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.
(d) Exhibits
Exhibit Number Description
99.1 Press release issued by Arrow Electronics, Inc. dated
September 16, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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