Arrow Electronics (ARW) Proxy filing summary

Executive summary

• Fiscal year 2025 saw strong execution, improved fundamentals, and advancement of long-term strategy, with a focus on value-added services and disciplined capital allocation.

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

• $150M was returned to shareholders via share repurchases, and since 2020, $3.6B has been returned.

• The company is positioned for sustainable long-term growth, emphasizing margin expansion and cost management.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote to approve named executive officer compensation.

• Amendments to remove supermajority voting provisions from the Certificate of Incorporation.

• Proposal to allow shareholders with 25% ownership to call special meetings (Board recommends FOR).

• Shareholder proposal to allow 10% ownership threshold for special meetings (Board recommends AGAINST).

Board of directors and corporate governance

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

• Annual election of directors, independent Board Chair, and robust committee oversight.

• Three new independent directors added in the last three years.

• Director resignation policy requires any nominee receiving more WITHHELD than FOR votes to tender resignation.

• Board and committee self-assessments and ongoing succession planning are in place.