ARROW ELECTRONICS, INC.

UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of**

**the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

ARROW ELECTRONICS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

March 25, 2025

Dear Shareholder:

You are invited to Arrow Electronics, Inc.’s (“Arrow” or the “Company”) Annual Meeting of Shareholders (“Annual Meeting”) on Tuesday, May 6, 2025. The formal notice of the Annual Meeting and the Proxy Statement soliciting your vote at the Annual Meeting appear on the following pages.

Under the rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders online rather than mailing printed copies to each shareholder. Accordingly, you will not receive a printed copy of the proxy materials unless you request one. The Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting (“Notice”) includes instructions on how to access and review the proxy materials, and how to access your proxy card and vote online. If you would like to receive a printed copy of the proxy materials, please follow the instructions included in the Notice.

Please make sure you vote whether or not you plan to attend the Annual Meeting. You can cast your vote in person at the Annual Meeting, online by following the instructions on either the proxy card or the Notice, by telephone, or, if you received paper copies of the proxy materials, by mailing your proxy card in the postage - paid return envelope.

Important Notice Regarding the Availability of Proxy Materials**

**for the Shareholder Meeting to be Held on May 6, 2025

LETTER FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

First and foremost, thank you for your continued investment and confidence in Arrow Electronics.

At Arrow, our global team has the vision to bridge the gap between what’s possible and the practical technologies to make it happen. We are sharply focused on driving demand and expanding addressable markets for our suppliers and customers via our technology-centric position, go-to-market expertise, and supply chain services capabilities. We enable our suppliers to distribute their technologies and help our customers to source, build upon, and leverage these technologies to grow their businesses and enhance their overall competitiveness. We are a trusted partner in a complex value chain and are uniquely positioned through our electronics components and IT content portfolios to deliver long-term shareholder value.

Through our Five Years Out mindset, we are motivated by our purpose: We enable technology solutions that make a positive difference in people’s lives; and we guide the power of innovation to make the world better. Further, we understand the vital role we each play for the good of our business and stakeholders, including our talented global workforce that powers our performance.

Last year presented unique conditions, challenges, and opportunities. Despite unfavorable external factors, our Global Components segment made strong progress with our value-added offerings to drive structural margin improvements for the business. In our Enterprise Computing Solutions (“ECS”) segment, we re-aligned our regional strategies and redoubled our focus on the capabilities that differentiate Arrow, giving us confidence that this business segment is poised to contribute even more as we more closely align our offerings to meet the demands of faster growing markets. We were able to accomplish these results while maintaining an unwavering commitment to our core Arrow values: ethical in how we conduct business; open-minded and courageous as we engage stakeholders; results-oriented and accountable for the quality and outcome of our work; innovative to grow value for stakeholders; and customer - centric to earn trust, loyalty, and repeat business.

Throughout the past year, I have greatly appreciated the opportunity to partner with Arrow’s insightful and independent Board members. Our Board is composed of individuals who have a wide range of backgrounds, experiences, and skillsets that enable them to evaluate and provide valuable perspective on our unique business, and their expertise is vital as we navigate a rapidly evolving market. The Board maintains a robust self-evaluation process that facilitates thoughtful refreshment and succession on an ongoing basis.

As we move through an ongoing cyclical correction, we are optimistic regarding the overall industry backdrop. We believe longer term technology trends will benefit Arrow especially since we are at the center of large and growing markets.

The Board and management team remain focused on enhancing more accretive growth initiatives and prudently managing our cost structure and working capital portfolio. This will enable us to emerge from this period to continue generating long-term value for our shareholders, suppliers, and customers.

I invite you to read about Arrow’s corporate governance and executive compensation practices in the following pages. As always, we welcome your input and value your support.

ARROW ELECTRONICS, INC.**

ANNUAL MEETING OF SHAREHOLDERS

**TO BE HELD MAY 6, 2025