Business Context and Reporting Period
This Form 8-K Current Report was filed by Arrow Electronics, Inc. on September 15, 2021. The report discloses a corporate governance event: the appointment of a new director to the Board of Directors.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It is a current report focused solely on personnel changes.
Material Changes
The Board of Directors increased its size from eleven to twelve members. Carol P. Lowe was appointed as a director, effective September 15, 2021. She was also appointed to the Audit Committee.
Management Commentary and Governance Details
- Director Qualifications: The Board determined Ms. Lowe qualifies as an independent director under NYSE rules, meets heightened independence criteria for audit committee members, and is financially literate and an audit committee financial expert.
- Background: Ms. Lowe previously served as Executive Vice President and CFO of FLIR Systems, Inc. (2017–2021) and Senior Vice President and CFO of Sealed Air Corporation (2012–2017).
- Compensation: Ms. Lowe is eligible to participate in the standard director compensation plans described in the 2021 Proxy Statement. She has also entered into the Company's standard indemnification agreement.
- Term: Her term continues until the 2022 annual meeting of shareholders or until her successor is elected.
Key Facts for Investor Verification
- Verify the full text of the 2021 Proxy Statement to review the specific director compensation arrangements applicable to Ms. Lowe.
- Confirm the composition of the Audit Committee following Ms. Lowe's appointment.
- Review the attached press release (Exhibit 99.1) for additional public commentary on the appointment.