Ingram Micro 2002 Annual Report Download

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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Ingram Micro Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was
p
aid
p
reviousl
y
. Identif
y
the
p
revious filin
g
b
y
re
g
istration statement number, or the form or schedule and the date of its filin
g
.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:

Table of contents

  • Page 1
    ... or Rule 14a-12 Ingram Micro Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and...

  • Page 2
    ... your stock ownership as of the record date. In order to vote your shares at the meeting, you must obtain from the record holder a proxy issued in your name. By order of the Board of Directors, James E. Anderson, Jr. Senior Vice President, Secretary and General Counsel April 22, 2002 Santa Ana...

  • Page 3
    ... DIRECTORS STOCK OWNERSHIP CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS REPORT OF THE AUDIT COMMITTEE EXECUTIVE COMPENSATION Comparison of Five-Year Cumulative Total Returns PROPOSAL TWO APPROVAL OF THE INGRAM MICRO INC. EXECUTIVE INCENTIVE PLAN OTHER MATTERS INDEPENDENT ACCOUNTANTS ANNUAL REPORT...

  • Page 4
    ... and Related Transactions Report of the Audit Committee Executive Compensation Report of the Human Resources Committee Compensation Committee Interlocks and Insider Participation Executive Compensation Summary Table Stock Option/SAR Grants in Last Fiscal Year Aggregate Stock Option/SAR Exercises in...

  • Page 5
    TABLE OF CONTENTS Page Proposal Two - Approval of the Ingram Micro Inc. Executive Incentive Plan Other Matters Independent Accountants Annual Report Shareowner Proposals Exhibit A Ingram Micro Inc. Executive Incentive Plan 27 29 29 29 29 A-1

  • Page 6
    ... addition, our management intends to report on our performance during fiscal year 2001 and respond to questions from shareowners. What are the Board's recommendations? Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance...

  • Page 7
    ... right to grant your voting proxy directly to us or to vote in person at the meeting. We have enclosed a proxy card for you to use. Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered a beneficial owner of shares held in street name, and...

  • Page 8
    ... meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the annual meeting and voting in person (even if you voted by Internet or by telephone). Attendance at the meeting...

  • Page 9
    ... your shares in "street name" indicates to us on a proxy that you have not voted and it lacks discretionary authority to vote your shares, we will not consider your shares as present or entitled to vote for any purpose. You may receive more than one proxy or voting card depending on how you hold...

  • Page 10
    ... and New York Life Insurance Company. Martha R. Ingram Director since May 1996 Mrs. Ingram, age 66, is the Chairman of the Board of Ingram Industries Inc. and served as Chief Executive Officer of Ingram Industries from May 1996 to June 1999. Ingram Industries is a Nashville, Tennessee company with...

  • Page 11
    ... and Chief Executive Officer of Siemens Corporation, the holding company for U.S. businesses of Siemens AG (Munich, Germany), a world leader in electrical engineering and electronics in the information and communications, automation and control, power, transportation, medical and lighting fields...

  • Page 12
    ... by the Chief Executive Officer of Ingram Micro, and (3) four or five individuals who are not members of the Ingram family or executive officers or employees of Ingram Micro. Directors designated by the Ingram Family Stockholders may, but are not required to, include Mrs. Ingram, any of her legal...

  • Page 13
    ... by the closing price of our stock on the New York Stock Exchange on the day of grant rounded up to the next whole share. Restrictions on disposition of the shares will lapse the following February. Michael Smith and Dale Laurance were first elected to serve as members of our Board of Directors on...

  • Page 14
    ... designated by the Ingram Family Stockholders and two independent directors. The purpose of the Human Resources Committee is to review and report to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets provide maximum return to all partners...

  • Page 15
    ..., review our draft annual financial statements and other key accounting and/or reporting matters, and the activities and recommendations of our internal audit department. In addition, the Audit Committee is required to prepare a report to shareowners for inclusion in Ingram Micro's annual proxy...

  • Page 16
    ... of this proxy statement, our directors and executive officers as a group, and beneficial owners of more than 5% of our common stock. As of February 1, 2002, the Ingram Family Stockholders, David Ingram, Robin Ingram Patton and related legal entities held 70,898,863 shares of Class A common stock in...

  • Page 17
    ...of the indicated parties is c/o Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, Tennessee 37205. The address for David B. Ingram is c/o Ingram Entertainment Inc., Two Ingram Boulevard, La Vergne, Tennessee 37089. Includes vested options to purchase 73,007 shares of Class...

  • Page 18
    ... to direct the voting of 263,000 shares held by, such institutional accounts. In addition, members of the Johnson family, including Mr. Johnson and Ms. Johnson, are deemed to form a controlling group with respect to FMR under the Investment Company Act of 1940. The address of FMR, the filing person...

  • Page 19
    ... filed a registration statement on Form S-3 covering 10,949,298 shares of Class A common stock that was declared effective on November 20, 1997. It relates to our offer and sale of up to 2,485,944 shares of Class A common stock upon the exercise of options under the Ingram Micro Rollover Option Plan...

  • Page 20
    ...that Asger Falstrup, an executive officer, relocate from Canada to the United States as President of Ingram Micro Latin America, we extended a bridge loan of $175,000 to Mr. Falstrup to assist him and his family's transfer to and purchase of a home in Miami, Florida, at an interest rate of 3.52% per...

  • Page 21
    ... among our company's independent external auditors, management, internal audit department and Board of Directors. We meet with management periodically to consider the adequacy of our company's internal controls and the objectivity of its financial reporting. We discuss these matters with...

  • Page 22
    ... of the New York Stock Exchange listing standards. Although our activities described in the forepart of this report are extensive, we are not employees of the company and, as such, it is not the duty or the responsibility of the Committee or its members to conduct auditing or accounting reviews or...

  • Page 23
    ... our global executive management team for fiscal 2001. In doing so, the value of each of our pay elements was compared to information available from Hewitt's databases for a selected group of companies from the high tech/electronics, wholesale/distribution, catalog/freight industries that we believe...

  • Page 24
    ... for review and approval the number of options to be granted based on an executive officer's salary grade level. Our Chief Executive Officer may also make recommendations that deviate from our guidelines where he deems it appropriate. In 2001, stock option grants were made to our management team on...

  • Page 25
    option grant guidelines for the management team on July 2, 2001. These options were granted at an exercise price of $14.39 and vest in three equal installments beginning July 2, 2002. Members of the Human Resources Committee of the Board of Directors of Ingram Micro Inc. Orrin H. Ingram II (Chairman...

  • Page 26
    ... in his current position of Executive Vice President and Chief Strategy and Information Officer since September 16, 2000. Mr. Murai served as our Senior Vice President and President, Ingram Micro Canada during fiscal years 1999 and 2000, until his promotion to Executive Vice President and President...

  • Page 27
    ... information relating to stock options granted to the named executive officers for the year ended December 29, 2001. Individual Grants % of Total Options/SARs Granted to Employees of the Company in Fiscal Year Name Number of Securities Underlying Options/SARs Granted Exercise or Base Price...

  • Page 28
    ...service as our Chief Executive Officer. The initial term of this agreement runs through the end of 2002, but is automatically extended for successive additional periods of one year unless either Ingram Micro or Mr. Foster opts out at least 60 days prior to the scheduled extension time. The agreement...

  • Page 29
    ... base salary plus target annual bonus for the prior year as a result of his continued employment with us on January 1, 2002. Each executive will receive an additional retention payment of 0.5 times his base salary plus his target annual bonus for the prior year if he remains our employee on January...

  • Page 30
    ...receive any payment if his employment with us is (1) terminated by the executive's resignation for any reason other than his disability prior to March 6, 2006, or (2) terminated by us for cause or for refusal to accept a transfer of his principal office location to our then corporate headquarters or...

  • Page 31
    ... and $16.21 on April 3, 2002, the record date of the annual meeting. The historical price performance of our Class A common stock is not an indication of its future performance. 12/28/96 01/03/98 01/02/99 01/01/00 12/30/00 12/29/01 Ingram Micro Inc SIC Code Index NYSE Composite Index $100.00...

  • Page 32
    ... method pursuant to which we may establish or otherwise make available bonus or incentive payments to our executive officers and other key employees. Who administers the Plan? The Human Resources Committee of our Board of Directors (the "Committee") will have the sole discretion to administer and...

  • Page 33
    ... represented at the Meeting is necessary for approval of the Plan. Therefore, abstentions and broker non-votes effectively count as votes against the proposal. We believe that members of the Ingram family and other parties to the board representation agreement intend to vote "FOR" this proposal. 28

  • Page 34
    ... without charge upon written request to Ingram Micro Inc., 1600 East St. Andrew Place, Santa Ana, California 92705, Attention: Corporate Communications and Investor Relations Department. Our Annual Report on Form 10-K can also be reviewed by accessing the SEC's Internet site at http://www.sec.gov or...

  • Page 35
    ... for the success and growth of the Company and to assist the Company in attracting, motivating and retaining executive officers on a competitive basis. 2. Administration of the Plan. The Plan shall be administered by the Human Resources Committee of the Board of Directors (the "Committee...

  • Page 36
    ... otherwise make available bonus or incentive payments to its executive officers and other key employees. 6. Effective Date, Amendments and Termination. The Plan shall become effective on February 12, 2002 subject to approval by the shareowners of the Company at its 2002 Annual Meeting of Shareowners...