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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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): March 23, 2022
ARROW
ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
| New york |
1-4482 |
11-1806155 |
| (State or Other Jurisdiction |
(Commission File |
(IRS Employer |
| of Incorporation) |
Number) |
Identification No.) |
| 9201
East Dry Creek Road, Centennial,
CO |
80112 |
| (Address of Principal Executive Offices) |
|
Registrant's telephone number, including area code: (303)
824-4000
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):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 20.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of the exchange on which registered |
| Common Stock, $1 par value | |
ARW | |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Christopher D. Stansbury
as Senior Vice President, Chief Financial Officer and Principal Financial Officer
On March 28, 2022, Arrow Electronics, Inc.
(the “Company”) announced the departure of Christopher D. Stansbury from his position as Senior Vice President, Chief Financial
Officer of the Company, and from his role as the Company’s designated Principal Financial Officer, effective April 1, 2022.
Mr. Stansbury will be eligible for separation benefits based on his termination without cause as described in the Arrow Electronics, Inc.
Executive Severance Policy previously filed with the Securities and Exchange Commission.
(c) Appointment of Richard A. Seidlitz
as Interim Principal Financial Officer
In connection with Mr. Stansbury’s departure,
on March 23, 2022, the Board of Directors (the “Board”) of the Company approved the appointment of Richard A. Seidlitz,
age 44, as the Company’s Interim Principal Financial Officer, effective April 1, 2022. Mr. Seidlitz currently serves as
the Company’s Vice President, Corporate Controller and Principal Accounting Officer, a role he has held since 2018. His designation
as Interim Principal Financial Officer will be in addition to his current role. Previously, Mr. Seidlitz served as the Company’s
Vice President and Corporate Controller since 2016. Prior to that, Mr. Seidlitz was the Company’s Assistant Controller, where
he oversaw SEC reporting and SOX compliance. Before joining the Company in 2015, Mr. Seidlitz worked in various positions at First
Data Corporation for nine years and, in his last position there, he was Vice President of Accounting Policies and SOX Compliance. He began
his career as an auditor with PricewaterhouseCoopers, LLP. Mr. Seidlitz is a Certified Public Accountant in Colorado and holds a
Bachelor of Science in Accountancy from the University of Illinois Urbana-Champaign. Mr. Seidlitz’s compensation will remain
unchanged following his appointment as Interim Principal Financial Officer.
The selection of Mr. Seidlitz to serve
as Interim Principal Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There
are no family relationships between Mr. Seidlitz and any director or executive officer of the Company, and Mr. Seidlitz has no
direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the departure
of Mr. Stansbury and the appointment of Mr. Seidlitz as Interim Principal Financial Officer is attached hereto as Exhibit 99.1.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the
Company under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| |
ARROW ELECTRONICS, INC. |
| |
|
| Date: March 28, 2022 |
By: |
/s/ Carine Jean-Claude |
| |
Name: |
Carine Jean-Claude |
| |
Title: |
Senior Vice President, Chief Legal Officer and Secretary |
