ARROW ELECTRONICS, INC.
For the period ended Apr 4, 2026. Filed May 7, 2026.
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Apr 4, 2026 · Filed May 7, 2026
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Item 5. Other Information
Amendment to the Company’s Executive Severance Policy
On May 5, 2026, the Compensation Committee of the company’s Board of Directors (the “Compensation Committee”) approved an amendment and restatement of the company’s Executive Severance Policy (“severance policy”), which provides for severance benefits to certain employees of the company in connection with a qualifying termination of employment, including each of the company’s currently employed named executive officers other than William F. Austen and Eric C. Nowak. The severance policy was updated to provide that outstanding equity awards held by participants whose employment is terminated by the company without “cause” (as defined in the severance policy) will be treated as if the participant experienced a “Retirement” for purposes of the applicable award agreements and, accordingly, will continue to vest in accordance with their original vesting schedules following such participant’s termination of employment until such awards are fully vested, based on actual performance with respect to performance-based awards and, beginning with awards granted in 2026, prorated in the case of any awards granted in the year in which the participant’s separation occurs. The severance policy was also revised to extend the post-termination exercise period for stock options described above from ninety days to seven years or, if earlier, the original expiration date.
In addition, on May 5, 2026, the Compensation Committee approved updates to its administrative guidelines applicable to outstanding equity awards held by separating employees to provide that (i) outstanding equity awards held by participants in the severance policy who are eligible for early retirement under the company’s policies but have not yet reached normal retirement age will continue to vest in accordance with their original vesting schedules following such participant’s termination of employment without cause until such awards are fully vested, based on actual performance with respect to performance-based awards, and (ii) beginning with awards granted in 2026, any equity awards granted to an employee in the year of such employee’s “Retirement” (as defined in the applicable award agreement) will continue to vest on a prorated basis, rather than in full. The Compensation Committee also approved updates to the company’s Form of Retirement Agreement applicable to members of the executive committee who are eligible to participate in the severance policy, providing that members of the company’s executive committee who voluntarily retire after meeting the requirements for either early retirement or normal retirement under the company’s policies, including each of the company’s currently employed named executive officers other than William F. Austen and Eric C. Nowak, will be eligible to receive a prorated bonus for the year in which their retirement occurs, based on actual performance, as well as any earned but unpaid bonus for the prior year.
Trading Arrangements
During the quarter ended April 4, 2026, none of the company’s directors or officers adopted, amended, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
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