UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 28, 2006
ARROW ELECTRONICS, INC.
(Exact Name of Company as Specified
in its Charter)
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NEW YORK
(State of Incorporation)
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1-4482
(Commission
File Number)
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11-1806155
(IRS Employer
Identification No.) |
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50 MARCUS DRIVE, MELVILLE, NEW YORK
(Address of Principal Executive Offices)
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11747
((Zip Code) |
Company’s telephone number, including area code: (631) 847-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the company under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
o Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On February 28, 2006, the Board of Directors (the “Board”) of Arrow Electronics, Inc. (the
“Company”) appointed Richard S. Hill as an independent director of the Company. Mr. Hill will
serve on the Board’s Audit and Corporate Governance Committees. According to the current Board
compensation arrangements, Mr. Hill received a grant of restricted stock units valued at $40,000
that vest in one year. The restricted stock units are subject to a number of additional
restrictions until one year after Mr. Hill leaves the Board, at which point the units will be
settled with the issuance of shares of Company stock. Mr. Hill will also receive an annual fee of
$40,000 and a fee of $2,000 for each Board or committee meeting attended. A copy of the press
release announcing the election of Mr. Hill is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 8.01 Other Events.
On February 28, 2006, the Company issued a press release announcing that its Board had
authorized the repurchase of up to $100 million of the Company’s common stock, par value $1 per
share, through a stock repurchase program. The full text of the press release issued in connection
with the announcement of the stock repurchase program is furnished as Exhibit 99.2 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit 99.1 Press release dated February 28, 2006, regarding the election of Mr. Richard S.
Hill to the Company’s Board. |
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Exhibit 99.2 Press release dated February 28, 2006, regarding the Company’s Stock Repurchase
Program. |