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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy

Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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Filed by the Registrant  þ

Filed by a Party other than the Registrant  ◻

Check the appropriate box:

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OUR 2021 ANNUAL MEETING AND PROXY STATEMENT	Wednesday, May 12, 2021 at 8:00 a.m. MT Hilton Denver Inverness 200 Inverness Drive West Englewood, Colorado 80112

April 1, 2021

You are invited to Arrow Electronics, Inc.’s (“Arrow” or “Company”) Annual Meeting of Shareholders (“Annual Meeting”) on Wednesday, May 12, 2021. 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 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting (the “Notice”) includes instructions on how to access and review the materials, and how to access your proxy card and vote online. If you would like to receive a printed copy of our 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 our proxy materials, by mailing your proxy card in the postage-paid return envelope.

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WHEN: Wednesday, May 12, 2021 8:00 a.m. MT WHERE: Hilton Denver Inverness 200 Inverness Drive West Englewood, Colorado 80112 AGENDA: 1. Elect the directors for the ensuing year. 2. Ratify the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. Hold an advisory vote on named executive officer compensation. 4. Transact such other business as may properly come before the Annual Meeting or any adjournments thereof.			NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
				​	​	April 1, 2021 You are invited to Arrow’s Annual Meeting on Wednesday, May 12, 2021. Only shareholders of record at the close of business on March 18, 2021 are entitled to notice of and to vote at the Annual Meeting. Shareholders can vote online, by telephone, by completing and returning the proxy card, or by attending the Annual Meeting. The Notice and the proxy card have detailed instructions for voting, including voting deadlines.
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				​	​	Internet Visit the website noted on your proxy card to vote online.	Telephone Use the toll-free number on your proxy card to vote by telephone.	Mail Sign, date, and return your proxy card in the enclosed envelope to vote by mail.	In Person Cast your vote in person at the annual meeting.
				​	​	Shareholders may revoke a proxy (change or withdraw their votes) at any time prior to the Annual Meeting by following the instructions in the Proxy Statement. You may request a printed copy of the proxy materials and Arrow’s Annual Report by calling 1-800-579-1639, sending an e-mail to investor@arrow.com, or visiting the following website:  www.arrow.com/annualreport2020. The proxy materials and Arrow’s 2020 Annual Report (which is not a part of the proxy soliciting material) will be available through www.proxyvote.com on or about April 1, 2021, at www.arrow.com/annualreport2020.

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We intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus (“COVID-19”) situation and the concerns and responses of our shareholders and federal, state, and local governments. We are planning for the possibility that the Annual Meeting may only allow participation by means of remote communication. If we take this step, we will publicly announce our determination in a press release available at investor.arrow.com/news as soon as practicable before the meeting.		By Order of the Board of Directors,
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	​	​	Carine L. Jean-Claude Secretary

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Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on May 12, 2021

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LETTER FROM THE CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER

If a picture paints 1000 words, how much can three pictures convey?  In the case of Arrow Electronics, a lot.  

First, this map captures just some of the 260 sales locations and 42 fulfillment and value-added centers serving more than 85 countries from which our distribution and computer services enable the digital connectivity on which human life on this planet increasingly depends—a strong trend and tailwind for us that the COVID-19 pandemic merely highlighted.

This picture also highlights how we are naturally invested in the betterment and improvement of people and societies around the globe.  Smart cities, smart homes, and smart transportation have the potential to improve lives everywhere, while driving demand for the products we sell.  That is why at Arrow we have long said, “doing good is good for business.”

This second picture shows how running a successful business can grow career opportunities—and there is little that is more central to most people’s well-being than the ability to support themselves and their families.  While our business in 2020 was, of course, impacted by the pandemic, we remained committed to the people who sell, market, design, and engineer products and solutions.  Our team of nearly 20,000 employees globally is the key to our competitive differentiation. And to remain successful, we know we must continue to invest in our employees; they remain the principal driver of the long-term success of Arrow.

Diversity and inclusion remain focal points, and we’re proud of our progress.  The proportion of women and racial/ethnic minorities in our workforce, and our executive leadership, have grown significantly since 2015. By continuing to create jobs, recruiting diverse employees, and providing paths for advancement, we are laying the groundwork to further grow our diverse culture in the future.

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The third picture captures our long-term stock performance.  Arrow is focused on our environmental, social, and governance efforts and conducting business in a way that is sustainable for the long-term. In 2020, our commitment to transparency continued, and we commenced reporting environmental impact statistics under the broadly adopted Sustainable Accounting Standards Board (“SASB”) framework. We believe our efforts on this front have enabled our financial performance. To us, these values are all part of a seamless web.

We provide in the pages that follow more information about our Company, the ways in which our financial and responsible sustainability are entwined, and the issues on which we seek your voting support.  We welcome your input throughout the year, and value your support whether as an investor, customer, employee, or other stakeholder.

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ARROW ELECTRONICS, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 2021

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Proxy Statement	1
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The Purpose of this Statement	1
Invitation to the Annual Meeting	1
Voting Instructions	1
Shareholders Entitled to Vote	2
Revocation of Proxies	2
Cost of Proxy Solicitation	2
Proposals Requiring Your Vote	3
Voting Your Shares	3
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Certain Shareholders	4
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Holders of More than 5% of Common Stock	4
Shareholdings of Directors and Executive Officers	5
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Proxy Statement Highlights	6
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Company Overview	6
Environmental, Social, and Governance Framework	6
Our Response to COVID-19	7
The Global Workforce Enables the Business Strategy	8
Talent Growth is Our Mindset	9
Corporate Governance Highlights	12
Commitment to Board Diversity	13
Environmental Highlights	14
Award Winning Organization	15
Corporate Social Responsibility Stories	16
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Proposal 1: Election of Directors	17
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Board Membership Requirements	17
Board Evaluation, Nominations, and Succession	18
Diversity	18
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Director Resignation Policy	25
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The Board and Its Committees	26
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Lead Director	26
Chief Executive Officer and Chairman Positions	27
Committees	27
Audit Committee	27
Compensation Committee	28
Corporate Governance Committee	28
Succession Planning	29
Enterprise Risk Management	29
Compensation Risk Analysis	30
Independence	30
Compensation Committee Interlocks and Insider Participation	31
Meetings and Attendance	31
Director Compensation	31
Stock Ownership by Directors	32
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Audit Committee Report	33
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Principal Accounting Firm Fees	34
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Proposal 2: Ratification of Appointment of Auditors	35
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Proposal 3: Advisory Vote on Named Executive Officer Compensation	36
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Report of the Compensation Committee	37
A Letter from the Compensation Committee	38
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Compensation Discussion and Analysis	39
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Executive Compensation	39
Executive Summary	39
2020 Business Strategy and Performance Highlights	39
Board Response to Shareholder Feedback on 2020 Say-On-Pay	41
2020 Executive Compensation Program At-A-Glance	43
What Guides Our Program	44
The Principal Elements of Pay	45
Pay Mix	45
Best Compensation Practices and Policies	46
The 2020 Executive Compensation Program in Detail	46
Base Salary	46
Annual Cash Incentives	47
Long-Term Incentive Awards	49
The Company’s Decision-Making Process	52
The Role of the Compensation Committee	52
The Role of Management	53
The Role of the Independent Compensation Consultant	53
The Role of Peer Companies	53
Other Practices, Policies, and Guidelines	55
Stock Ownership Requirements	55
Clawback Policy	55
Anti-Hedging and Anti-Pledging Policy	56
Severance Policy and Change in Control Agreements	56
Retirement Programs and Other Benefits	56
Tax and Accounting Considerations	57
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Compensation of the Named Executive Officers	58
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Summary Compensation Table	58
All Other Compensation — Detail	59
Grants of Plan-Based Awards	60
Outstanding Equity Awards at Fiscal Year-End	61
Stock Vested and Options Exercised in 2020	63
Supplemental Executive Retirement Plan	64
Deferred Compensation Plans	65
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Agreements and Potential Payouts upon Termination or Change in Control	66
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Severance Policy	66
Participation Agreements	67
Change in Control Retention Agreements	67
Impact of Section 409A of the Internal Revenue Code	68
Potential Payouts upon Termination	68
Narrative Explanation of the Calculation of Amounts	71
Performance Stock Unit, Restricted Stock Unit, and Non-Qualified Stock Option Award Agreements	72
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CEO Pay Ratio	73
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Related Person Transactions	74
Delinquent Section 16(a) Reports	75
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Availability of More Information	75
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Multiple Shareholders with the Same Address	76
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Submission of Shareholder Proposals	77
Appendix – Reconciliation of Non-GAAP Measures	78
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PROXY STATEMENT

In Connection with the 2021 Annual Meeting

THE PURPOSE OF THIS STATEMENT

The Board of Arrow, a New York corporation, is furnishing this Proxy Statement to shareholders of record to solicit proxies to be voted at the 2021 Annual Meeting. By returning a completed proxy card, or voting by telephone or internet, you are giving instructions on how your shares are to be voted at the Annual Meeting. The Proxy Statement is available through www.proxyvote.com.

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VOTING INSTRUCTIONS ​	​	​	Invitation to the Annual Meeting Shareholders of record at the close of business on March 18, 2021 are invited to attend the 2021 Annual Meeting on Wednesday, May 12, 2021, beginning at 8:00 a.m. MT. ​ The Annual Meeting will be held at: ​ Hilton Denver Inverness 200 Inverness Drive West Englewood, Colorado 80112
Please vote your shares by telephone or online, or if you received printed copies of the proxy materials, complete, sign, and date your proxy card and return it promptly in the postage-paid return envelope provided. You are urged to vote at your earliest convenience, whether or not you plan to attend the Annual Meeting. ​ If shares are held in “street name” (that is, in the name of a bank, broker, or other holder of record), such holder should receive instructions from the record shareholder that must be followed in order for such shares to be voted (including at the Annual Meeting). Internet and/or telephone voting will also be offered to shareholders owning shares through most banks and brokers. ​ Unless you indicate otherwise, the persons named as proxies on the proxy card will vote your shares represented in a properly executed proxy card “FOR” all of the nominees for director named in this Proxy Statement, “FOR” the ratification of the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm, and “FOR” approval of the named executive officer compensation as described in the Compensation Discussion and Analysis. ​ As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may only allow participation by means of remote communication. If we take this step, we will publicly announce our determination in a press release available at investor.arrow.com/news as soon as practicable before the meeting.	​	​		​

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SHAREHOLDERS ENTITLED TO VOTE

Only shareholders of record of Arrow’s common stock at the close of business on March 18, 2021 (“Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 74,077,327 shares of Arrow common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. The presence in person or by proxy of a majority of the shares entitled to vote at the Annual Meeting shall constitute a quorum.

For those who hold shares as a participant in the Arrow Electronics Savings Plan (“401(k) Plan”), the shareholder has the right to direct Vanguard Fiduciary Trust Company (“Vanguard”), who is the holder of record, how to vote the shares of common stock credited to the participant’s account at the Annual Meeting. If voting instructions for the shares of common stock in the 401(k) Plan are not received, those shares will be voted by Vanguard in the same proportions as the shares for which voting instructions were received from other participants in the 401(k) Plan. Voting (including any revocations) by 401(k) Plan participants will close at 11:59 p.m. Eastern time on May 9, 2021. Vanguard will then vote all shares of common stock held in the 401(k) Plan by the established deadline. For all other shareholders, voting (including any revocations) will close at 11:59 p.m. Eastern time on May 11, 2021. On March 22, 2021, Vanguard sent a notice to those who hold Arrow shares as a participant in Arrow’s 401(k) Plan to inform them that such shares will be liquidated across three phases in 2021. Phase I will commence on April 30, 2021. As the Record Date is prior to Phase I of the share liquidation process, you will have the right to vote if you held shares on the Record Date, even if such shares were then subsequently liquidated.

REVOCATION OF PROXIES

The person giving a proxy may revoke it at any time prior to the time it is voted at the Annual Meeting by giving written notice to Arrow’s Corporate Secretary, Carine L. Jean-Claude, at Arrow Electronics, Inc., 9201 East Dry Creek Road, Centennial, Colorado 80112. If the proxy was given by telephone or internet, it may be revoked in the same manner. You may also revoke your proxy by attending the Annual Meeting and voting in person. If your shares are held in “street name,” you must contact the record holder of the shares regarding how to revoke your proxy.

COST OF PROXY SOLICITATION

Arrow pays the cost of soliciting proxies. Arrow has retained D.F. King & Co., Inc. to assist in soliciting proxies at an anticipated cost of approximately $25,000, plus expenses. Arrow will supply soliciting materials to the brokers and other nominees holding Arrow common stock in a timely manner so that the brokers and other nominees may send the materials to each beneficial owner. Arrow will reimburse the brokers and other nominees for their expenses in so doing. In addition to this solicitation by mail, the Board, employees, and agents of the Company may solicit proxies in person, by electronic transmission, or by telephone.

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PROPOSALS REQUIRING YOUR VOTE

PROPOSAL		BOARD’S VOTING RECOMMENDATION
1	Election of Directors of Arrow for the ensuing year	FOR Each Nominee
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2	Ratification of the appointment of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2021	FOR
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3	Advisory vote on named executive officer compensation	FOR
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VOTING YOUR SHARES

Shareholders can vote online, by telephone, by completing and returning the proxy card, or by attending the Annual Meeting. The Notice and the proxy card have detailed instructions for voting, including voting deadlines.
Internet Visit the website noted on your proxy card to vote online.	Telephone Use the toll-free number on your proxy card to vote by telephone.	Mail Sign, date, and return your proxy card in the enclosed envelope to vote by mail.	In Person Cast your vote in person at the Annual Meeting.
Arrow’s Board recommends the approval of all proposals as being in the best interests of Arrow and urges you to read the Proxy Statement carefully before you vote. Your vote is important regardless of the number of shares you own.

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CERTAIN SHAREHOLDERS

HOLDERS OF MORE THAN 5% OF COMMON STOCK

The following table sets forth certain information with respect to the only shareholders known to the Company to own beneficially more than 5% of the outstanding common stock of Arrow as of March 18, 2021.

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Name and Address		Number of Shares		Percent of
of Beneficial Owner	​	Beneficially Owned	​	Class
BlackRock, Inc. (1)		​		​	​
55 East 52nd Street	​	​	​	​	​
New York, New York 10055	​	7,675,087	​	10.4	%
The Vanguard Group (2)		​	​	​	​
100 Vanguard Boulevard	​	​	​	​	​
Malvern, Pennsylvania 19355	​	7,067,299	​	9.5	%

(1)	Based upon a Schedule 13G filed with the SEC on January 27, 2021, BlackRock, Inc., a parent holding company, has sole voting power with respect to 6,991,800 shares and sole dispositive power with respect to all shares.

(2)	Based upon a Schedule 13G filed with the SEC on February 10, 2021, The Vanguard Group, a registered investment adviser, has shared voting power with respect to 77,486 shares, shared dispositive power with respect to 184,004 shares, and sole dispositive power with respect to 6,883,295 shares.

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SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows, as of March 18, 2021, the beneficial ownership of the Company’s common stock for each director, each of the “Named Executive Officers” (the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executive officers of the Company, referred to as “NEOs”), and all directors and executive officers as a group.

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Shares of Common Stock Beneficially Owned
​		Currently		Common		Acquirable		% of Outstanding
Name	​	Owned (1)	​	Stock Units (2)	​	within 60 Days	​	Common Stock
Michael J. Long	​	224,373	​	—	​	—	​	*	​
Barry W. Perry	​	—	​	69,375	​	—	​	*	​
William F. Austen	​	—	​	—	​	—	​	*	​
Steven H. Gunby	​	—	​	10,493	​	—	​	*	​
Gail E. Hamilton	​	107	​	23,544	​	—	​	*	​
Richard S. Hill	​	—	​	29,402	​	—	​	*	​
M. F. (Fran) Keeth	​	—	​	43,740	​	—	​	*	​
Andrew C. Kerin	​	4,455	​	24,690	​	—	​	*	​
Laurel J. Krzeminski	​	1,001	​	5,629	​	—	​	*	​
Stephen C. Patrick	​	—	​	55,201	​	—	​	*	​
Gerry P. Smith	​	—	​	—	​	—	​	*	​
Christopher D. Stansbury	​	44,723	​	—	​	—	​	*	​
Sean J. Kerins	​	95,099	​	—	​	—	​	*	​
Gretchen K. Zech	​	30,425	​	—	​	—	​	*	​
Total Directors’ and Executive Officers’ Beneficial Ownership as a Group (20 individuals)	​	556,391	​	262,074		707	​	1.1	%

*	Represents holdings of less than 1%.

(1)	Includes vested stock options granted under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended (“Omnibus Incentive Plan”), as well as shares owned independently.

(2)	Includes common stock units deferred by non-management directors and restricted stock units granted under the Omnibus Incentive Plan.

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PROXY STATEMENT HIGHLIGHTS

COMPANY OVERVIEW

Arrow is a global technology solutions and services provider. Arrow has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers, coupled with a range of services, solutions, and tools that help industrial and commercial customers introduce innovative products, reduce time to market, and enhance overall competitiveness.

Arrow believes that economic success comes from more than just financial growth. As technology’s benefits reach more people, so expands Arrow’s addressable market, promoting a healthy, cyclical economy. Among other accolades, Arrow received a perfect score of 100 percent on the Human Rights Campaign Foundation’s 2021 Corporate Equality Index and was designated a “Best Place to Work for LGBTQ Equality,” and was again named to Fortune's “World’s Most Admired Companies” list for 2020, topping the “Wholesalers: Electronics and Office Equipment” category for the eighth consecutive year.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE FRAMEWORK

Arrow is dedicated to its environmental, social, and governance (“ESG”) efforts. By using environmentally friendly technologies, avoiding emissions, reducing waste, and using energy saving solutions, Arrow is reducing its business operation’s environmental footprint.

Arrow’s social efforts are managed through our Corporate Social Responsibility (“CSR”) program, which guides today’s innovators to a better tomorrow. Meaningful commitment to CSR, including purposeful community engagement, contributes to long-term value for our shareholders. It also contributes to employee engagement, resulting in a stronger company.

Arrow’s commitment to advancing human capital as core to our talent strategy is evidenced through our people, work, and rewards. This, too, contributes to long-term value for our shareholders as it engages employees in our purpose: making the benefits of technology accessible to all.

Arrow is committed to responsible corporate governance, which promotes the long-term interests of our shareholders and strengthens board and management accountability.

Arrow has been expanding and elevating our oversight and management of ESG matters. We updated our committee charters to include reviewing ESG related matters. See “The Board and Its Committees – Committees” for more details on each committee’s responsibilities and oversight.

Arrow reports to several third-party reporting agencies and has adopted enhanced ESG reporting, leveraging leading external frameworks including, beginning this year, the Sustainability Accounting Standards Board (“SASB”).

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Our Response to COVID-19

At Arrow, we specialize in solving hard problems, especially in moments of uncertainty and adversity. We learned this again during the COVID-19 pandemic in 2020.

Our business has remained resilient in these extraordinary times. That is due, in large part, to our focus on serving our customers and the communities where we work and live, in accordance with our established ESG principles and procedures.

We protected our global workforce as the pandemic waxed and waned over months and across our operational regions. At all locations, we carefully followed all local government COVID-19 directives to safely continue working as allowed, while providing exemptions for certain employees at greater risk, tools for extended remote work, and enhanced benefits where necessary.

As a corporate citizen, Arrow contributed to initiatives that served the most vulnerable in our communities. We also contributed by doing what we do best: guiding innovation forward wherever it is needed.

More than ever, people urgently need technologies they do not yet have, or which are in short supply. Whether ventilators, 3D-printed protective equipment, vaccine automation, smart sanitation, touchless interfaces, or enhanced remote work platforms, we have applied our attention and resources on technology solutions that will help us protect each other, emerge from this emergency global health crisis, and rebuild our economy.

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The global workforce enables the business strategy

Our business strategy is to be the world’s foremost technology solutions provider.  The talent strategy, simply put, powers our business strategy through our people.  Our talent ecosystem, with all of its multi-cultural diversity, spans 53 countries.  The tie that binds us together is our Arrow purpose.  We are more than 19,000 employees around the world rallying behind our common greater good: we make the benefits of technology accessible to all.  And this, in turn, enables the personal greater good of making the benefits of career and livelihood accessible to all at Arrow.

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Note: Other than headcount and financial data, all statistics in this Proxy Statement Highlights section exclude employee information relating to acquired subsidiaries not yet integrated into Arrow’s consolidated human resources system.

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talent growth is our mindset

The Chief Human Resources Officer (“CHRO”) regularly provides updates to the Board on our talent strategy that guides the Company’s efforts to attract, develop, and retain an innovative workforce. The CHRO works with the Compensation Committee directly to oversee and set strategies for Arrow’s human capital management. We think of our talent ecosystem as a talent market, with a portfolio of six core talent stacks designed to leverage talent platforms, products, and services, and grow our market through people, work, and rewards.

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	PURPOSE
			We believe in making the benefits of technology accessible to all.

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​	PEOPLE We believe in a workplace that works forward for all.	​	Work(place) Forward Culture: embracing inclusion and diversity as catalysts for innovation in technology and driving a future-focused work experience
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​	WORK We believe in work that elevates career opportunity for all.	​	Skill Growth: growing agile learners at scale Career Opportunity Growth: creating pathways for lateral and upward movement at scale Career Equity Growth: compounding knowledge, skills, abilities, and experiences at scale
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​	REWARDS We believe in rewards that improve performance outcomes for all.	​	Rewards and Recognition Growth: paying for performance at scale Performance Growth: creating value by driving a performance culture

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Innovation is a collective endeavor. As technologies become more layered and complex, innovators know they cannot go it alone. Up front, Arrow’s customers are attracted to the Company’s deep capabilities and broad services. But they soon discover that the greatest value is in the team behind it all — an equally deep and broad group of professionals who understand their needs from numerous perspectives and curate forward-looking, comprehensive solutions.

Arrow employees’ diverse backgrounds have melded into rich perspectives that sharpen the Company, frame how Arrow’s global network of engineers, suppliers, and manufacturers work together, and enhance value for customers.

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Employees as career investors allocate their career capital with the expectation of a future return. We believe in work that elevates career opportunity for all and begins with skill growth via agile learning. As employee investors compound their knowledge, skills, and abilities, career opportunity expands via lateral and promotional movement. And, by compounding knowledge, skills, abilities and experiences, employee investors grow their career equity. In 2015, we began to set year over year growth goals to increase the share of lateral and promotional movement awarded to internal talent. In 2020, nearly three quarters of manager-level and above positions were filled internally.	​	​	9% employees promoted or moved to a new role	​	​	15% top performers promoted
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		​	​	74% manager-level and above openings filled internally

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Global Development Programs

Professional development and job skilling, reskilling, and upskilling, are an important part of the employee experience at Arrow, enabling employees to maximize their career capital.  

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Learn@Arrow Digital learning accessible to all employees with courses in business skills and productivity, communication, and teamwork.	75% employees accessed Learn@Arrow

Job Skilling Programs

Arrow supports our sales, engineering, light industrial, and business professional workforce segments through curriculum and inventory focused on work essentials and building work excellence.

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Enterprise Leadership Development Programs

Arrow offers a suite of enterprise leadership development programs for people managers who lead others and the business.  These programs create value by empowering employee commitment and business growth.

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We believe in rewards that improve performance outcomes for all. We endorse a pay-for-performance philosophy via performance differentiation and rewarding employees through compensation and benefits.  Our compensation and benefits programs are aligned with the local external market to attract, grow, and retain talent.

Arrow’s commitment to rewarding employees fairly and equitably based on skills, experience, contribution/performance, internal equity, and the external market enables us to maximize employees’ return on their career capital.  

We review our compensation and benefits programs and practices regularly to ensure they remain competitive and equitable.

CORPORATE GOVERNANCE HIGHLIGHTs

Arrow believes that good corporate governance is key to achieving long-term shareholder value. The following table highlights Arrow’s corporate governance practices and policies:

● Annual election of directors ● 91% independent directors ● Lead independent director ● Independent committees ● Robust stock ownership guidelines ● Ongoing succession planning for CEO, executives, and directors

● Proxy access rights for shareholders ● Annual board and committee self-assessments ● Resignation policy for directors not receiving majority vote ● Active shareholder engagements ● Clawback Policy ● Worldwide Code of Business Conduct, applicable to all directors, executive officers, and employees

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COmmitment to board diversity

Arrow is committed to building the right Board that consists of the optimal mix of skills, expertise, and diversity capable of effectively overseeing the execution of our business. The Board consists of highly engaged, independent, and diverse directors that are actively involved in strategic, risk, and management oversight. The Board prioritizes diversity in its recruitment of directors and has retained a recruitment firm to assist the Board in actively recruiting and evaluating potential diverse Board candidates.

Board Refreshment

The Board believes the fresh perspectives brought by newer directors are critical to a forward-looking and strategic Board when appropriately balanced with the deep understanding of Arrow’s business provided by longer-serving directors. Accordingly, Arrow has maintained a deliberate mix of new and tenured directors on the Board, and the Corporate Governance Committee is focused on ensuring the mix of tenures, backgrounds, skills, and perspectives is optimal for Arrow. Consistent with that effort, in 2020, Arrow welcomed Mr. Austen and Mr. Smith to the Board.

Snapshot of Director Nominees

Below is a snapshot of the expected composition of Arrow’s Board immediately following the 2021 Annual Meeting, assuming the election of the nominees named in the Proxy Statement.

Skill/Experience		Nominees
	CEO Experience	8		​
	“Financial Expert” for Regulatory Purposes	3		​
	Risk Management Experience	8		​
	Global Operations Experience	10		​
	Legal and Regulatory Oversight Experience	7		​
	Technology Experience	6		​
	Crisis Management Experience	8		​
	Strategy and M&A Experience	10		​
	Corporate Governance Experience	11		​

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ENVIRONMENTAL HIGHLIGHTs

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Environmental Management Systems Certifications ​	​	Greenhouse Gas (GHG) Emissions Reduction ​
● Arrow voluntarily complies with internationally recognized environmental management system industry quality standards. Arrow is ISO 14001 certified in strategic global warehouse locations. ● Arrow sites in the U.K. are ISO 50001 certified, the international standard for establishing, implementing, maintaining, and improving an energy management system.	​	● One of Arrow’s largest sources of carbon emissions is corporate travel. Due to COVID-19, Arrow reduced its corporate travel significantly. Prior to COVID-19 disruptions, one of the avenues by which Arrow has historically reduced travel and proven efficiency is through the utilization of the Microsoft Teams platform for telecommunications and collaboration, allowing for remote work.

Environmental Management

Arrow’s decision in North America to recycle and purchase recycled products benefited the environment in the following ways in 2020:

2,123	621	497	39,291	1,546,718	55,041
trees preserved	cubic yards of landfill space conserved	metric tons of GHG emissions avoided	kilowatt-hours of energy avoided	gallons of water avoided	gallons of gasoline saved

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Award-winning orgANIZATION

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CORPORATE SOCIAL RESPONSIBILITY STORIES

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PROPOSAL 1: ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED BELOW.

Each nominee for election as a member of the Board is to be elected to hold office until the next Annual Meeting.

All nominees identified below are current members of the Board. They have been recommended for re-election to the Board by the Corporate Governance Committee and approved and nominated for re-election by the Board. In accordance with the Company’s amended corporate bylaws (“bylaws”), the eleven nominees receiving a plurality of votes cast at the Annual Meeting will be elected directors, subject to the Director Resignation Policy described below.

An uncontested election of directors is not considered “routine” under the New York Stock Exchange rules. As a result, if a shareholder holds shares in “street name” through a broker or other nominee, the broker or nominee is not permitted to exercise voting discretion with respect to this proposal. For this reason, if a shareholder does not give his or her broker or nominee specific instructions, the shareholder’s shares will not be voted on this proposal. If you vote to “abstain,” your shares will be counted as present at the meeting, and your abstention will have the effect of a vote against the proposal.

BOARD MEMBERSHIP REQUIREMENTS

In accordance with the Company’s corporate governance guidelines, members of the Board should have the following skills and abilities:

>	the education, business experience, and current insight necessary to understand the Company’s business;

>	the ability to evaluate and oversee direction, performance, and guidance for the success of the enterprise;

>	the ability to represent the interests of the Company’s shareholders, while being attuned to the needs of the Company’s employees, community in which it operates, and other stakeholders;

>	independence and strength of conviction coupled with the ability to leave behind personal prejudice so as to be open to other points of view;

>	the willingness and ability to appraise the performance of executive management objectively and constructively and, when necessary, recommend appropriate changes; and

>	all other criteria established by the Board from time to time, including functional skills, corporate leadership, diversity, international experience, or other attributes which will contribute to the development and expansion of the Board’s knowledge and capabilities.

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BOARD EVALUATION, NOMINATIONS, AND SUCCESSION

During the Company’s annual Board evaluation and nomination process, the Corporate Governance Committee evaluates the Company’s directors in light of current needs of the Board and the Company. In addition, during the course of the year, the Corporate Governance Committee discusses Board succession and reviews potential candidates. The Corporate Governance Committee has retained a third party to assist in identifying potential nominees.

The Company’s annual process involves assessments at the Board, Board committee, and individual director levels under the direction of the Corporate Governance Committee Chair. This process assists the Board in determining who it should nominate to stand for election based on Company and Board needs. In addition, the Corporate Governance Committee’s Board candidate nomination process includes the continual evaluation of potential new candidates for Board membership, which it takes into consideration when recommending to the Board a slate of nominees for election at each annual meeting of shareholders.

The Corporate Governance Committee considers a number of different factors in evaluating Board candidates, including:

>	diversity-enhancing qualities – age, gender, and diverse backgrounds;

>	core attributes – independence, high integrity and ethical standards, public company service, understanding or experience with complex public companies or like organizations, and ability to work collegially and collaboratively with other directors and management; and

>	skills – financial literacy, industry experience, operational management experience, senior executive experience, and other expertise that may be important for the Company’s strategies.

The Corporate Governance Committee considers all of these relevant attributes of each Board candidate, with the goal of putting forth a diverse slate of candidates with a combination of skills, experience, and personal qualities that will serve the Board and its committees, the Company, and its shareholders well.

DIVERSITY

Whenever the Corporate Governance Committee evaluates a potential candidate, it considers that individual in the context of the composition of the Board as a whole. While we do not have a formal diversity policy that limits the selection of director candidates by the Corporate Governance Committee, the Board believes that its membership should reflect diversity in its broadest sense and, consistent with that philosophy, the Board has taken measures to diversify its makeup:

>

All but one of the Company’s director nominees are independent, and they have a broad range of experience in varying fields, including software programming and sales, chemical distribution, business strategy consulting, hospitality services, semiconductor manufacturing, consumer products, and energy.

>	Three of the Company’s directors, or 27%, of the entire Board are women.

>	A majority of the Company’s directors hold or have held directorships at other U.S. public companies.

>	Seven of the director nominees, in addition to the Company’s Chairman and CEO, have served as chief executive officers, and all have demonstrated superb leadership and intellectual and analytical skills gained from deep experience in management, finance, and corporate governance.

>	The Board has retained a recruitment firm to assist the Board in actively recruiting and evaluating potential diverse Board candidates.

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Based on each nominee’s experience, attributes, and skills, which exemplify the sought-after characteristics described above, the Corporate Governance Committee has concluded that each nominee possesses the appropriate qualifications to serve as a director of the Company.

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DIRECTOR RESIGNATION POLICY

The Board has adopted a Director Resignation Policy, which provides that in an uncontested election any director nominee that receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” his or her election must tender a letter of resignation to the Board within five days of the certification of the shareholder vote. The Corporate Governance Committee must then consider whether to accept or reject the director’s resignation and make a recommendation to the Board. The Board will then consider the resignation within 90 days following the date of the shareholders’ meeting at which the election occurred and then shall publicly disclose its decision. A director whose resignation is under consideration may not participate in any deliberation regarding his or her resignation. The Director Resignation Policy can be found under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com.

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THE BOARD AND ITS COMMITTEES

The Board meets in general sessions with the Chairman of the Board presiding, in meetings limited to non- management directors (which are presided over by the Lead Director), and in various committees. Committee meetings are open to all members of the Board.

Committee memberships and chair assignments are reviewed no less than annually by the Corporate Governance Committee, which makes appointment and chair recommendations to the Board.

The table below reflects committee memberships for calendar year 2020.

C= Chair M= Member

(1)	Mr. Austen was appointed to the Audit Committee on May 13, 2020.

(2)	Mr. Smith was appointed to the Corporate Governance Committee on September 17, 2020.

LEAD DIRECTOR

In accordance with the Company’s corporate governance guidelines, the Board appointed Mr. Perry to serve as the Lead Director. The Lead Director chairs Board meetings when the Chair is not present. He also chairs the sessions of the non-management directors held in connection with each regularly scheduled Board meeting. The Lead Director serves as a liaison between the Chair and the independent, non-management directors, and reviews and approves Board agendas and meeting schedules. The Lead Director has the authority to call meetings of the non-management directors. Additionally, as a matter of practice, the Board holds executive sessions chaired by the Lead Director at every in-person Board meeting.

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CHIEF EXECUTIVE OFFICER AND CHAIRMAN POSITIONS

The Company’s CEO currently serves as Chairman of the Board. In his position as CEO, Mr. Long has primary responsibility for the day-to-day operations of the Company and provides consistent leadership on the Company’s key strategic objectives. In his role as the Board Chair, he sets the strategic priorities for the Board, presides over its meetings, and communicates the Board’s findings and guidance to management. The Board believes that the combination of these two roles is the most appropriate structure for the Company at this time because: (i) this structure provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy; (ii) it unifies the Company’s strategy behind a single vision; (iii) the CEO is the most knowledgeable member of the Board regarding risks the Company may be facing and, in his role as Chairman, is able to facilitate the Board’s oversight of such risks; (iv) the structure has a long-standing history of serving the Company’s shareholders well through many economic cycles, business challenges, and succession of multiple leaders; (v) the Company’s current corporate governance processes, including those set forth in the various Board committee charters and corporate governance guidelines, preserve and foster independent communication amongst non-management directors as well as independent evaluations of and discussions with the Company’s senior management, including the Company’s CEO; and (vi) the role of the Lead Director, which fosters better communication among non-management directors, fortifies the Company’s corporate governance practices, making the separation of the positions of Chairman of the Board and CEO unnecessary at this time.

COMMITTEES

Each of the committees of the Board operates under a charter, copies of which are available under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com.

Audit Committee

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Members		Responsibilities
M. F. (Fran) Keeth, Chair William F. Austen Steven H. Gunby Gail E. Hamilton Laurel J. Krzeminski Stephen C. Patrick ​	​	> reviews and evaluates Arrow’s financial reporting process and other matters including its accounting policies, reporting practices, and internal accounting controls > reviews Arrow’s sustainability disclosures including relevant environmental, social, and governance metrics > overseas Arrow’s data privacy and cybersecurity programs > monitors the scope and reviews the results of the audit conducted by Arrow’s independent registered public accounting firm > reviews the following with the Corporate Audit Department (which reports to the Audit Committee) and management: o the scope of the annual corporate audit plan; o the results of the audits carried out by the Corporate Audit Department, including its assessments of the adequacy and effectiveness of disclosure controls and procedures, and internal control over financial reporting; and o the sufficiency of the Corporate Audit Department’s resources.

The Board has determined that Mrs. Keeth, Ms. Krzeminski, and Mr. Patrick are qualified as “audit committee financial experts,” as the term is defined in Item 407(d) of Regulation S-K.

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Compensation Committee

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Members	​	Responsibilities
Steven H. Gunby, Chair Richard S. Hill Barry W. Perry ​	​	> develops and reviews Arrow’s executive compensation philosophy > implements compensation philosophy through compensation programs and plans to further Arrow’s strategy, drive long-term profit growth, and increase shareholder value > reviews and approves the corporate goals and objectives relevant to executive compensation > subject to review and ratification by all non-management Board members, reviews and approves the base salary, annual cash incentives, performance and stock-based awards, retirement, and other benefits for the Company’s principal executives > reviews the performance of each of the NEOs and the Company as a whole > overseas the development, implementation, effectiveness, and disclosure of Arrow’s practices and strategies relating to human capital management

The Compensation Committee may delegate authority from time to time to a subcommittee of one or more members of the Compensation Committee or to the CEO, if and when the Committee deems appropriate and in accordance with applicable rules and regulations. In 2020, the Compensation Committee directly engaged Pearl Meyer & Partners (“Pearl Meyer”) as a consultant to examine and report to the Compensation Committee on best practices in the alignment of compensation programs for the CEO and other members of senior management by providing competitive benchmarking data, analyses, and recommendations with regard to plan design and target compensation. In addition, Pearl Meyer provides guidance to the Corporate Governance Committee regarding non-management director compensation. Pearl Meyer does not provide any other services to the Company. These services have not raised any conflicts of interest.

Corporate Governance Committee

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Members	​	Responsibilities
Andrew C. Kerin, Chair Gail E. Hamilton Richard S. Hill Stephen C. Patrick Gerry P. Smith ​	​	> develops the corporate governance guidelines for Arrow > makes recommendations with respect to committee assignments and other governance issues > evaluates each director before recommending him or her to the Board as nominees for re-election > reviews and makes recommendations to the Board regarding the compensation of non-management directors > identifies and recommends new candidates for nomination to fill existing or expected director vacancies > overseas Arrow’s policies and practices relating to corporate social responsibility and sustainability to the extent not specifically delegated to other committees ​

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The Corporate Governance Committee considers shareholder recommendations of nominees for membership on the Board as well as those recommended by current directors, officers, employees, and others. Such recommendations may be submitted to Arrow’s Corporate Secretary, Carine L. Jean-Claude, at Arrow Electronics, Inc., 9201 East Dry Creek Road, Centennial, Colorado 80112, who will forward them to the Corporate Governance Committee. Possible candidates suggested by shareholders are evaluated by the Corporate Governance Committee in the same manner as other possible candidates.

The Corporate Governance Committee has retained the services of a third-party executive recruitment firm to assist its members in the identification and evaluation of potential nominees for the Board. The Corporate Governance Committee’s initial review of a potential candidate is typically based on any written materials provided to it. The committee then determines whether to interview the nominee. If warranted, the Corporate Governance Committee, the Chairman of the Board and CEO, the Lead Director, and others, as appropriate, interview the potential nominees.

The Corporate Governance Committee’s expectations as to the specific qualities and skills required for directors, including those nominated by shareholders, are set forth in Section 4 of Arrow’s corporate governance guidelines (available under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com).

SUCCESSION PLANNING

The Board takes a proactive approach toward succession planning and talent management. The independent directors meet multiple times a year in executive session to evaluate succession planning for the CEO. The Board also reviews the annual performance of each member of the senior management team as well as succession planning for these executive roles with the CEO. Additionally, the CEO provides meaningful in- person opportunities for the Board to interact with key members of management beyond the Company’s executive officers on no less than a quarterly basis. The Board has a confidential plan to address any unexpected short-term absence of the CEO and other members of the senior management team.

The Board considers diversity as an important factor in the Company’s succession plans and supports management’s efforts to enhance all aspects of diversity throughout the Company. As of January 1, 2021, forty- five percent of the Company’s Executive Leadership was diverse based on gender and race/ethnicity.

ENTERPRISE RISK MANAGEMENT

The role of the Board and its committees is to promote the best interests of the Company and its shareholders by overseeing the management of Arrow’s business, assets, and affairs, which includes oversight of ESG matters, including human capital management and cybersecurity risks. Management is responsible for the day-to-day analysis and review of the risks facing the Company, including timely identification of risks (including by a company-wide enterprise risk management survey) and risk controls related to significant business activities, and development of programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to control risk. Arrow’s CEO has the ultimate management authority for enterprise risk management, including responsibility for capability development, risk identification and assessment, and policies and governance, as well as strategies and actions to address enterprise risk. Management provides the Board and appropriate committees of the Board regular briefing and information sessions on the significant risks that the Company faces and how the Company seeks to control those risks when appropriate. Risk oversight in certain areas is the responsibility of a Board committee, such as: the Audit Committee’s oversight of issues related to internal controls over financial reporting and regulatory compliance as well as the Company’s information security; the Corporate Governance Committee’s oversight of the Board’s succession planning and governance; and the Compensation Committee’s oversight of risks related to compensation programs and strategies relating to human capital management.

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COMPENSATION RISK ANALYSIS

The Company believes that its executive compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards associated with executive roles. The following features of the Company’s executive incentive compensation program illustrate this point:

>	performance goals and objectives reflect a balanced mix of performance measures to avoid excessive weight on a certain goal or performance measure;

>	annual and long-term incentives provide a defined range of payout opportunities (ranging from 0% to 170% of target for annual cash incentives for the NEOs and 0% to 185% for long-term incentives);

>	total direct compensation (“TDC”) levels are heavily weighted on long-term, equity-based incentive awards that vest over a number of years;

>	equity incentive awards that vest over a number of years are granted annually so executives always have unvested awards that could decrease significantly in value if the business is not managed for the long-term;

>	the Company has executive stock ownership guidelines so that the component of an executive’s personal wealth that is derived from compensation from the Company is tied to the long-term success of the Company; and

>	the Compensation Committee retains negative discretion to adjust compensation based on the quality of Company and individual performance and adherence to the Company’s ethics and compliance programs, among other things.

Based on the above combination of program features, the Company believes that: (i) its executives are encouraged to manage the Company in a prudent manner; and (ii) its incentive programs are not designed in a manner that encourages executives to take risks that are inconsistent with the Company’s best interests.

Further, at the Compensation Committee’s request, Pearl Meyer annually performs an assessment of the risks associated with the Company’s short-term and long-term incentive programs, the results of which are discussed by the Compensation Committee. In 2020, the Compensation Committee concluded that the overall design of the Company’s compensation programs maintained an appropriate level of risk. Pearl Meyer did not recommend any plan design changes to further mitigate risk exposure.

It is the Company’s opinion that its compensation policies and practices for all employees do not create risks that could have a material adverse effect on the Company. The Company delivers to its entire employee base in the aggregate, most of its compensation in the form of base salary, with smaller portions delivered in the form of cash incentives and long-term incentives. The Company’s cash incentive compensation plans, which represent the primary variable component of compensation, have been designed to drive performance of employees working in management, sales, and sales-related roles. These plans are typically tied to achievement of sales/financial goals that include maximums designed to prevent “windfall” payouts.

INDEPENDENCE

The Company’s corporate governance guidelines provide that the Board should consist primarily of independent, non-management directors. For a director to be considered independent under the guidelines, the Board must determine that the director does not have any direct or indirect material relationships with the Company. Further, the Board determines whether any director is involved in any activity or interest that conflicts with or might appear to conflict with his or her fiduciary duties. A director must also meet the independence standards in the New York Stock Exchange listing rules, which the Board has adopted as its standard, as set forth in Section 5 of Arrow’s corporate governance guidelines (available under “Governance Documents” at the “Leadership & Governance” sub-link of the Investors drop-down menu on investor.arrow.com).

The Board has determined that all of its directors and nominees, other than Mr. Long, satisfy both the New York Stock Exchange’s independence requirements and the Company’s guidelines.

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As required by the Company’s corporate governance guidelines and the New York Stock Exchange’s listing rules, all members of the Audit, Compensation, and Corporate Governance Committees are independent.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is a present or former employee of the Company. Additionally, no member of the Compensation Committee has a relationship that requires disclosure of a Compensation Committee interlock.

Meetings and Attendance

Consistent with the Company’s corporate governance guidelines, it is the practice of the Board for all its non- management directors to meet separately (without Company management present) either prior to or after each regularly scheduled Board meeting, with the Lead Director presiding. In 2020, these non-management director meetings totaled four in number.

During 2020, there were five meetings of the Board, eight meetings of the Audit Committee, four meetings of the Compensation Committee, and four meetings of the Corporate Governance Committee. All the directors attended 75% or more of all of the meetings of the Board and the committees on which they served. The company encourages its directors to be present at the Annual Meeting. For 2020, all directors attended the Annual Meeting telephonically.

DIRECTOR COMPENSATION

The non-management members of the Board (that is, all members except Mr. Long) receive the following fees in cash:

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Annual fee		$	100,000
Annual fee for service as Corporate Governance Committee Chair	​	$	10,000
Annual fee for service as Compensation Committee Chair	​	$	20,000
Annual fee for service as Audit Committee Chair	​	$	25,000

In addition to the cash fees, each non-management director receives an annual grant of restricted stock units (“RSUs”) valued at $175,000, based on the fair market value of Arrow common stock on the date of grant. Further, the Lead Director receives another annual award of RSUs valued at $30,000 in recognition of the additional responsibilities associated with such position.