unique business, and their expertise is vital as we navigate a rapidly evolving market. The Board maintains a robust self-evaluation process that facilitates thoughtful refreshment and succession on an ongoing basis.

As we move through an ongoing cyclical correction, we are optimistic regarding the overall industry backdrop. We believe longer term technology trends will benefit Arrow especially since we are at the center of large and growing markets.

The Board and management team remain focused on enhancing more accretive growth initiatives and prudently managing our cost structure and working capital portfolio. This will enable us to emerge from this period to continue generating long-term value for our shareholders, suppliers, and customers.

I invite you to read about Arrow’s corporate governance and executive compensation practices in the following pages. As always, we welcome your input and value your support.

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ARROW ELECTRONICS, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 2025

TABLE OF CONTENTS

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PROXY STATEMENT

ANNUAL MEETING INFORMATION

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THE PURPOSE OF THIS PROXY STATEMENT

The Board of Arrow, a New York corporation, is providing this Proxy Statement to shareholders of record to solicit proxies to be voted at the Annual Meeting. By returning a completed proxy card, or voting by telephone or internet, you are giving instructions on how your shares are to be voted at the Annual Meeting. This Proxy Statement and the form of proxy are first being made available to shareholders of record on or about March 25, 2025.

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SHAREHOLDERS ENTITLED TO VOTE

Only shareholders of record of Arrow’s common stock at the close of business on March 10, 2025 (“Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 51,867,253 shares of Arrow common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. The presence in person or by proxy of a majority of the shares entitled to vote at the Annual Meeting will constitute a quorum.

A complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during the Annual Meeting.

REVOCATION OF PROXIES

The person giving a proxy may revoke it at any time prior to the time it is voted at the Annual Meeting by giving written notice to Arrow’s Corporate Secretary, Carine L. Jean-Claude, at Arrow Electronics, Inc., 9151 East Panorama Circle, Centennial, Colorado 80112. If the proxy was given by telephone or internet, it may be revoked by voting again via telephone or internet. You may also withdraw your proxy by attending the Annual Meeting and voting in person. If your shares are held in “street name,” you must contact the record holder of the shares regarding how to revoke your proxy.

COST OF PROXY SOLICITATION

Arrow pays the cost of soliciting proxies. Arrow has retained D.F. King & Co., Inc. (“DF King”) to assist in soliciting proxies at an anticipated cost of approximately $20,000, plus additional amounts for fees, costs, and expenses incurred by third party vendors engaged by DF King and out-of-pocket expenses. Arrow will supply soliciting materials to the brokers, fiduciaries, and custodians holding Arrow common stock in a timely manner so that they may send the materials to each beneficial owner. Arrow will reimburse the brokers, fiduciaries, and custodians for their expenses in so doing. In addition to this solicitation by mail, the Board, employees, and agents of the Company may solicit proxies in person, by electronic transmission, or by telephone.

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VOTING MATTERS AND VOTE RECOMMENDATIONS

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VOTING YOUR SHARES

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CERTAIN SHAREHOLDERS

HOLDERS OF MORE THAN 5% OF COMMON STOCK

The following table sets forth certain information with respect to the only shareholders known to the Company to own beneficially more than 5% of the outstanding common stock of Arrow as of March 10, 2025, unless otherwise noted.

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SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the beneficial ownership of the Company’s common stock, as of March 10, 2025, for each director and director nominee, each of the “Named Executive Officers” identified in the CD&A and all directors, director nominees, and executive officers as a group.

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PROXY STATEMENT HIGHLIGHTS

COMPANY OVERVIEW

Arrow sources and engineers technology for thousands of leading manufacturers and service providers. Arrow has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers. These product offerings, coupled with a range of services, solutions, and software, help industrial and commercial customers introduce innovative products, reduce time to market, and enhance overall competitiveness.

Arrow believes that economic success comes from more than just financial growth. As technology’s benefits reach more people, Arrow’s addressable market continues to expand, promoting a healthy economy.

EXECUTIVE COMPENSATION HIGHLIGHTS

Components of 2024 Compensation Program

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CORPORATE GOVERNANCE HIGHLIGHTs

Arrow believes that strong corporate governance is critical to achieving long-term shareholder value. The Board regularly assesses Arrow’s corporate governance policies and profile to ensure that the Company is positioned to achieve its business objectives. As a result, the Board has adopted thoughtful practices and processes and implemented several enhancements to improve independent oversight and increase its effectiveness. The following table highlights some of Arrow’s corporate governance practices and policies:

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SHAREHOLDER ENGAGEMENT AND FEEDBACK

We regularly and proactively engage with our shareholders to better understand their views on our corporate governance practices, executive compensation program, and corporate stewardship and impact matters. Our Board and management team consider their input, along with emerging best practices, as we monitor and evaluate our corporate governance practices and executive compensation program structure. Our management proposals at our 2024 annual shareholder meeting received strong support, which we believe reflects shareholder confidence in the overall philosophy and design of our corporate governance structure and executive compensation program.

In the fall of 2024, we conducted off-season engagement with a cross-section of investors to solicit perspectives on our 2024 annual shareholder meeting, the 2024 proxy season, and any areas of potential concern. Arrow reached out to 29 shareholders representing approximately 74% of shares then outstanding. Shareholders representing approximately 32% of shares then outstanding accepted the offer to engage, and our independent Board Chair, Steven Gunby, participated in meetings with shareholders representing approximately 21% of shares then outstanding. Shareholders representing an additional ~12% of shares then outstanding declined to engage or noted that they were satisfied with Arrow’s profile.

Board Refreshment

The Board believes the fresh perspectives brought by newer directors are critical to a forward-looking and strategic-minded Board when appropriately balanced with the deep understanding of Arrow’s business and the independent institutional knowledge provided by longer-serving directors. Accordingly, Arrow has maintained a deliberate mix of new and longer-tenured directors on the Board, and the Corporate Governance Committee is focused on ensuring the optimal mix of tenures, backgrounds, skills, and perspectives for Arrow. Since 2020, Arrow has added seven new directors – Messrs. Austen, Chen, Hayford, Kerins, and Smith and Mses. Lowe and McDowell – each of whom has a unique skillset and background experience to support the Board’s oversight of Arrow’s strategic goals and initiatives. In 2024, the Board’s comprehensive refreshment efforts resulted in the appointment of Mr. Hayford, who was elected by shareholders at our 2024 annual shareholder meeting, as well as Mr. Chen, who was most recently added to the Board in December 2024. Both Mr. Hayford and Mr. Chen bring deep public company and technology industry experience to the Company’s Board, as well as other relevant skills and experience that align with the evolving needs of the business.

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Snapshot of Director Nominees

Below is a snapshot of the expected composition of Arrow’s Board immediately following the Annual Meeting, assuming the election of the ten nominees named in this Proxy Statement.

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PROPOSAL 1: ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW.

If elected by our shareholders at the Annual Meeting, each nominee will serve for a one-year term expiring at our 2026 annual shareholder meeting. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

All nominees identified below are current members of the Board. They have been recommended for re-election to the Board by the Corporate Governance Committee and approved and nominated for re-election by the Board. In accordance with the Company’s By-Laws (the “By-laws”), the ten (10) nominees receiving a plurality of votes cast at the Annual Meeting will be elected directors, subject to the Director Resignation Policy described below.

If you are a beneficial owner of shares held in “street name” through a broker, fiduciary, or custodian and do not provide the organization that holds your shares with specific voting instructions, then the organization may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. An uncontested election of directors is not considered “routine” under the New York Stock Exchange (“NYSE”) rules. As a result, if a shareholder holds shares in street name, the applicable broker, fiduciary, or custodian is not permitted to exercise voting discretion with respect to this proposal. For this reason, if a “street name” holder does not give the broker, fiduciary, or custodian specific instructions, the shares will not be voted on this proposal, which is referred to as a “broker non-vote.” Broker non-votes and withholding authority to vote for a director nominee will have no effect on the outcome of this proposal (though a director nominee that receives a greater number of “WITHHELD” votes than “FOR” votes in an uncontested election is required by the Board’s Director Resignation Policy to tender his or her resignation to the Board, as discussed in greater detail below under the heading “Director Resignation Policy”).

BOARD MEMBERSHIP REQUIREMENTS

In accordance with the Company’s Corporate Governance Guidelines, members of the Board should have the following skills, abilities, and qualifications:

BOARD NOMINATIONS AND SUCCESSION

During the course of the year, the Corporate Governance Committee discusses Board succession and evaluates potential Board candidates. The Corporate Governance Committee has retained a third-party recruitment firm to assist in identifying and evaluating potential Board nominees.

The Corporate Governance Committee oversees the Company’s annual director nomination process and, as part of that process, considers each potential nominee’s qualifications, skills, attributes, capacity, time commitments, and adherence to the Company’s outside board limitations in its evaluation of whether each such nominee would successfully contribute to the Board and its committees if elected. Based on this evaluation process, the Corporate Governance Committee makes recommendations to the Board that assist the Board in determining who it should nominate to stand for election. In addition, the Corporate Governance Committee continually evaluates potential new candidates for Board membership, which is taken into account when it recommends nominees for election.

The Company uses the following process for assessing needs, identifying candidates, and nominating new director candidates for election.

The graphic below summarizes the factors the Corporate Governance Committee considers in evaluating potential candidates for Board membership.

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As a result of our comprehensive refreshment and recruitment efforts, in 2024, the Company welcomed two new directors to the Board: Mr. Hayford, who was elected to the Board at the 2024 annual shareholder meeting, and Mr. Chen, who was appointed to the Board in December 2024. Both Mr. Hayford and Mr. Chen bring deep public - company and technology industry experience to the Company’s Board, as well as other relevant skills and experience that align with the evolving needs of the business as further described below under the heading “Biographies of Director Nominees.”

The Corporate Governance Committee considers shareholder recommendations of Board nominees as well as those recommended by current directors, officers, employees, and others. Such recommendations may be submitted to Arrow’s Chief Governance, Sustainability, and Human Resources Officer, Gretchen Zech, at Arrow Electronics, Inc., 9151 East Panorama Circle, Centennial, Colorado 80112, who will forward them to the Corporate Governance Committee. Potential candidates suggested by shareholders are evaluated by the Corporate Governance Committee in the same manner as other candidates.

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BOARD COMPOSITION

Whenever the Corporate Governance Committee evaluates a potential candidate for Board membership, it considers that individual in the context of the composition of the Board as a whole. The Corporate Governance Committee is committed to maintaining a Board with a variety of perspectives and experiences that enhance the quality of decision making. Accordingly, the Board believes that its membership should include, among other factors, directors with a variety of backgrounds, attributes, and experiences. The Board demonstrates a varied and qualified composition in the following ways:

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Director Nominee Experience, Skills, and Background Matrix*

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BIOGRAPHIES OF DIRECTOR NOMINEES

Based on each nominee’s experience, attributes, and skills, which exemplify the sought-after characteristics described above, the Corporate Governance Committee has concluded that each nominee possesses the appropriate qualifications to serve as a director of the Company.

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