ARROW ELECTRONICS INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2021-09-16 16:10:04 ET ARW

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Carol Lowe as Director

On September 15, 2021, the Board of Directors (the "Board") of Arrow Electronics, Inc. (the "Company") increased the size of the Board from eleven to twelve directors and appointed Carol P. Lowe, age 56, to the Board, effective as of that date. Ms. Lowe will serve for a term continuing until the Company's 2022 annual meeting of shareholders and until her successor has been duly elected and qualified, or until her earlier resignation or removal. The Board also approved Ms. Lowe's appointment to the Audit Committee of the Board. The Board has affirmatively determined that Ms. Lowe qualifies as an "independent director" under the applicable New York Stock Exchange rules, meets the heightened independence criteria required of audit committee members, and qualifies as financially literate and as an audit committee financial expert.

Ms. Lowe served as executive vice president and chief financial officer of FLIR Systems, Inc., a global leader in sensing technologies, from 2017 until its acquisition by Teledyne Technologies in May 2021. At FLIR Systems, she was responsible for all aspects of finance, information technology, sales operations, indirect procurement, and the lean/continuous improvement program. Prior to joining FLIR Systems, Ms. Lowe served as senior vice president and chief financial officer at Sealed Air Corporation, a global manufacturer of food safety and security products, from 2012 to 2017. Earlier in her career, Ms. Lowe served in roles of increasing responsibility, spanning finance and operations with companies in a variety of industries, including industrial technology, manufacturing, and food service. Ms. Lowe is currently a member of the board of directors of EMCOR Group, TCW Special Purpose Acquisition Corporation, and Novolex (a private company).

In Ms. Lowe's role as director, she will be eligible to participate in the director compensation plans and arrangements available to the Company's independent directors. The Company's director compensation program is described under the caption " Director Compensation " in the Company's proxy statement for its 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 1, 2021, which description is incorporated herein by reference. In addition, Ms. Lowe and the Company have entered into the Company's standard form indemnification agreement.

There are no arrangements or understandings between Ms. Lowe and any other person pursuant to which Ms. Lowe was appointed as a director. There are no family relationships between Ms. Lowe and any director or executive officer of the Company, and Ms. Lowe has no direct or indirect material interest in any "related party" transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Ms. Lowe to the Board is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.