Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Arrow Electronics, Inc. (the “Company”) is filing this
amendment to its Current Report on Form 8-K filed on May 2, 2022, which reported on (1) the resignation of Michael J. Long as Chairman,
President, and Chief Executive Officer and the appointment of Mr. Long as Executive Chairman of the Board, in each case, effective June
1, 2022, (2) the appointment of Sean J. Kerins as a member of the Board, effective May 11, 2022, and (3) the appointment of Mr. Kerins
as President and Chief Executive Officer, effective June 1, 2022.
At the time of the initial filing, the Compensation Committee (the
“Committee”) of the Board of Directors (the “Board”) of the Company had not taken action regarding the compensation
of (1) Mr. Kerins as President and Chief Executive Officer or (2) Mr. Long as Executive Chairman of the Board. On May 11, 2022, the Committee
recommended and the Board approved the following:
(c) Compensation
of Sean J. Kerins as President and Chief Executive Officer
Effective June 1, 2022, Mr. Kerins’ annual base salary will increase
to $1,000,000 from $750,000, and his target award under the annual cash incentive plan will increase to $2,000,000 from $750,000. The
actual amount of any cash incentive award to Mr. Kerins remains subject to Committee and Board approval. The Committee and Board also
approved a one-time award of restricted stock units with a value of $600,000 and a one-time award of performance stock units with a target
value of $600,000. Both equity awards shall be subject to the terms of the Company’s 2004 Omnibus Incentive Plan, as previously
amended from time to time, and standard grant and vesting agreements. In addition, to allow Mr. Kerins to continue to accrue benefits
after age 60, Mr. Kerins’ letter entered into on July 30, 2014 with respect to his participation in the Company’s Supplemental
Executive Retirement Plan (the “SERP”) was amended to reflect that the definition of his normal retirement age for purposes
of the SERP will be the later of (1) age 60 and (2) his actual termination date.
(c) Compensation
of Michael J. Long as Executive Chairman
Effective June 1, 2022, Mr. Long’s annual base salary will be
adjusted to $1,000,000 from his current base salary as President and Chief Executive Officer of $1,320,000. Mr. Long will continue to
participate in the Company’s annual cash incentive and long-term equity incentive plans. The target award under the annual cash
incentive plan for Mr. Long will be adjusted to $2,000,000 from $3,180,000. The actual amount of any cash incentive award and equity awards
to Mr. Long remains subject to Committee and Board approval.
Mr. Long and Mr. Kerins will not receive compensation for their respective
service as non-independent Directors.
Descriptions of the Company’s severance policies, change in control
agreements, and other benefits available to Mr. Kerins and Mr. Long are contained in the Company’s proxy statement
filed with the Securities and Exchange Commission on March 30, 2022.