8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2006

ARROW ELECTRONICS, INC.

(Exact Name of Company as Specified
in its Charter)

NEW YORK
(State of Incorporation) 1-4482
(Commission
File Number) 11-1806155
(IRS Employer
Identification No.)

50 MARCUS DRIVE, MELVILLE, NEW YORK
(Address of Principal Executive Offices) 11747
((Zip Code)

Company’s telephone number, including area code: (631) 847-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: PRESS RELEASE

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 28, 2006, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) appointed Richard S. Hill as an independent director of the Company. Mr. Hill will serve on the Board’s Audit and Corporate Governance Committees. According to the current Board compensation arrangements, Mr. Hill received a grant of restricted stock units valued at $40,000 that vest in one year. The restricted stock units are subject to a number of additional restrictions until one year after Mr. Hill leaves the Board, at which point the units will be settled with the issuance of shares of Company stock. Mr. Hill will also receive an annual fee of $40,000 and a fee of $2,000 for each Board or committee meeting attended. A copy of the press release announcing the election of Mr. Hill is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

     On February 28, 2006, the Company issued a press release announcing that its Board had authorized the repurchase of up to $100 million of the Company’s common stock, par value $1 per share, through a stock repurchase program. The full text of the press release issued in connection with the announcement of the stock repurchase program is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

Exhibit 99.1 Press release dated February 28, 2006, regarding the election of Mr. Richard S. Hill to the Company’s Board.

Exhibit 99.2 Press release dated February 28, 2006, regarding the Company’s Stock Repurchase Program.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 28, 2006
	ARROW ELECTRONICS, INC.
	By:	/s/ Peter S. Brown
		Name:	Peter S. Brown
		Title:	Senior Vice President, General Counsel and Secretary

2

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated February 28, 2006, regarding the election of Mr. Richard S. Hill to the Company’s Board.
99.2	Press release dated February 28, 2006, regarding the Company’s Stock Repurchase Program.

3

EX-99.1

Exhibit 99.1

ARROW ELECTRONICS ELECTS RICHARD S. HILL
TO ITS BOARD OF DIRECTORS

FOR IMMEDIATE RELEASE

MELVILLE, NEW YORK — February 28, 2006 — Arrow Electronics, Inc. (NYSE:ARW) today announced that Richard S. Hill, 53, has joined its Board of Directors. Mr. Hill will bring the number of independent directors on Arrow’s ten-person Board to nine, continuing Arrow’s commitment to maintaining a substantial majority of independent directors. Mr. Hill will also serve on the board’s fully independent Audit and Corporate Governance Committees.

“We are delighted to welcome Mr. Hill to our board,” stated William E. Mitchell, President and Chief Executive Officer of Arrow. “His extensive global and broad industry experience makes him a valuable addition to our Board and its committees.”

Mr. Hill is Chief Executive Officer and Chairman of Novellus Systems, Inc., which manufactures, markets and services advanced deposition, surface preparation and chemical mechanical planarization equipment for today’s advanced integrated circuits. Mr. Hill was named Chief Executive Officer in 1993, and was appointed Chairman of the Board in 1996. Before joining Novellus, Mr. Hill spent 12 years at Tektronix, Inc. where he held the positions of President, Tektronix Development Company; Vice President of the Test & Measurement Group; and President of Tektronix Components Corporation. Prior to joining Tektronix, Mr. Hill held engineering and management positions at General Electric, Motorola and Hughes Aircraft Company. Mr. Hill holds a bachelor’s degree in engineering from the University of Illinois and a master’s degree in business administration from Syracuse University. He is also a member of the Board of Directors of Agere Systems and the University of Illinois Foundation.

Arrow Electronics is a major global provider of products, services and solutions to industrial and commercial users of electronic components and computer products. Headquartered in Melville, N.Y., Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories.

# # #

Contacts:	Ira M. Birns
	Vice President and Treasurer
	631-847-1657
	Paul J. Reilly
	Senior Vice President and Chief Financial Officer
	631-847-1872

Media Contact:	Jacqueline F. Strayer
	Vice President, Corporate Communications
	631-847-2101

EX-99.2

Exhibit 99.2

ARROW ELECTRONICS TO INITIATE SHARE REPURCHASE PROGRAM

— REPURCHASE PROGRAM TO OFFSET OPTION DILUTION —

FOR IMMEDIATE RELEASE

MELVILLE, NEW YORK — February 28, 2006 — Arrow Electronics, Inc. (NYSE:ARW) today announced the approval by its Board of Directors of authority to repurchase up to $100 million of common stock through a share repurchase program. This action will permit the company to begin repurchasing shares of its common stock as market and business conditions warrant. The company may enter into Rule 10b5-1 plans to facilitate repurchases under the program. A Rule 10b5-1 plan would generally permit the company to repurchase shares at times when it might otherwise be prevented from doing so under certain securities laws.

The share repurchase program has been initiated for the purpose of replenishing some or all of the shares of common stock issued upon the exercise of stock options and in connection with other stock-based compensation plans. The objective of the program is to reduce or eliminate earnings per share dilution caused by the issuance of such shares.

Arrow Electronics is a major global provider of products, services and solutions to industrial and commercial users of electronic components and computer products. Headquartered in Melville, N.Y., Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories.

# # #

Contacts:	Ira M. Birns
	Vice President & Treasurer
	631-847-1657
	Paul J. Reilly
	Senior Vice President & Chief Financial Officer
	631-847-1872
Media Contact:	Jacqueline F. Strayer
	Vice President, Corporate Communications
	631-847-2101