Arrow Electronics (ARW) Proxy filing summary

Executive summary

• Fiscal year 2025 saw improved fundamentals, strong execution, and advancement of long-term strategy, with a focus on value-added services and disciplined capital allocation, including $150M in share repurchases and continued investment in organic growth and strategic acquisitions.

• Sales reached $30.9B (up 10%), gross profit $3.5B (up 5%), operating income $822M (up 7%), and diluted EPS $10.93 (up 50%) compared to 2024.

• The company is positioned for growth in cloud, AI, and data center infrastructure, with a diversified business model and expanding digital platforms.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay, amendments to remove supermajority voting, and proposals to allow shareholders to call special meetings at 25% (company proposal) or 10% (shareholder proposal) ownership thresholds.

• The Board recommends FOR all management proposals and AGAINST the 10% special meeting threshold.

Board of directors and corporate governance

• Board consists of eight nominees, 88% independent, with diverse skills in leadership, risk management, global operations, finance, technology, and ESG.

• Annual election of directors, independent Board Chair, robust committee structure, and regular board/committee self-assessments.

• Active board refreshment, with three new independent directors added in the last three years.

• Director resignation policy requires any director not receiving a majority vote to tender resignation.