ARROW ELECTRONICS, INC. 8-K

What Happened
Arrow Electronics, Inc. announced that on May 12, 2026 its shareholders approved two proposals to amend and restate the company’s Restated Certificate of Incorporation to remove certain supermajority provisions and make clarifying changes. The amended certificate was filed with the New York Secretary of State and became effective on May 13, 2026. On May 12, 2026 the Board also approved and adopted Amended and Restated By‑laws, which became effective immediately.

Key Details

• Shareholder vote date: May 12, 2026; Certificate filing/effective date: May 13, 2026.
• The charter amendments remove certain supermajority requirements and override default supermajority rules under New York law.
• The Amended and Restated By‑laws allow the corporate secretary to call a special shareholder meeting upon request by one or more shareholders who have continuously held at least 25% of outstanding common stock for at least one year and follow the by‑laws’ procedures.
• The by‑laws limit special meeting requests — Arrow need not call a meeting if the requested business is not proper under law, duplicates business presented within 90 days, falls within a specified pre‑annual‑meeting blackout window, or fails to meet procedural requirements; special meetings will be limited to the business specified in the request (plus any items the Board adds).

Why It Matters
These changes alter Arrow’s corporate governance rules: removing some supermajority voting hurdles can make it easier for certain corporate actions to pass, while the 25% ownership threshold and procedural limitations for calling special meetings make it harder for smaller shareholders to force special meetings. For investors, this affects shareholder influence and the mechanics for proposing and advancing corporate actions — important considerations for proxy voting, potential activism, and governance engagement.