ARW · Arrow Electronics, Inc.

Arrow Electronics held its 2026 annual meeting on May 12, 2026, where shareholders voted on several key governance proposals. The most significant changes were the approval of amendments to the Restated Certificate of Incorporation to remove supermajority voting requirements and to override default supermajority provisions under New York law. These amendments, effective May 13, 2026, lower the voting threshold for certain actions from 90% to a majority. Additionally, shareholders approved a company proposal enabling shareholders holding at least 25% of outstanding common stock for at least one year to call special meetings, subject to procedural requirements. A competing shareholder proposal to lower the threshold to 10% was not approved. The Board also adopted Amended and Restated Bylaws effective immediately, which codify the special meeting procedures and include other clarifying changes. All eight director nominees were elected, Ernst & Young was ratified as auditor, and executive compensation was approved on an advisory basis. These governance changes enhance shareholder rights by reducing supermajority hurdles and providing a mechanism for shareholders to call special meetings, while maintaining a relatively high ownership threshold to prevent abuse.