Business Context and Reporting Period
Company: Arrow Electronics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 6, 2026
Reporting Period: This filing covers specific corporate events occurring on August 6, 2026, including the announcement of Second Quarter 2026 earnings and a significant executive appointment.
Key Financial Metrics
This Form 8-K serves as a notification of events and does not contain detailed financial statements. Specific values for revenue, profit, cash flow, margins, debt, or liquidity for the Second Quarter 2026 are not provided in the text of this filing. The document references an attached earnings press release (Exhibit 99.1) for those figures.
Material Changes and Executive Appointment
The primary material change disclosed is the appointment of Deidra (Dee) C. Merriwether as President and Chief Operating Officer, effective September 8, 2026. Ms. Merriwether joins from W.W. Grainger, Inc., where she served as Senior Vice President and Chief Financial Officer.
Compensation Package Details
- Base Salary: $900,000 annually.
- Target Annual Cash Incentive: $1,125,000 (subject to proration).
- Target Annual Long-Term Incentive (2027): $2,000,000 (50% RSUs, 50% PSUs).
- Sign-on Bonus: $535,000 one-time cash payment upon commencement and relocation.
- One-Time Equity Awards:
- $6,500,000 in RSUs (vesting 50% on 1st and 2nd anniversaries).
- $2,000,000 in PSUs (granted Feb 2027, 3-year performance period).
- $1,000,000 in RSUs (granted Feb 2027, 4-year vesting).
- Other Benefits: Comprehensive relocation benefits and up to $15,000 in legal fee reimbursement.
Guidance, Outlook, and Risks
Guidance and Outlook: The filing text does not provide specific financial guidance or outlook statements. It notes that the Company issued a press release regarding Q2 2026 earnings, but the content of that release is not included in this summary.
Risks and Contingencies:
- Clawback Provisions: The sign-on bonus is subject to repayment if Ms. Merriwether is terminated for "cause" or resigns without "good reason" within the first anniversary of the effective date.
- Equity Vesting: Equity awards are subject to continued employment and, in the case of PSUs, specific stock price and financial performance targets.
- Severance: Eligibility for severance is governed by the Executive Severance Policy and Change in Control Retention Agreement, with specific provisions for termination without "cause" or resignation for "good reason."
Investor Verification Checklist
- Review Exhibit 99.1 (Earnings Press Release) for actual Q2 2026 revenue, earnings per share, and margin data.
- Verify the Employment Agreement (Exhibit 10.1) for full details on vesting schedules, performance metrics for PSUs, and termination clauses.
- Confirm the Board Approval status for the 2027 Long-Term Incentive Plan awards, as noted in the filing.
- Check the Definitive Proxy Statement (filed March 30, 2026) and Form 10-Q (filed May 7, 2026) referenced in the text for the full text of the Executive Severance Policy.