Arrow Electronics (ARW) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors is up for shareholder vote at the annual meeting.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026 is proposed.

• Advisory (non-binding) vote on named executive officer compensation is included.

• Amendments to the Certificate of Incorporation to remove and override supermajority voting provisions are proposed.

• Proposals regarding shareholders' ability to call special meetings at 25% (company proposal, recommended) and 10% (shareholder proposal, not recommended) ownership thresholds are on the ballot.

Board of directors and corporate governance

• Eight nominees are presented for election to the board, including William F. Austen, Lawrence (Liren) Chen, Steven H. Gunby, Michael D. Hayford, Andrew C. Kerin, Carol P. Lowe, Mary T. McDowell, and Gerry P. Smith.

• Board recommends approval of all company proposals and recommends voting against the shareholder proposal for a 10% threshold for calling special meetings.

Audit committee and external auditor matters

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year is recommended.