Business Context and Reporting Period
This Form 8-K filing by Arrow Electronics, Inc. (ARW) reports a corporate governance event dated September 17, 2020. The filing details the appointment of a new independent director to the Board of Directors.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The Board of Directors increased the number of Board members to eleven. Gerry P. Smith was appointed as an independent director and a member of the Corporate Governance Committee, effective September 17, 2020.
Management Commentary and Compensation
Mr. Smith will participate in the Company's standard non-employee director compensation arrangements. His compensation package includes:
- An annual retainer of $100,000, starting on the Effective Date.
- An annual grant of restricted stock units valued at $175,000 (based on fair market value on the grant date), to be granted in May 2021.
- Compensation is pro-rated for any partial period of service.
The Company also entered into a standard indemnification agreement with Mr. Smith. No other transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
Key Facts for Investor Verification
- Confirmation of the Board size increase to eleven members.
- Verification of Gerry P. Smith's independence status and background.
- Review of the full "Director Compensation" section in the 2020 Proxy Statement (filed April 1, 2020) for complete terms.
- Confirmation that no undisclosed arrangements influenced the selection of the new director.