UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~May~~June 627, 2025

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

New York	1-4482	11-1806155
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

9151 East Panorama Circle, Centennial, CO	80112
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (303) 824-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of the exchange on which registered
Common Stock, $1 par value		ARW		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

~~On May 6, 2025, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s By-laws (the “~~Amended and Restated ~~By-Laws”),~~Credit ~~effective immediately. The changes effected by the Amended and Restated By-Laws, among other things:~~Agreement

·On ~~Enhance~~June ~~advance~~27, ~~notice~~2025, ~~requirements~~Arrow ~~for~~Electronics, Inc. ~~shareholders~~(the ~~submitting~~“Company”) and acertain ~~director~~of ~~nomination~~the orCompany’s ~~shareholder~~subsidiaries, ~~proposal~~as ~~pursuant~~borrowers, toentered ~~the~~into a Fifth Amended and Restated ~~By-Laws,~~Credit ~~including~~Agreement ~~requiring~~with ~~certain~~the ~~information~~lenders from ~~about~~time ~~such~~to ~~nomination~~time orparties ~~proposal~~thereto, and JPMorgan Chase Bank, N.A. as administrative agent (the “Credit Agreement”), which ~~nominating~~amends orthe ~~proposing~~Company’s ~~shareholder;~~existing credit facility dated as of September 9, 2021 (the “Previous Credit Agreement”). The Credit Agreement provides for extensions of credit in the aggregate amount of up to $2,000,000,000, consisting of revolving credit facilities and letters of credit.

·The ~~Specify~~Credit ~~the~~Agreement ~~powers~~was ofamended ~~the~~and ~~chair~~restated ofto, aamong ~~shareholder~~other ~~meeting~~things: extend the maturity date to ~~regulate~~June ~~conduct~~27, at2030; ~~such~~add ~~meeting~~a ~~and~~step-up toprovision ~~adjourn~~temporarily raising the ~~meeting~~maximum permitted leverage ratio in the event of certain material acquisitions; and modify certain conditions, covenants, and financial definitions.

·Interest ~~Require~~and ~~director~~fees ~~candidates~~under tothe ~~make~~Credit ~~themselves~~Agreement ~~available~~will ~~for~~generally ~~interviews~~be ~~with~~payable at ~~members~~least on a quarterly basis, and the applicable margins and fees are determined based on the actual or implied senior unsecured debt ratings of the ~~Board;~~Company in effect from time to time by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC, or Fitch Ratings, Inc. Interest on borrowings under the Credit Agreement is calculated using a base rate or a benchmark rate plus an applicable margin, which applicable margin ranges from 0.000% to 1.633%. The Credit Agreement also requires the Company to pay certain additional customary fees and expenses, including facility fees.

·The ~~Provide~~Company ~~that~~and ~~any~~certain ~~shareholder~~of ~~soliciting~~its ~~proxies~~U.S. ~~from~~and ~~other~~non-U.S. ~~shareholders~~subsidiaries ~~must~~may ~~use~~be borrowers aunder ~~proxy~~the ~~card~~Credit ~~color~~Agreement. Loans may be made and letters of credit may be issued under the Credit Agreement in U.S. Dollars, British Pounds Sterling, Euros, and other ~~than~~specified ~~white;~~currencies. The Company’s obligations are guaranteed by certain of the Company’s domestic subsidiaries. The obligations of any subsidiary borrowers are guaranteed by the Company.

·The ~~Clarify~~Credit ~~the~~Agreement ~~Board’s~~contains ~~power~~a tonumber ~~call~~of ~~special~~customary ~~meetings~~covenants, ofincluding, among other things, the ~~Board~~requirement to comply with a consolidated leverage ratio test; restrictions on ~~less~~the ~~than~~Company’s 24and ~~hours~~certain of its subsidiaries’ ~~notice,~~ability ifto ~~necessary~~incur liens, merge or ~~appropriate~~consolidate ~~under~~with other companies; restrictions on the ~~circumstances~~ability to make certain acquisitions; and restrictions on the ability of the Company’s subsidiaries to incur indebtedness.

·The ~~Implement~~maturity ~~non~~date of the Credit Agreement may be accelerated upon the occurrence and during the continuation of an event of default. Events of default under the Credit Agreement include the failure to pay principal or interest when due; a material breach of any representation or warranty; covenant defaults; bankruptcy or insolvency related events of the Company or certain subsidiaries; imposition of certain judgments against the Company or any of its subsidiaries; certain events relating to the Employee Retirement Income Security Act of 1974 (as amended); a change in control (with respect to the Company’s board of directors or the ownership of the Company’s shares); impairment of loan documentation or any guarantees related to the Credit Agreement; and cross-~~substantive~~defaults to certain other indebtedness, ~~technical~~guarantee obligations, ~~and~~or ~~conforming~~permitted ~~changes,~~receivables ~~including~~securitizations ~~removing~~of the ~~obsolete~~Company ~~provisions~~or any of its consolidated subsidiaries.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the ~~complete~~full text of the ~~Amended~~Credit ~~and~~Agreement, ~~Restated~~filed ~~By-Laws attached hereto~~ as Exhibit 310.1 hereto and incorporated ~~herein~~ by reference herein.

Item 52.0703. ~~Submission~~Creation of ~~Matters~~a toDirect aFinancial ~~Vote~~Obligation or an Obligation Under an Off-Balance Sheet Arrangement of ~~Security~~a ~~Holders~~Registrant.

AtThe ~~the~~information ~~2025~~set ~~Annual Meeting of~~forth ~~Shareholders~~above ofin ~~the~~Item ~~Company held on May 6, 2025 (the “Annual Meeting”), four proposals were submitted to the Company’s shareholders~~1.01 ~~The~~is ~~proposals~~incorporated ~~are~~by ~~described~~reference ininto ~~detail~~this inItem ~~the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 25, 2025 (the “Proxy Statement”)~~2.03.

~~Proposal~~Item 1:9.01. ~~Election~~Financial ofStatements ~~Directors~~and Exhibits.

~~The~~(d) Company’s shareholders elected ten directors to the Board, each to hold office for a term of one year expiring at the 2026 annual meeting of the Company’s shareholders and until his or her successor has been elected and qualified. The voting results for each nominee were as follows:Exhibits

Board Member		For		Withheld		Broker Non-votes
	Exhibit Number	Description
William F. Austen			38,313,713		7,697,397		1,807,438
	10.1	Fifth Amended and Restated Credit Agreement, dated as of June 27, 2025, among Arrow Electronics, Inc. and certain of its subsidiaries, as borrowers; the lenders from time to time parties thereto; JPMorgan Chase Bank, N.A. as administrative agent; and Bank of America, N.A., BNP Paribas, ING Bank N.V., Dublin Branch, and Mizuho Bank, Ltd. as syndication agents.
Lawrence (Liren) Chen			45,769,384		241,726		1,807,438
Steven H. Gunby			45,261,766		749,344		1,807,438
Gail E. Hamilton			43,361,816		2,649,294		1,807,438
Michael D. Hayford			45,677,130		333,980		1,807,438
Andrew C. Kerin			43,264,093		2,747,017		1,807,438
Sean J. Kerins			45,682,580		328,530		1,807,438
Carol P. Lowe			44,404,611		1,606,499		1,807,438
Mary T. McDowell			45,666,536		344,574		1,807,438
Gerry P. Smith			45,575,506		435,604		1,807,438

~~Proposal~~104 2:Cover ~~Ratification~~Page ~~of Appointment~~Interactive ofData ~~Independent~~File ~~Registered~~(embedded ~~Public~~within ~~Accounting~~the ~~Firm~~Inline XBRL document)

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified with 45,490,202 shares voting for, 2,308,953 shares voting against, and 19,393 shares abstaining.SIGNATURES

~~Proposal~~Pursuant 3:to ~~Advisory~~the ~~Vote~~requirements toof the Securities ~~Approve~~Exchange ~~Named~~Act ~~Executive~~of ~~Officer~~1934, ~~Compensation~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as described in the Proxy Statement. The proposal was passed by the shareholders with 44,927,277 shares voting for, 1,037,850 shares voting against, 45,983 shares abstaining, and 1,807,438 broker non-votes.

	ARROW ELECTRONICS, INC.

Date: June 27, 2025	By:	/s/ Carine Jean-Claude
	Name:	Carine Jean-Claude
	Title:	Senior Vice President, Chief Legal and Compliance Officer, and Secretary

Proposal 4: Advisory Vote to Approve a Shareholder Proposal to Replace Supermajority Voting Provisions in the Company’s Charter and By-laws with a Simple Majority Voting Standard

The Company’s shareholders approved, on an advisory basis, replacing supermajority voting provisions in the Company’s Certificate of Incorporation and By-laws with simple majority voting standards. The proposal was passed by the shareholders with 38,149,220 shares voting for, 7,814,930 shares voting against, 46,960 shares abstaining, and 1,807,438 broker non-votes.

Item 9.01. Financial Statements And Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Arrow Electronics, Inc. Amended and Restated By-Laws.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 8, 2025	By:	/s/ Carine Jean-Claude
	Name:	Carine Jean-Claude
	Title:	Senior Vice President, Chief Legal and Compliance Officer, and Secretary

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