Arrow Electronics Inc

This management proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP (EY) as Arrow’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder ratification as a matter of good governance despite the Audit Committee’s authority to appoint auditors, aiming to reaffirm investor confidence in the firm’s qualifications, independence, and familiarity with Arrow’s operations. The Audit Committee evaluated EY’s audit quality, capability to handle Arrow’s global operations, communication quality, integrity, fee appropriateness, and tenure; it emphasized benefits of institutional knowledge and efficiencies from continued engagement. The Board and Audit Committee recommend a vote FOR, arguing that retaining EY avoids onboarding costs and potential disruption, supports audit quality through continuity, and aligns with oversight practices such as pre-approval of non-audit services by the Audit Committee.

This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of Arrow’s Named Executive Officers (NEOs) as disclosed in the CD&A and related compensation tables. Management frames the pay program as heavily performance-based—85% of NEO target total direct compensation is at risk in 2025—using a mix of Absolute EPS for annual incentives and multi-year PSUs tied to rEPS, ROIC-WACC, and for some roles rTSR to align pay with long-term shareholder returns. The Board recommends FOR, citing strong link between pay and performance, annual shareholder engagement, recent say-on-pay support, rigorous metrics and clawback and anti-hedging policies. The advisory vote provides feedback to the Compensation Committee though it is not binding.

This management proposal seeks shareholder approval to amend Arrow’s Restated Certificate of Incorporation to eliminate specific supermajority voting provisions (including a 90% provision and default New York 66⅔% provisions) and make ministerial changes. Management says the action responds to a 2025 shareholder advisory that passed and that removing these barriers modernizes governance, aligns with peer practices, and reduces impediments to standard corporate actions. The Board recommends FOR, arguing the supermajority provisions are overly restrictive, narrow in scope, and that opting out of New York default supermajority rules will enhance shareholder democracy while protecting shareholder interests through other governance mechanisms.

This management-sponsored advisory proposal asks shareholders to approve a Board-initiated by-law amendment to permit shareholders who collectively own 25% or more of outstanding common stock to call special shareholder meetings. Management frames the 25% threshold as consistent with S&P 500 practice and as a balance between empowering shareholders to act on urgent matters while preventing smaller groups or activists from creating distraction and incurring significant costs. The Board recommends FOR because it considers the change an enhancement of shareholder rights calibrated to protect long-term interests and prevent misuse; the proposal is non-binding and the Board would take steps to amend the By-laws if approved.

This shareholder proposal requests that Arrow amend its governing documents to allow shareholders holding a combined 10% of outstanding common stock to call special meetings, arguing this threshold aligns with other companies and empowers shareholders to address board complacency; the proponent asks for no ownership-duration requirement and allows online meetings. Management opposes, recommending the Board’s 25% threshold as a more appropriate balance to prevent disruption and misuse by small groups or single large shareholders, noting Arrow’s robust shareholder engagement. The central controversy is governance: whether to maximize shareholder access (10%) or to protect the company from potential activist disruption (25%). The proposal is non-binding if presented.