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Arrow Electronics Inc – ‘PRE 14A’ for 12/31/95

As of: Thursday, 3/21/96 · For: 12/31/95 · Accession #: 896058-96-25 · File #: 1-04482

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/21/96  Arrow Electronics Inc             PRE 14A    12/31/95    2:49K                                    Winthrop Sti… Roberts/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Proxy Statement                                       17     85K 
 2: EX-99       Proxy Card                                             2      8K

PRE 14A — Proxy Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Employment Agreements
1	1st Page - Filing Submission
14	Employment Agreements

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ARROW ELECTRONICS, INC.                                                         
25 HUB DRIVE                                                                    
MELVILLE, NEW YORK   11747                                                      

[Logo]                                                                          

STEPHEN P. KAUFMAN                                                              
CHAIRMAN AND CHIEF EXECUTIVE OFFICER                                            

                                                                   April 3, 1996

Dear Shareholder:                                                               

                  You are  cordially  invited to attend  the  Annual  Meeting of
Shareholders of Arrow  Electronics,  Inc., which will be held on Wednesday,  May
14, 1996 at 11:00 A.M., at Chemical Banking  Corporation,  270 Park Avenue,  New
York, New York. The formal Notice of Annual Meeting and Proxy  Statement,  fully
describing the matters to be acted upon at the meeting,  appear on the following
pages.                                                                          

                  The matters  scheduled to be considered at the meeting are the
election of directors,  a proposal to amend the Certificate of  Incorporation of
Arrow to  increase  the number of  authorized  shares of common  stock,  and the
ratification of the appointment of Arrow's auditors.                            

                  The  Board  of  Directors   recommends  the  approval  of  the
proposals  being presented at the Annual Meeting of Shareholders as being in the
best interest of Arrow.  We urge you to read the Proxy  Statement and give these
proposals your careful attention before completing the enclosed proxy card.     

                  Your vote is important  regardless of the number of shares you
own. Please be sure you are represented at the meeting,  whether or not you plan
to  attend,  by  signing,   dating  and  mailing  the  proxy  card  promptly.  A
postage-paid return envelope is enclosed for your convenience.                  

              Sincerely yours,

                Stephen P. Kaufman
                                      Chairman and Chief Executive Officer

PRE 14A 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
ARROW ELECTRONICS, INC. 
25 Hub Drive
Melville, New York 11747
--------------- 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held May 14, 1996 
--------------- 

                                                                   April 3, 1996

To the Shareholders of                                                          
Arrow Electronics, Inc.:                                                    

                  The Annual Meeting of Shareholders of Arrow Electronics, Inc.,
a New York corporation ("Arrow"),  will be held at Chemical Banking Corporation,
270 Park Avenue,  New York, New York, on May 14, 1996 at 11:00 A.M.,  prevailing
local time, for the following purposes:                                         

              1.       To elect directors of Arrow for the ensuing year.

                  2.       To  consider  and act upon a  proposal  to amend  the
                           Certificate of Incorporation of Arrow to increase the
                           number of  authorized  shares of  common  stock  from
              80,000,000 shares to 120,000,000 shares.

                  3.       To  consider  and act upon a  proposal  to ratify the
                           appointment   of  Ernst  &  Young   LLP  as   Arrow's
                           independent  auditors  for  the  fiscal  year  ending
December 31, 1996.        

                  4.       To transact such other  business as may properly come
                     before the meeting or any adjournments thereof.

                  Only  shareholders of record at the close of business on March
29,  1996  are  entitled  to  notice  of  and to  vote  at  the  meeting  or any
adjournments thereof.                                                           

                                   By Order of the Board of Directors,

                       Robert E. Klatell
                   Secretary

================================================================================
IMPORTANT 
         Please  complete,  sign and date  the  enclosed  proxy  and  return  it
promptly  in the  enclosed  return  envelope  which has been  provided  for your
convenience, whether or not you plan to attend the meeting. The prompt return of
proxies will assure a quorum and reduce solicitation expense.                   
================================================================================

PRE 14A 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
Preliminary Copy

ARROW ELECTRONICS, INC. 

25 Hub Drive
Melville, New York 11747
------------------- 

ANNUAL MEETING OF SHAREHOLDERS

To be Held May 14, 1996 

------------------- 

PROXY STATEMENT 

------------------- 

                  This Proxy Statement, mailed to shareholders on April 3, 1996,
is furnished in connection  with the  solicitation  by the Board of Directors of
Arrow  Electronics,  Inc., a New York  corporation  ("Arrow"),  of proxies to be
voted at the Annual Meeting of  Shareholders to be held in New York, New York on
May 14, 1996, and any  adjournments  thereof,  for the purposes set forth in the
accompanying  notice.  Each  proxy  will be voted  with  respect  to all  shares
represented  by it in  accordance  with the  directions  specified  thereon  and
otherwise in accordance with the judgment of the persons  designated as proxies.
Any proxy on which no directions are specified will be voted for the election of
directors and in favor of the actions  described by the proxy.  Any proxy may be
revoked at any time prior to  exercise  by written  notice to the  Secretary  of
Arrow by the person giving the proxy.                                           

                  The  cost of  soliciting  proxies  will  be  borne  by  Arrow.
Solicitation  of proxies is being made by Arrow  through the mail, in person and
by telephone.  In addition to regular  employees of Arrow who may engage in such
solicitation,  Arrow has retained  D.F. King & Co., Inc. to assist in soliciting
proxies at an  anticipated  cost not in excess of $11,000 plus  expenses.  Arrow
will also request brokers and other nominees to forward soliciting  materials to
the  beneficial  owners of the stock  held of  record by such  persons  and will
reimburse such persons for their expenses in forwarding such materials.         

                  Only  shareholders  of record of Arrow's  common  stock at the
close of business on March 29, 1996 are entitled to notice of and to vote at the
meeting or any  adjournments  thereof.  On March 29, 1996, Arrow had outstanding
___________ shares of common stock.                                             

-3- 

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                  The  following  table  sets  forth  certain  information  with
respect to the only  shareholders  known to management to own beneficially  more
than 5% of the outstanding common stock of Arrow as of March 29, 1996.          

Name and Address                           Number of Shares         Percent of  
of Beneficial Owner                       Beneficially Owned         Class(1)   
-------------------                       ------------------        ----------  

Oppenheimer Group, Inc.                      7,394,111(2)           _____%      
Oppenheimer Tower                                                               
World Financial Center                                                          
New York, New York 10281                                                        

Pioneering Management Corporation            3,503,400(3)           _____%      
60 State Street                                                                 
Boston, Massachusetts 02109                                                     

Neuberger & Berman LP                        3,138,657(4)           _____%      
605 Third Avenue                                                                
New York, New York  10158-3698                                                  

A I M Management Group Inc.                  2,537,800(5)           _____%      
11 Greenway Plaza, Suite 1919                                                   
Houston, Texas 77046                                                            

---------------                                                                 
(1)      Percentage of beneficial  ownership is calculated upon shares of common
stock outstanding as of March 29, 1996.                       

(2)      Based  upon a  Schedule  13G  dated  February  1, 1996  filed  with the
         Securities  and  Exchange  Commission  and  includes  6,739,867  shares
         beneficially  owned by  Oppenheimer  Capital,  a registered  investment
advisor.                                                      

(3)      Based  upon a  Schedule  13G dated  January  26,  1996  filed  with the
         Securities and Exchange  Commission and reflects sole voting power with
         respect to 3,503,400  shares,  sole  dispositive  power with respect to
         172,700 shares,  and shared dispositive power with respect to 3,330,700
         of the shares beneficially owned by Pioneering Management  Corporation,
a registered investment advisor.                              

(4)      Based  upon a  Schedule  13G dated  February  12,  1996  filed with the
         Securities and Exchange  Commission  and reflects  shared power to make
         decisions whether to retain or dispose of such shares of many unrelated
clients.                                                      

(5)      Based  upon a  Schedule  13G dated  February  12,  1996  filed with the
         Securities  and Exchange  Commission and includes  shares  beneficially
         owned by A I M  Advisors,  Inc.  and A I M  Capital  Management,  Inc.,
registered investment advisors.                               

                  At March 29, 1996,  all  executive  officers and  directors of
Arrow  as a group  were  the  beneficial  owners  of  _________  shares  (_._%),
including  _______ shares held by the Arrow Electronics Stock Ownership Plan, of
which Mr. Stephen P. Kaufman, Mr. Robert E. Klatell, and Mr. John C. Waddell are
the trustees,  including  shares  allocated to the accounts of Messrs.  Kaufman,
Klatell,  and  Waddell  (pursuant  to  certain  regulations  promulgated  by the
Securities and Exchange Commission, Messrs. Kaufman, Klatell, and Waddell may be
deemed to have  beneficial  ownership  of these shares by virtue of their shared
power as trustees to vote such  shares);  options to purchase  1,140,082  shares
granted under Arrow's Stock Option Plan or under stock option plans of companies
acquired  by Arrow and  assumed  by Arrow as part of the  acquisition  (of which
625,875  options  are  currently  exercisable),  including  options to  purchase
735,625 shares,  119,000 shares, 9,000 shares, 10,000 shares, 60,000 shares, and
82,499 shares  granted to Mr.  Kaufman,  Mr.  Klatell,  Mr.  Waddell,  Mr. Carlo
Giersch, Mr. Steven W. Menefee, and Mr. Robert S. Throop,                       

-4- 

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respectively (of which 377,291 options,  104,000 options,  9,000 options,  3,333
options,  25,000  options,  and  41,860  options,  respectively,  are  currently
exercisable); and 175,043 shares awarded under Arrow's Restricted Stock Plan (of
which  88,593  shares have  vested and are not  forfeitable),  including  43,500
shares, 33,775 shares, 2,518 shares, 53,750 shares, and 13,000 shares awarded to
Messrs. Kaufman, Klatell,  Waddell, Menefee, and Throop,  respectively (of which
32,000 shares,  24,775 shares,  68 shares,  24,750 shares,  and 2,500 shares,   
respectively, have vested and are not forfeitable).                             

ELECTION OF DIRECTORS 

                  The entire Board of  Directors of Arrow is to be elected,  and
those  persons  elected  will hold  office  until  the next  Annual  Meeting  of
Shareholders and until their respective  successors shall have been duly elected
and  qualified.  Persons  receiving a plurality  of the votes cast at the Annual
Meeting will be elected directors.  Consequently,  any shares not voted (whether
by abstention or broker  nonvotes)  have no effect on the election of directors.
Proxies in the enclosed  form will be voted for the election as directors of the
nine  nominees  named below.  Management  does not  contemplate  that any of the
nominees will be unable to serve as a director,  but if that contingency  should
occur prior to the voting of the proxies,  the persons named in the accompanying
proxy reserve the right to substitute another person of their choice when voting
at the meeting or any adjournment  thereof. All nominees are currently directors
of Arrow and were elected at Arrow's last annual meeting.                       

                                                        [Enlarge/Download Table]

                                                                                  Shares of Common       Percentage of
                                                                                    Stock Owned           Outstanding 
                                  Position with Arrow and          Director       Beneficially as of        Common    
Name                     Age        Business Experience             Since          March 29, 1996           Stock     
----                     ---        -------------------             -----          --------------           -----     

                                                                                                                      
Daniel W. Duval          59       President and Chief               1987                  2,100              _._%     
                                  Executive Officer of                                                                
                                  Robbins & Myers, Inc., a                                                            
                                  manufacturer of fluids                                                              
                                  management systems, for                                                             
                                  more than five years;                                                               
                                  director of Robbins &                                                               
                                  Myers, Inc. and National                                                            
                                  City Bank of Dayton.                                                                

Carlo Giersch            58       Chief Executive Officer of        1990                113,000<F1>          _._%     
                                  Spoerle Electronic,                                                                 
                                  Arrow's 70% owned                                                                   
                                  German affiliate, for more                                                          
                                  than five years.                                                                    

Stephen P. Kaufman       54       Chairman of the Board of          1983                   ____<F2><F3>      _._%     
                                  Arrow since May 1994                                                                
                                  and President and Chief                                                             
                                  Executive Officer of                                                                
                                  Arrow for more than five                                                            
                                  years.                                                                              

                                      -5-                                                                             

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                                                                                 Shares of Common       Percentage of 
                                                                                   Stock Owned           Outstanding  
                                  Position with Arrow and          Director       Beneficially as of        Common    
Name                     Age        Business Experience             Since          March 29, 1996           Stock     
----                     ---        -------------------             -----          --------------           -----     

                                                                                                                      
Roger King               55       Director of Orient                1995                   ____              _._%     
                                  Overseas (International)                                                            
                                  Limited, an investment                                                              
                                  holding company, with                                                               
                                  investments principally in                                                          
                                  integrated containerized                                                            
                                  transportation businesses,                                                          
                                  since ______ 1992; until                                                            
                                  February 1996 Chairman                                                              
                                  and Chief Executive                                                                 
                                  Officer of ODS System-                                                              
                                  Pro Holdings Limited, a                                                             
                                  reseller of computers and                                                           
                                  related products and                                                                
                                  services, for more than                                                             
                                  five years.                                                                         

Robert E. Klatell        50       Executive Vice President          1989                   ____<F2>          _._%     
                                  of Arrow since November                                                             
                                  1995, Senior Vice                                                                   
                                  President for more than                                                             
                                  five years prior thereto,                                                           
                                  Chief Financial Officer                                                             
                                  since January 1992, and                                                             
                                  General Counsel,                                                                    
                                  Treasurer, and Secretary                                                            
                                  for more than five years.                                                           

Karen Gordon Mills       42       President of MMP Group            1994                     300             _._%     
                                  Inc. consulting firm, since                                                         
                                  January 1993; prior                                                                 
                                  thereto Managing Director                                                           
                                  of E.S. Jacobs &                                                                    
                                  Company, an equity                                                                  
                                  investment business, for                                                            
                                  more than five years;                                                               
                                  director of Armor All                                                               
                                  Products, Telex                                                                     
                                  Communications Inc., The                                                            
                                  Scotts Company, and                                                                 
                                  Triangle Pacific Co.                                                                

Richard S. Rosenbloom    63       David Sarnoff Professor           1992                   2,500             _._%     
                                  of Business                                                                         
                                  Administration at Harvard                                                           
                                  Business School for more                                                            
                                  than five years; director                                                           
                                  of Executone Information                                                            
                                  Systems, Inc.                                                                       

                                      -6-                                                                             

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                                                                                 Shares of Common       Percentage of 
                                                                                   Stock Owned           Outstanding  
                                  Position with Arrow and          Director       Beneficially as of        Common    
Name                     Age        Business Experience             Since          March 29, 1996           Stock     
----                     ---        -------------------             -----          --------------           -----     

                                                                                                                      
Robert S. Throop         58       Chairman and Chief Executive      1994                 206,000<F4>         _._%     
                                  Officer of Anthem                                                                   
                                  Electronics, Inc., an                                                               
                                  electronics distributor                                                             
                                  acquired by Arrow in                                                                
                                  November 1994, for more                                                             
                                  than five years and Vice                                                            
                                  President of Arrow since                                                            
                                  March 1995; director of                                                             
                                  The Coast Distribution                                                              
                                  System and The                                                                      
                                  Manitowoc Company,                                                                  
                                  Inc.                                                                                

John C. Waddell          58       Vice Chairman of the              1969                    ____<F2>         _._%     
                                  Board of Arrow since                                                                
                                  May 1994 and Chairman                                                               
                                  of the Board of Arrow for                                                           
                                  more than five years prior                                                          
                                  thereto.                                                                            
<FN>                                                                                                                  
-------------------                                                                                                   

<F1>     Includes  shares  owned  individually  and options to  purchase  shares                                      
         granted under Arrow's Stock Option Plan. See page 2.                                                         

<F2>     Includes shares owned individually,  options to purchase shares granted                                      
         under  Arrow's  Stock  Option  Plan,   shares   awarded  under  Arrow's                                      
         Restricted Stock Plan, and shares held by Arrow's Stock Ownership Plan.                                      
         See page 2.                                                                                                  

<F3>     Does not include  6,875 shares held by a charitable  trust of which Mr.                                      
         Kaufman and members of his immediate family are the trustees.                                                

<F4>     Includes shares owned individually,  options to purchase shares granted                                      
         under Arrow's  Stock Option Plan,  options to purchase  shares  granted                                      
         under Anthem's stock option plans prior to the acquisition,  and shares                                      
         awarded under Arrow's Restricted Stock Plan.                                                                 
</FN>                                                                                                                 

                  The audit committee of the Board of Directors  consists of Mr.
Duval and Mr. King.  The audit  committee  evaluates and reviews such matters as
Arrow's accounting policies,  reporting practices,  internal audit function, and
internal accounting  controls.  The committee also reviews the scope and results
of the audit conducted by Arrow's independent auditors.                         

                  The compensation  committee of the Board of Directors consists
of Mr. Duval, Ms. Mills, and Mr. Rosenbloom. The compensation committee approves
the salaries and incentive  compensation of senior  managers,  advises the Board
generally with regard to other  compensation and employee  benefit matters,  and
approves stock option and restricted stock awards.                              

                  The nominating committee of the Board of Directors consists of
Mr.  Rosenbloom,  Mr. Duval,  and Ms.  Mills.  Shareholder  recommendations  for
nominees for  membership  on the Board of Directors  will be  considered  by the
nominating committee.  Such recommendations may be submitted to the Secretary of
Arrow, who will forward them to the chairman of the nominating committee.       

-7- 

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                  The  charitable   contributions  committee  of  the  Board  of
Directors consists of Mr. Waddell,  Mr. Klatell,  and Mr. Throop. The charitable
contributions  committee  reviews  community and civic  programs and services of
educational,   cultural,  and  other  social  organizations,  and  approves  the
charitable contributions to be made by the company.                             

                  During 1995 there were 5 meetings of the Board of Directors, 3
meetings of the audit  committee,  6 meetings of the compensation  committee,  8
meetings  of  the  nominating  committee,   and  1  meeting  of  the  charitable
contributions  committee.  All directors attended 75% or more of the meetings of
the Board of Directors and the  committees  on which they served.  Mr. Duval did
not file on a timely basis a report on Form 4 in connection with the purchase of
100 shares of Arrow by his spouse.                                              

EXECUTIVE COMPENSATION AND OTHER MATTERS    

Summary Compensation Table                                                      

                  The  following  table  provides  certain  summary  information
concerning  the  compensation  for the past three  years of the Chief  Executive
Officer and each of the other four most highly compensated executive officers of
the company (the "named executive officers").                                   

                                                        [Enlarge/Download Table]
                                                                                       Long-Term                               
                                         Annual Compensation                        Compensation Awards                        
                          -----------------------------------------------------   ------------------------                     

                                                                                  Restricted    Securities                     
       Name and                                                  Other Annual       Stock       Underlying       All Other     
   Principal Position       Year     Salary<F1>      Bonus      Compensation<F2>  Award(s)<F3>   Options<F4>   Compensation<F5>
------------------------   ------   -----------   -----------   ---------------   -----------   ------------  ---------------- 

                                                                                                                               
Stephen P. Kaufman,         1995     $649,045     $1,039,250       $50,375         $167,500       25,000<F6>       $9,120      
President and Chief         1994      574,000        743,000        62,650          170,000       25,000            9,120      
Executive Officer           1993      504,000        570,000        65,644          190,000       25,000           11,572      

Carlo Giersch, Chief        1995      698,178           --            --            125,625       10,000             --        
Executive Officer of        1994      618,582           --            --               --           --               --        
Spoerle Electronic          1993      604,230           --            --               --         10,000             --        

Robert S. Throop,           1995      521,765        106,000        20,750          125,625       10,000            9,120      
Chairman and Chief          1994      595,391        231,498          --            340,000       20,000           16,145      
Executive Officer of                                                                                                           
Anthem Electronics,                                                                                                            
Inc.<F7>                                                                                                                       

Steven W. Menefee,          1995      360,712        310,000        81,400          125,625       45,000            9,120      
Senior Vice President       1994      330,200        230,000        75,063          136,000       15,000            9,120      
                            1993      304,783        241,000        66,856          152,000       15,000            7,075      

Robert E. Klatell,          1995      369,400        192,200        43,713          125,625       15,000            9,120      
Executive Vice President    1994      339,400        227,000        53,319          136,000       15,000            9,120      
and Chief Financial         1993      308,983        220,000        66,572          152,000       15,000           11,572      
Officer                                                                                                                        

<FN>                                                                                                                           
-----------------                                                                                                              

<F1>  Includes amounts deferred under retirement plans.                                                                        

<F2>  Represents  reimbursement of a portion of the tax liability  incurred as a                                               
      result of the vesting of restricted stock awards.                                                                        

<F3>  Reflects the fair market value as of the date of grant of the stock awards                                               
      granted in 1995 and in early 1996 in respect of  employment  during  1995.                                               
      All of such awards vest in four annual  installments of 25%, beginning one                                               
      year after grant,  and all awarded  shares have dividend and voting rights                                               
      equivalent  to all shares of common  stock.  As of December 31, 1995,  the                                               
      aggregate  number and value of unvested  restricted  stock  awards held by                                               
      Messrs.  Kaufman,  Giersch,  Throop, Menefee,  and Klatell,  including the                                               
      grant in early 1996 in respect of  employment  during  1995,  were  11,500                                               
      ($425,313), 3,000 ($125,625),  10,500 ($380,625), 29,000 ($1,173,125), and                                               
      9,000 ($331,875), respectively.                                                                                          

<F4>  Includes  stock  options  awarded in early  1996 in respect of  employment                                               
      during 1995.                                                                                                             

                                      -8-                                                                                      

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<F5>  For 1995,  includes a  contribution  by Arrow of $4,500 to  Arrow's  Stock                                               
      Ownership Plan and a matching  contribution  by Arrow of $4,620 to Arrow's                                               
      Savings  Plan  for  each of  Messrs.  Kaufman,  Throop,  Menefee, and  Mr.                                               
      Klatell.                                                                                                                 

<F6>  Does not  include  options  to  purchase  500,000  shares of common  stock                                               
      granted to Mr. Kaufman in March 1995 as part of the entering into of a new                                               
      employment  agreement  with  Arrow  terminating  December  31,  2001.  See                                               
      "Employment Agreements" page ___.                                                                                        

<F7>  Anthem  became  a  wholly-owned  subsidiary  of Arrow  in  November  1994.                                               
      Reflects  compensation  received  during 1994 pursuant to  employment  and                                               
      incentive  arrangements  established  by Anthem prior to the  acquisition.                                               
      Does not include options to purchase  107,740 shares of Arrow common stock                                               
      issued in 1994 in exchange  for options to purchase  Anthem  common  stock                                               
      granted by Anthem  pursuant to Anthem's  stock  option  plans prior to the                                               
      acquisition.                                                                                                             
</FN>                                                                                                                          

Stock Option Grants in Last Fiscal Year                                         

         The following  table provides  information on option grants during 1995
and in early 1996 in respect of  employment  during 1995 to the named  executive
officers.                                                                       

                                                        [Enlarge/Download Table]
                                                  Individual Grants                                                      
                                -----------------------------------------------------                                    

                                                % of Total                                                               
                                Number of        Options                                     Potential Realizable Value  
                                Securities      Granted to                                     at Assigned Rates of      
                                Underlying      Employees    Exercise or                     Stock Price Appreciation    
                                 Options         in Fiscal   Base Price    Expiration           for Option Term<F3>      
Name                          Granted (#)<F1>      Year       ($/Sh)<F2>      Date             5%              10%       
----                          --------------   -----------   -----------   -----------   --------------  ----------------
                                                                                                                         
Stephen P. Kaufman<F4>           25,000             3.2%       $41.875      12/15/05         $704,125        $1,741,375  
Carlo Giersch                    10,000             1.3         41.875      12/15/05          281,650           696,550  
Robert S. Throop                 10,000             1.3         41.875      12/15/05          281,650           696,550  
Steven W. Menefee                45,000             5.7         47.875      12/15/05          997,425         2,864,475  
Robert E. Klatell                15,000             1.9         41.875      12/15/05          422,475         1,044,825  
All shareholders                    N/A             N/A            N/A           N/A    1,368,914,304     3,469,367,205  
All optionees                   790,600           100           43.27       various in     21,165,586        53,967,502  
                                                                            2005                                         
All optionees value as a            N/A             N/A            N/A           N/A              1.5%              1.6% 
  percent of all                                                                                                         
  shareholders value                                                                                                     

<FN>                                                                                                                     
-------------------                                                                                                      

<F1>      All of such grants  become  exercisable  in three annual  installments,                                        
         commencing on the date of grant (except for certain grants  included in                                         
         "All optionees," which become exercisable in three annual installments,                                         
         commencing on the first anniversary of the date of grant) and expire 10                                         
         years after the date of grant.                                                                                  

<F2>     All at fair market value at date of grant.                                                                      

<F3>     Represents  gain that would be realized  assuming the options were held                                         
         for the entire  ten-year option period and the stock price increased at                                         
         annual compounded rates of 5% and 10%. Potential  realizable values for                                         
         shareholders are based on 50,625,529 shares outstanding at December 30,                                         
         1995 from a base  price of $43.00 per share.  These  amounts  represent                                         
         assumed rates of  appreciation  only.  Actual  gains,  if any, on stock                                         
         option exercises and common stock holdings will be dependent on overall                                         
         market conditions and on the future  performance of the company and its                                         
         common stock.  There can be no assurance that the amounts  reflected in                                         
         this table will be achieved.                                                                                    

<F4>     Does not include  options to purchase  500,000  shares of common  stock                                         
         granted to Mr.  Kaufman in March 1995 as part of the entering into of a                                         
         new employment  agreement with Arrow terminating December 31, 2001. The                                         
         options  become   exercisable   in  three  equal  annual   installments                                         
         commencing  on the  first  anniversary  of the  date  of  grant,  at an                                         
         exercise  price equal to market  price on the date of grant plus 1% per                                         
         quarter  from the date of grant to the  exercise  date,  and  expire 10                                         
         years after the date of grant.                                                                                  
</FN>                                                                                                                    

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Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values      

         The following  table  provides  information  concerning the exercise of
stock  options  during  1995 by each of the  named  executive  officers  and the
year-end value of their unexercised options.                                    

                                                        [Enlarge/Download Table]

                                                                      Number of          Value of        
                                                                     Unexercised        Unexercised      
                                                                     Options at        In-the-Money      
                                                                       Fiscal           Options at       
                                                                     Year-End<F2>    Fiscal Year-End <F2>
                               Shares                              ---------------   ---------------     
                             Acquired on           Value             Exercisable/       Exercisable/     
Name                          Exercise          Realized<F1>        Unexercisable      Unexercisable     
----                          --------          -----------         -------------      -------------     

                                                                                                         
Stephen P. Kaufman               --                 --             210,625/525,000  $4,908,753/$432,080  
Carlo Giersch                  10,000            $ 150,000           3,333/6,667            3,750/7,500  
Robert S. Throop               37,040            1,031,963          58,808/41,891       729,239/201,757  
Steven W. Menefee              57,000            1,385,375          25,000/35,000         75,625/56,250  
Robert E. Klatell                --                 --             104,000/15,000      2,089,875/56,250  

<FN>                                                                                                     
-------------------                                                                                      
<F1>     Represents the  difference  between the fair market value of the shares                         
         at date of exercise and the exercise price  multiplied by the number of                         
         options exercised.                                                                              

<F2>     Includes  stock options  awarded in early 1996 in respect of employment                         
         during 1995.                                                                                    
</FN>                                                                                                    

Compensation Committee Report on Executive Compensation 

                  A primary role of the compensation committee (the "committee")
is to oversee compensation  practices for Arrow's senior executive officers. The
committee's responsibilities include the review of salaries, benefits, and other
compensation of Arrow's senior managers and making  recommendations  to the full
Board of Directors  with respect to these  matters.  The  committee is comprised
entirely of Board  members who are  independent,  nonemployee  directors  of the
company.                                                                        

                  The committee's primary objective in establishing compensation
programs  and levels for Arrow's key  executive  officers is to support  Arrow's
goal of maximizing  the value of  shareholders'  interests in Arrow.  To achieve
this objective, the committee believes it is necessary to:                      

         -    Set  levels of base  compensation  that will  attract  and  retain
    superior executives in a highly competitive environment.

         -    Encourage  long-term  decision  making that  enhances  shareholder
              value.  The committee  believes that this objective is promoted by
              emphasizing grants of stock options and restricted stock,  thereby
              creating a direct link  between  shareholder  value  creation  and
executive compensation.                             

         -    Provide  incentive  compensation  that varies  directly  with both
              company   performance   and   individual   contribution   to  that
performance.                                        

Components of Compensation                                                      

Base Salary                                                   

                  The committee  annually reviews each executive  officer's base
salary.  The factors which  influence  committee  determinations  regarding base
salary  include:  comparable  levels  of pay  among  executives  at  the  larger
companies  in the peer group  contained  in the graph on page __,  internal  pay
equity considerations,  level of responsibilities,  prior experience, breadth of
knowledge, and job performance. Such                                            

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compensation  is  generally  competitive  with  comparable  jobs  at  comparable
companies.  For comparative  purposes the committee selects the larger companies
in its peer group  because  Arrow is the  largest  company  in such peer  group.
Levels of compensation for base salary of senior executive officers of Arrow are
slightly above the median of the peer group. Arrow is significantly  larger than
all of the other  companies  except one that is included  within the peer group.
Arrow also has substantial  sales outside the United States,  and only one other
company  included  within the peer group has  operations  outside North America.
Therefore,  the  committee  believes  that  Arrow  requires  greater  breadth of
management,  skills and  experience to  successfully  manage its larger and more
complex businesses.                                                             

                  In conducting its salary deliberations, the committee does not
strictly  tie  senior  executive  base pay to a  defined  competitive  standard.
Rather,  the committee  elects to maintain  flexibility  in its decision  making
capacity so as to permit salary recommendations that best reflect the individual
contributions made by the company's top executives.  Each of the named executive
officers has an employment  agreement  which provides for a minimum base salary.
See page___.                                                                    

                  Based  upon  the  overall  success  of  Arrow,  the  committee
believes that it is  appropriate  to compensate  Mr. Kaufman at a level at least
equal to that paid to chief  executive  officers of  comparable  companies.  The
committee  values highly Mr.  Kaufman's  breadth of knowledge and recognizes his
significant contribution to the success of Arrow.                               

                  In 1994 and 1995,  Mr.  Kaufman's base salary was increased to
$574,000 and $650,000,  respectively,  in recognition of the continued growth in
Arrow's  sales and  earnings and the further  expansion of Arrow into  strategic
markets.                                                                        

Annual Incentives                                             

                  Arrow's Chief Executive Officer Performance Bonus Plan ("Chief
Executive   Bonus   Plan"),   which  was  adopted  in  1994,   provides   for  a
performance-based  bonus for Arrow's chief  executive  officer based upon target
level earnings per share and target level return on  shareholders'  equity.  The
purpose of the Chief  Executive  Bonus Plan is to enable  Arrow to  specifically
motivate  the  chief  executive  officer  to  achieve  strategic  financial  and
operating  objectives,  reward his contribution  toward improvement in financial
performance as measured by the growth in earnings per share and/or growth in the
return  on  equity  of  Arrow,  provide  the  chief  executive  officer  with an
additional  incentive to contribute to the success of Arrow and to offer a total
compensation  package that is  competitive  in the industry and includes a bonus
component  which  is  intended  to  qualify  as  performance-based  compensation
deductible to Arrow under Section  162(m) of the Internal  Revenue Code of 1986,
as  amended  (the  "Code").   The  Chief  Executive  Bonus  Plan  sets  forth  a
pre-established  bonus formula and sets an annual  performance  goal pursuant to
which the committee can  objectively  calculate  the chief  executive  officer's
potential  annual  cash bonus for each  service  year with  Arrow.  For 1995 Mr.
Kaufman  received a bonus payment of $939,250  under the Chief  Executive  Bonus
Plan.  The committee  also awarded Mr.  Kaufman a $100,000  discretionary  bonus
payment to recognize  his  accomplishments  with regard to  long-term  strategic
planning  and  management  development  which  the  committee  believes  are not
recognized in the bonus formula set forth in the Chief Executive Bonus Plan.    

                  Each  year,  for  other  executive   officers  of  Arrow,  the
committee -- in consultation with management -- establishes short-term financial
goals which relate to one or more indicators of corporate financial performance.
For 1995, the short-term  incentive award  opportunity was contingent upon Arrow
attaining a prespecified level of sales, profitability, and asset utilization.  

                  Incentive targets are established for participating executives
under  the  Management  Incentive   Compensation  Plan  ("MICP")  based  on  the
participant's level and breadth of responsibility, potential contribution to the
success of the company, and competitive considerations. The participant's actual
award is determined at the end of the year based on Arrow's  actual  performance
against the predetermined financial goals, as well as the attainment of specific
individual goals or contributions to Arrow's success.                           

                  Annual  incentives  of Messrs.  Throop,  Menefee,  and Klatell
reflect  Arrow's  attainment of  predetermined  financial goals and the level of
achievement by Messrs. Throop, Menefee, and Klatell of the                      

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targets  established  under  the  MICP.  The MICP  awards  earned  by the  named
participating  executive  officers  averaged 46% of their  respective  salaries,
representing a range of 85% to 130% level of achievement of the goals.          

Long-Term Incentives                                          

                  Arrow  reinforces  the  importance  of producing  satisfactory
returns to  shareholders  over the long-term  through the operation of its Stock
Option Plan and its Restricted  Stock Plan.  Stock option and  restricted  stock
awards provide  executives with the opportunity to acquire an equity interest in
Arrow and align the executive's interest with that of the shareholders to create
shareholder value as reflected in growth in the price of Arrow's shares.        

                  Option  exercise  prices are equal to 100% of the fair  market
value of Arrow's shares on the date of option grant and are exercisable in three
installments.  This  ensures  that  participants  will derive  benefits  only as
shareholders realize  corresponding gains over an extended time period.  Options
have a maximum term of 10 years.                                                

                  Restricted  stock is granted to  participants in order to help
foster a shareholder  perspective among the  participants.  A long-term focus is
encouraged  -- and  executive  retention is  reinforced -- through the four-year
vesting schedule to which shares of restricted stock are subject.               

                  Each year,  the committee  reviews the history of stock option
and restricted  stock awards and makes grant  decisions based on the committee's
assessment of each individual  executive's  contribution and performance  during
the year and on competitive  compensation practices in comparable companies. The
grants to Mr. Kaufman and each of the other named executive officers in 1995 are
consistent  with grants in prior years relative to Arrow's  performance  and the
individual's   contributions,   and  represent  Arrow's  continued  emphasis  on
executive  compensation  which is linked to  increases  in the value of  Arrow's
stock.  Generally,  the size of the grants of such long-term incentives reflects
the committee's  assessment of each  individual's  contributions and performance
during the year.   Mr. Kaufman was granted 25,000 stock options and 4,000 shares
of restricted stock in 1995 in recognition of Arrow's  continued growth in sales
and earnings and Arrow's further expansion into strategic markets.              

Summary                                                                         

                  Each year, the Board and the committee  review all elements of
cash and noncash  compensation  paid to the  executive  officers  of Arrow.  The
committee  manages  all  elements of  executive  pay in order to ensure that pay
levels are consistent with Arrow's compensation  philosophies.  In addition, the
Board and the committee  administer  Arrow's  long-term  executive  compensation
programs to ensure that Arrow's  objectives of linking executive pay to improved
Arrow  financial  performance  and increased  shareholder  value  continue to be
fostered.                                                                       

Richard S. Rosenbloom, Chairman                                                 
Daniel W. Duval                                                                 
Karen Gordon Mills                                                              

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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN 
AMONG ARROW ELECTRONICS, INC., S&P 500 INDEX &
ELECTRONICS DISTRIBUTOR INDEX 

                  The following  graph compares the performance of Arrow for the
periods  indicated with the performance of the Standard & Poor's 500 Stock Index
and  the  average  performance  of a  group  consisting  of the  company's  peer
corporations on a  line-of-business  basis. The corporations  making up the peer
companies  group are Avnet,  Inc.,  Jaco  Electronics,  Inc.,  Kent  Electronics
Corporation,  Marshall Industries,  Milgray Electronics,  Inc., Pioneer-Standard
Electronics,  Inc., Sterling Electronics Corporation,  Western Micro Technology,
Inc., and Wyle Electronics.  Total return indices reflect  reinvested  dividends
and are weighted on a market  capitalization  basis at the time of each reported
data point.                                                                     

(A comparative  performance graph was included plotting the cumulative five-year
returns of Arrow,  the S&P 500 Index and the Electronics  Distributor  Index for
the years 1990 to 1995 based on the data presented in the table below.)         

================================================================================
1990            1991           1992           1993           1994           1995
---------------------------------===============================================
Arrow          100          360          654         954         820         983
--------------------------------------------------------------------------------
S&P       500       Index       100      131      140      155      157      215
--------------------------------------------------------------------------------
Electronics     Distributor     Index     100    104    128    147    142    175
================================================================================

                  Assumes $100  invested on December 31, 1990 in Arrow,  S&P 500
Index and peer companies group.                                                 

Directors' Compensation                                                         

                  The members of the Board of  Directors  who are not  employees
receive an annual fee of $30,000  for the term  expiring  in May 1995,  a fee of
$1,000  for  each  Board  of  Directors  meeting  personally  attended  and each
committee personally attended, and a fee of $500 for telephonic participation in
each Board of Directors meeting and each committee.  In addition,  each director
serving as  Chairman  of any  committee  receives  an  additional  annual fee of
$1,500.                                                                         

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Employment Agreements                                                           

                  Arrow  has  employment  agreements  with  each  of  the  named
executive  officers.  In March 1995 Mr.  Kaufman  entered into a new  employment
agreement with Arrow terminating December 31, 2001, which provides for an annual
base salary of not less than $650,000  through June 30, 1998 during which period
Mr. Kaufman will serve as Chairman of the Board and Chief  Executive  Officer of
Arrow and not less than  $400,000  thereafter.  As part of entering into the new
agreement,  Mr.  Kaufman  received  options to purchase  500,000 shares of Arrow
common  stock  which  become  exercisable  in three  equal  annual  installments
commencing on the first  anniversary of the date of grant,  at an exercise price
equal to market  price on the date of grant plus 1% per quarter from the date of
grant to the exercise date, and expire 10 years after the date of grant.        

                  Mr. Klatell has an employment agreement with Arrow terminating
December  31,  1996,  which  provides for an annual base salary of not less than
$235,000.  Mr.  Menefee  has an  employment  agreement  with  Arrow  terminating
December 31, 1997 (subject to automatic renewals from year to year unless either
Arrow or the executive  elects not to renew),  which provides for an annual base
salary of not less than $320,000.  Mr. Giersch has an employment  agreement with
Spoerle  Electronic  terminating  on  his  65th  birthday  (subject  to  earlier
termination by either Spoerle  Electronic or Mr. Giersch upon six months written
notice),  which  provides  for an annual  base  salary of not less than  700,000
deutsche marks  ($488,724  based on the average  exchange rate during 1995) with
annual  adjustments in the same proportion in which salaries of the employees of
Spoerle have been adjusted in the preceding  year.  Mr. Throop has an employment
agreement with Arrow terminating December 31, 2001, which provides for an annual
base salary of not less than  $500,000  through  December  31, 1996 and not less
than $225,000 thereafter.                                                       

Extended Separation Benefits                                                    

                  Arrow maintains a broad-based  program to shelter employees at
all levels from any  adverse  consequences  which might  result from a change in
control of the company. A change in control is defined in the program to include
such time that any person becomes the beneficial owner,  directly or indirectly,
of 30% or more of the combined  voting  power of Arrow's  voting  securities  or
certain  changes  occur in the  constitution  of  Arrow's  Board  of  Directors.
Pursuant to a policy  adopted by the Board of Directors  in 1988,  the period of
salary   continuation   normally  extended  to  employees  whose  employment  is
terminated as a result of a workforce reduction or reorganization  (which period
ranges  from two to 12 weeks  depending  upon  length of service  with Arrow) is
tripled if employment  is terminated by the company  (other than for cause) as a
result of a change in control.  In addition  to this  policy,  Arrow has entered
into one-year  employment  agreements  with  approximately  65  management-level
employees,  pursuant to which among other  matters,  such employees will receive
one year's  compensation and continuation for up to one year of medical and life
insurance  benefits if their employment is terminated by the company (other than
for  cause)  within 12 months  following  a change in  control.  Arrow  also has
agreements  with  approximately  20 divisional and group vice presidents who are
not executive officers,  which provide such vice presidents with two times their
annualized includible compensation (as defined in the Code) and continuation for
up to three  years  of  medical,  life,  and  other  welfare  benefits  if their
employment  is  terminated  by the  company  (other  than for  cause),  if their
responsibilities or base salaries are materially diminished, or if certain other
adverse  changes occur within 24 months  following a change in control.  Similar
agreements  provide the  executive  officers  with three times their  annualized
includible compensation and continuation for up to three years of their benefits
if their  employment is terminated by the company (other than for cause approved
by three-fourths of the directors then serving),  if their  responsibilities  or
base salaries are  materially  diminished,  or if certain other adverse  changes
occur  within 24 months  following  a change in  control.  The  amounts  payable
pursuant to such  agreements  to the  executive  officers  (other  than  Messrs.
Waddell, Kaufman, and Klatell) and to the other vice presidents will be reduced,
if necessary, to avoid excise tax under Section 4999 of the Code.               

Unfunded Pension Plan                                                           

                  Arrow  maintains  the  Unfunded   Pension  Plan  for  Selected
Executives of Arrow  Electronics,  Inc. (the  "SERP").  Under the SERP,  Arrow's
Board of Directors determines those employees who are eligible                  

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to  participate  in the SERP and the amount of their maximum annual pension upon
retirement  on or after  attaining  age 60.  Of the  named  executive  officers,
Messrs.  Kaufman,   Klatell  and  Menefee  have  been  designated  by  Arrow  as
participants in the SERP, with maximum annual pensions of $300,000, $150,000 and
$175,000,  respectively. If a designated participant retires between the ages of
55 and 60,  the amount of the  annual  pension  is reduced  based upon a formula
contained in the SERP. In addition, if there is a change of control of Arrow and
the employment of a designated  participant who is at least age 50 with 15 years
of service is involuntarily  terminated  other than for cause or disability,  or
such  participant  terminates  employment for good reason,  the participant will
receive the maximum annual pension.                                             

Certain Transactions                                                            

                  Prior to its  acquisition by Arrow,  Anthem extended a loan to
John J. Powers,  III,  currently an executive officer of Arrow, in the amount of
$175,837 to assist Mr. Powers in exercising  outstanding  options under Anthem's
stock option plans. The loan, bearing interest at the prime rate, was secured by
a pledge of shares of common  stock,  and was due and payable on April 12, 1997.
The loan was repaid as of December 31, 1995.                                    

PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                  Of the 80,000,000 currently authorized shares of common stock,
as of  December  31,  1995,  50,625,529  shares  of common  stock of Arrow  were
outstanding,  and 2,146,603  shares of common stock were required to be reserved
for issuance  relating to outstanding  options and options and restricted  stock
awards  available  for grant.  The  proposed  amendment  to the  Certificate  of
Incorporation  would  increase the number of  authorized  shares of common stock
from  80,000,000 to  120,000,000.  The Board of Directors of Arrow believes that
additional  shares of common stock should be available for issuance by the Board
of Directors.  The reason for the proposed  increase in the number of authorized
shares of common stock is to make such  additional  shares  available for future
issuance as share dividends and stock splits,  as restricted stock awards,  upon
exercise of stock options,  for cash, for  acquisitions  of property or stock of
other corporations, and for other purposes, as occasion may arise.              

                  While  Arrow   frequently  has  various   acquisitions   under
consideration,  Arrow has not entered into any agreements regarding the issuance
of a significant number of additional shares and does not have any other present
intention  to  issue  any  of  the  additional  shares  of  common  stock  to be
authorized. The Board of Directors believes it is desirable that Arrow have such
additional  shares  available  for  situations  in which their  issuance  may be
suitable  without  the delay  which  would  result  from  holding  a meeting  of
shareholders to authorize the issuance of additional shares.                    

                  If the proposed amendment is adopted, the additional shares of
common stock may be issued by the Board of Directors  of Arrow  without  further
action by the  shareholders,  except as may be  required  by law or  pursuant to
Arrow's listing agreement with the NYSE.                                        

                  The issuance of  additional  shares of common stock  otherwise
than  on a  pro-rata  basis  to all  holders  of such  stock  would  reduce  the
proportionate interest of such stockholders.                                    

                  The  affirmative  vote of the  holders  of a  majority  of the
outstanding  shares of the common stock of Arrow is sufficient  for the adoption
of the proposal to approve the  amendment to the  Certificate  of  Incorporation
increasing the number of authorized  shares of common stock.  Consequently,  any
shares not voted  (whether  by  abstention  or broker  non-votes)  have the same
effect  as  votes  against  the  proposed   amendment  to  the   Certificate  of
Incorporation.                                                                  

                  The Board of Directors  recommends that the shareholders  vote
FOR this proposal.                                                              

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APPROVAL OF APPOINTMENT OF AUDITORS 

                  The  shareholders  will be asked to ratify the  appointment of
Ernst & Young LLP as Arrow's  independent  auditors for 1996. Arrow expects that
representatives  of Ernst & Young LLP will be  present at the  meeting  with the
opportunity  to  make  a  statement  if  they  desire  to do so  and  that  such
representatives will be available to answer appropriate  inquiries raised at the
meeting.                                                                        

                  The Board of Directors  recommends that the shareholders  vote
FOR the ratification of such appointment.                                       

SUBMISSION OF SHAREHOLDER PROPOSALS 

                  Arrow anticipates that the next Annual Meeting of Shareholders
will be held on or about May 15, 1997.  In order to be eligible for inclusion in
Arrow's proxy  statement and proxy for such meeting,  proposals of  shareholders
must be received by Arrow on or before December 2, 1996.                        

OTHER MATTERS 

                  Management  does not  expect any  matters  to come  before the
meeting other than those referred to in this Proxy  Statement.  However,  if any
other  matters  should  properly  come before the meeting,  it is intended  that
proxies in the  accompanying  form will be voted thereon in accordance  with the
judgment of the person or persons voting such proxies.                          

                       By Order of the Board of Directors,

                         Robert E. Klatell
                     Secretary

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                                                                       ANNEX A

PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION

                  The Certificate of  Incorporation is proposed to be amended to
increase the authorized  number of common stock by deleting the first  paragraph
of Article THIRD thereof in its entirety and by  substituting in lieu therefor a
new first paragraph of Article THIRD, to read in its entirety as follows:       

              "THIRD:               The total number of shares of all classes of
         stock  which  the  Corporation  shall  have  authority  to issue is One
 Hundred Twenty-Two Million (122,000,000) shares, consisting of:

                           (a)    Two Million  (2,000,000)  shares of  Preferred
                  Stock having a par value of $1 per share (hereinafter referred
to as "Preferred Stock"); and               

                           (b)    One  Hundred  Twenty   Million   (120,000,000)
                  shares  of  Common  Stock  having a par  value of $1 per share
 (hereinafter referred to as "Common Stock")."

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	12/31/01	9	14	10-K405
	6/30/98	14		10-Q
	12/31/97	14		10-K405
	5/15/97	16
	4/12/97	15
	12/31/96	2	14	10-K405, 8-K
	12/2/96	16
	5/14/96	1	3	DEF 14A
	4/3/96	1	3
	3/29/96	2	7
Filed on:	3/21/96
	2/12/96	4
	2/1/96	4
	1/26/96	4
For Period End:	12/31/95	8	15	10-K405
	12/30/95	9
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Filing Submission 0000896058-96-000025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Arrow Electronics Inc – ‘PRE 14A’ for 12/31/95

As of: Thursday, 3/21/96 · For: 12/31/95 · Accession #: 896058-96-25 · File #: 1-04482

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

PRE 14A — Proxy StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

PRE 14A — Proxy Statement
Document Table of Contents