Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 833K
2: EX-4 Instrument Defining the Rights of Security Holders HTML 27K
3: EX-31.I Certification -- §302 - SOA'02 HTML 27K
4: EX-31.II Certification -- §302 - SOA'02 HTML 27K
5: EX-32.I Certification -- §906 - SOA'02 HTML 23K
6: EX-32.II Certification -- §906 - SOA'02 HTML 22K
35: R1 Cover Document HTML 72K
53: R2 Consolidated Statements of Operations HTML 100K
47: R3 Consolidated Statements of Comprehensive Income HTML 51K
14: R4 Consolidated Balance Sheets HTML 120K
34: R5 Consolidated Balance Sheets Parenthetical HTML 26K
52: R6 Consolidated Statements of Cash Flows HTML 94K
46: R7 Consolidated Statements of Equity HTML 46K
15: R8 Basis of Presentation HTML 24K
33: R9 Impact of Recently Issued Accounting Standards HTML 24K
62: R10 Significant Accounting Policies HTML 24K
41: R11 Goodwill and Intangible Assets HTML 64K
19: R12 Investments in Affiliated Companies HTML 40K
25: R13 Accounts Receivable HTML 44K
63: R14 Debt HTML 81K
42: R15 Financial Instruments Measured at Fair Value HTML 117K
20: R16 Restructuring, Integration, and Other Charges HTML 44K
26: R17 Net Income per Share HTML 37K
61: R18 Shareholders' Equity HTML 57K
43: R19 Contingencies HTML 36K
16: R20 Segment and Geographic Information HTML 79K
37: R21 Summary of Significant Accounting Policies HTML 42K
(Policies)
56: R22 Goodwill and Intangible Assets (Tables) HTML 63K
50: R23 Investments in Affiliated Companies (Tables) HTML 39K
17: R24 Accounts Receivable (Tables) HTML 36K
38: R25 ST Debt (Tables) HTML 32K
57: R26 LT Debt (Tables) HTML 58K
51: R27 Financial Instruments Measured at Fair Value HTML 111K
(Tables)
18: R28 Restructuring, Integration, and Other Charges HTML 32K
(Tables)
36: R29 Net Income per Share (Tables) HTML 37K
28: R30 Shareholders' Equity Components of Other HTML 57K
Comprehensive Income (Tables)
23: R31 Segment and Geographic Information (Tables) HTML 83K
40: R32 Impact of Recently Issued Accounting Standards HTML 25K
Impact of Recently Issued Accounting Standards
(Details)
60: R33 Goodwill (Details) HTML 40K
27: R34 Goodwill - Intangibles (Details) HTML 38K
22: R35 Investments in Affiliated Companies (Details) HTML 37K
39: R36 Accounts Receivable (Details) HTML 52K
59: R37 Debt - ST Debt (Details) HTML 39K
29: R38 Debt - LT Debt (Details) HTML 74K
21: R39 Financial Instruments Measured at Fair Value - HTML 60K
Fair Value Hierarchy (Details)
31: R40 Financial Instruments Measured at Fair Value - HTML 82K
Derivatives (Details)
13: R41 Restructuring, Integration, and Other Charges HTML 43K
(Details)
49: R42 Restructuring, Integration, and Other Charges - HTML 41K
Accrual (Details)
55: R43 Net Income per Share (Details) HTML 51K
30: R44 Shareholders' Equity (Details) HTML 44K
12: R45 Shareholders' Equity Share-Repurchase Programs HTML 29K
(Details)
48: R46 Contingencies (Details) HTML 40K
54: R47 Segment and Geographic Information (Details) HTML 52K
32: R48 Segment and Geographic Information - Geographic HTML 50K
Sales & PP&E (Details)
24: XML IDEA XML File -- Filing Summary XML 108K
64: XML XBRL Instance -- arw03282010-q_htm XML 1.53M
44: EXCEL IDEA Workbook of Financial Reports XLSX 64K
8: EX-101.CAL XBRL Calculations -- arw-20200328_cal XML 169K
9: EX-101.DEF XBRL Definitions -- arw-20200328_def XML 653K
10: EX-101.LAB XBRL Labels -- arw-20200328_lab XML 1.38M
11: EX-101.PRE XBRL Presentations -- arw-20200328_pre XML 802K
7: EX-101.SCH XBRL Schema -- arw-20200328 XSD 148K
58: JSON XBRL Instance as JSON Data -- MetaLinks 295± 418K
45: ZIP XBRL Zipped Folder -- 0001775474-20-000006-xbrl Zip 224K
‘EX-4’ — Instrument Defining the Rights of Security Holders
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
DESCRIPTION OF CAPITAL STOCK REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following is a description of the capital stock of Arrow Electronics, Inc. (“we,” “us” or the “Company”) that is registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description is a summary, is qualified in its entirety by, and should be read in conjunction with, the New York Business Corporation Law (the “NYBCL”) and the complete text of our Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), and our Amended Corporate By-Laws, as amended (the “By-Laws”). Common Stock
We have authority to issue 160,000,000 shares of common stock, par value $1.00 per share.
Voting Rights; Noncumulative Voting. The holders of our common stock are entitled to one vote per share on all matters to be voted on by shareholders, including the election of directors. Shareholders are not entitled to cumulative voting rights, and, accordingly, the holders of a majority of the shares voting for the election of directors can elect the entire board of directors if they choose to do so and, in that event, the holders of the remaining
shares will not be able to elect any person to our board of directors.
Our Certificate of Incorporation requires the affirmative vote of 90% of our outstanding shares of common stock to authorize certain mergers, sales of assets, corporate reorganizations and other transactions in the event that any person or entity acquires 30% or more of our outstanding common stock. Dividends; Restriction on Payment of Dividends. Holders of our common stock are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors, in its discretion, from funds legally available for the purpose and subject to prior dividend rights of holders of any shares of preferred stock which may be outstanding.
Liquidation
Rights. Upon liquidation or dissolution of the Company, subject to prior liquidation rights of the holders of preferred stock, if any, the holders of common stock are entitled to receive on a pro rata basis the remaining assets of the Company available for distribution. Other Rights. Holders of common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock. All outstanding shares of common stock are fully paid and not liable to further calls or assessment by us.
Certain Anti-Takeover Matters
Our Certificate
of Incorporation and our By-Laws contain provisions that may make it more difficult for a potential acquirer to acquire the Company by means of a transaction that is not negotiated with our board of directors. These provisions and the NYBCL could delay or prevent entirely a merger or acquisition that the Company’s shareholders consider favorable. These provisions may also discourage acquisition proposals or have the effect of delaying or preventing entirely a change in control, which could harm our stock price. Our board of directors is not aware of any current effort to accumulate shares of our common stock or otherwise obtain control of our
Company and does not currently contemplate adopting or recommending the approval of any other action that might have the effect of delaying, deterring or preventing a change in control of our Company. Following is a description of the anti-takeover effects of certain provisions of our Certificate of Incorporation, By-Laws and the NYBCL. Cumulative Voting. Our shareholders are not entitled to cumulative voting in the election of directors.
Special Meetings of Shareholders. Our By-Laws provide that special
meetings of shareholders may only be called by the chairman of the board or by resolution of the board of directors. Our By-Laws provide that only such business that is related to the purpose or purposes stated in the notice or waiver of notice of the meeting may be transacted. However, in the event we call a special meeting of shareholders for the purpose of electing one or more directors, shareholders seeking to nominate candidates for election as directors must provide timely notice of their nominations in writing to our corporate
secretary. Generally, to be timely, a shareholder’s notice must be received by the corporate secretary
at our principal executive offices not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of (i) the 60th day prior to such special meeting or (ii) the 10th day following the day on which we first publically announce the date of the special meeting. Our By-Laws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to make nominations for directors at a special meeting of shareholders called for the purpose of electing directors. Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our By-Laws provide that shareholders seeking to nominate candidates for election as directors
or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to our corporate secretary. Generally, to be timely, a shareholder’s notice must be delivered to the corporate secretary at our principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from such anniversary date, notice must be delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of (i) the 60th day prior to such annual meeting or (ii) the 10th day following the day on which we first publically announce the date of the meeting. Our By-Laws also specify requirements as to the form and content
of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders. Authorized but Unissued Shares. Our Certificate of Incorporation allows our board of directors to issue 2,000,000 authorized and unissued shares of Preferred Stock, par value $1.00 per share, without action by our shareholders, in one or more series and, within certain limitations, to determine the voting rights (including the right to vote as a series on particular matters), preference as to dividends and in liquidation, conversion, redemption and other rights of each series. The existence of authorized but unissued shares of Preferred Stock may enable our board of directors to render more difficult or to discourage
any attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. Anti-Takeover Provisions under New York Law. We are subject to Section 912 of the NYBCL. With specified exemptions, this statute prohibits a New York corporation listed on a national securities exchange from engaging in a business combination (as defined in Section 912(a)(5)) with an interested shareholder (generally, a person that, together with its affiliates and associates, owns 20% or more of the corporation's voting stock) for a period of five years after the date of the transaction in which the person became an interested shareholder.
Listing
Our common stock is traded on the New York Stock Exchange under the symbol “ARW.”