UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
On September 16, 2025, Arrow Electronics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to announce, among other things, that the Board of Directors of the Company (the “Board”) had appointed William (“Bill”) Austen as the Company’s Interim President and Chief Executive Officer to succeed Sean Kerins, effective September 16, 2025.
This amendment to the Original 8-K (this “Amended 8-K”) amends and supplements the Original 8-K to provide details about Mr. Austen’s salary, compensation, and other benefits in connection with his appointment. No other changes have been made to the Original 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with his appointment as Interim President and CEO, on September 30, 2025, the Company and Mr. Austen entered into an offer letter, effective as of September 16, 2025, pursuant to which Mr. Austen will receive an annual base salary of $1,200,000 and was awarded a one-time, special grant of restricted stock units (the “RSUs”), with a grant date value of $3,600,000 and a grant date of September 30, 2025. The RSUs are scheduled to vest on the one-year anniversary of the grant date, subject to the terms of the Company’s 2004 Omnibus Incentive Plan and the underlying award agreement and Mr. Austen’s continuous service as the Interim President and CEO or as a member of the Board through the vesting date. In connection with Mr. Austen’s business-related travel to the Company’s corporate headquarters, he will also be entitled to receive relocation assistance benefits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARROW ELECTRONICS, INC. | ||
| Date: October 3, 2025 | By: | /s/ Carine Jean-Claude |
| Carine Jean-Claude | ||
| Senior Vice President, Chief Legal and Compliance Officer, and Secretary | ||