8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2010

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

DELAWARE	1-8798	11-2621097
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

70 Maxess Road, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

(631) 396-5000

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07       Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders held on December 7, 2010, stockholders of Nu Horizons Electronics Corp. (the “Company”) voted on the matters set forth below.  Each proposal is described in the definitive proxy statement, which was filed by the Company with the Securities and Exchange Commission on October 29, 2010 and amended on November 15, 2010.  Each issued and outstanding share of the Company’s common stock was entitled to one vote on the proposals voted on at the meeting.  As of October 25, 2010, which was the record date for the special meeting, 18,524,534 shares of the Company’s common stock were issued and outstanding.  A quorum was present at the special meeting.

1. The proposal to adopt the agreement and plan of merger, dated as of September 19, 2010 by and among the Company, Arrow Electronics, Inc. ("Arrow"), and Neptune Acquisition Corporation, Inc., a Delaware corporation and a wholly-owned subsidiary of Arrow (the “Merger Agreement”), was approved based upon the following votes:

For	Against	Abstain	Broker Non-Votes
15,682,613	52,429	6,044	0

2. The proposal to adjourn the special meeting for the solicitation of additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement, was approved based on the following votes:

For	Against	Abstain	Broker Non-Votes
15,326,089	410,432	4,565	0

Adjournment of the special meeting was not necessary or appropriate because there were sufficient votes present at the time of the special meeting to adopt the Merger Agreement.

Item 8.01        Other Events.

On December 7, 2010, the Company issued a press release announcing that, at a special meeting of stockholders held on December 7, 2010, its stockholders voted to adopt the Merger Agreement.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press release dated December 7, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Nu Horizons Electronics Corp.
	(Registrant)
Date:      December 7, 2010	By:	/s/ Kurt Freudenberg
	Name:	Kurt Freudenberg
	Title:	Chief Financial Officer

EX-99.1

70 Maxess Road ▪ Melville, NY  11747

631-396-5000 ▪ Fax: 631-396-3016

FOR IMMEDIATE RELEASE

NU HORIZONS ELECTRONICS CORP. STOCKHOLDERS APPROVE

ACQUISITION BY ARROW ELECTRONICS, INC.

MELVILLE, NY, — December 7, 2010 — Nu Horizons Electronics Corp. (NasdaqGS: NUHC), a leading distributor of active and passive electronic components, announced today that its stockholders voted to approve the merger agreement among Nu Horizons, Arrow Electronics, Inc. (NYSE: ARW) and a wholly-owned subsidiary of Arrow, pursuant to which Nu Horizons will be acquired by Arrow. Upon consummation of the merger, which remains subject to certain remaining customary closing conditions and regulatory approvals, Nu Horizons’ stockholders will receive $7.00 for each share of Nu Horizons common stock they own.  The companies expect the transaction to close in early 2011.

About Nu Horizons Electronics Corp.

Nu Horizons Electronics Corp. (NasdaqGS: NUHC) is a leading global distributor of advanced technology semiconductor, display, illumination, power, system and telecommunication solutions to a wide variety of commercial original equipment manufacturers (OEMs) and Electronic Manufacturing Services providers (EMS). With sales facilities in 54 locations across North America, Europe and Asia and regional logistics centers throughout the globe, Nu Horizons partners with a limited number of best-in-class suppliers to provide in-depth product development, custom logistics and life-cycle support to its customers. Information on Nu Horizons and its services is available at http://www.nuhorizons.com.

Cautionary Statement Regarding Forward-Looking Statements

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements.  When used in this press release, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to Nu Horizons or its management, identify forward-looking statements.  Such forward-looking statements are based on the current beliefs of Nu Horizons’ management, as well as assumptions made by and information currently available to its management.  Forward-looking statements involve certain risks and uncertainties that could cause actual results to differ from those in the forward looking-statements. Potential risks and uncertainties include such factors as the risk that the acquisition of the Company by Arrow Electronics, Inc. does not close, including the risk that the requisite regulatory approvals may not be obtained; the level of business and consumer spending for electronic products; the competitive environment within the electronics industry; the ability of the Company to expand its operations; the financial strength of the Company's customers and suppliers; the cyclical nature of the distributor industry; pricing and gross margin pressures; loss of key customers; the ability to control costs and expenses; the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally; risks and costs associated with increased and new regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and risks involving governmental regulation.  Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.  Such statements reflect our current view with respect to the future and are subject to these and other risks, uncertainties and assumptions relating to Nu Horizons’ financial condition, results of operations, growth strategy and liquidity.  The Company does not undertake any obligation to update its forward-looking statements.

Nu Horizons Electronics Corp. Stockholders Approve	December 7, 2010
Acquisition by Arrow Electronics, Inc.

Company Contact:

Kurt Freudenberg

Executive Vice President and Chief Financial Officer

Nu Horizons Electronics Corp.

kurt.freudenberg@nuhorizons.com

631-396-5000

Investor Relations:

Darrow Associates, Inc

Jordan M. Darrow

631-367-1866

jdarrow@darrowir.com