Ingram Micro 2002 Annual Report Download - page 10

PROPOSAL ONE
ELECTION OF DIRECTORS
Recommendation of the Board of Directors
The Board of Directors recommends that you vote “for” the election of each of the nominees for election as directors described
below, which is designated as Proposal No. 1 on the enclosed proxy card.
Our Board of Directors oversees the management of our company on your behalf. Our Nominating Committee has nominated the two
director candidates named below.
Our Certificate of Incorporation and Bylaws currently provide for a classified Board of Directors. Each person elected as a director at
the meeting will serve for a three-year term expiring at the 2005 annual meeting of shareowners. Our Board of Directors has nominated
for re-election two of the persons currently serving as directors, whose terms are expiring at this annual meeting of shareowners.
Business background information on each of our directors is given below.
Nominees for election as Class I Directors (terms expiring in 2005)
Kent B. Foster Director since March 2000
Mr. Foster, age 58, was elected Chairman of the Board in May 2000 and is also our Chief Executive Officer. Mr. Foster joined us as
Chief Executive Officer and President in March 2000 after a 29-year career at GTE Corporation, a leading telecommunications
company with one of the industry’s broadest arrays of products and services. From 1995 through 1999, Mr. Foster served as
President, GTE Corporation and was a member of GTE’s Board of Directors from 1992 to 1999, serving as Vice Chairman of the
Board from 1993 to 1999. In addition, he currently serves as a member of the Board of Directors of Campbell Soup Company, Inc.,
J.C. Penney Company, Inc., 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 various operating divisions:
Ingram Book Group, a leading wholesaler of trade books, textbooks and specialty magazines; Lightning Source Inc., Ingram Marine
Group, which includes Ingram Barge Company and Ingram Materials Company; and Ingram Insurance Group; a provider of
nonstandard automobile insurance in nine states through the Permanent General Companies. She previously served as our Chairman
of the Board from May 1996 to August 1996 and as Director of Public Affairs of Ingram Industries from 1979 to June 1995.
Mrs. Ingram serves as President of the Board of Trust of Vanderbilt University. In addition, she currently serves as a member of the
Board of Directors of Weyerhaeuser Company, AmSouth BankCorp., and Baxter International Inc.
Directors continuing in office with terms expiring at the 2003 annual meeting
John R. Ingram Director since April 1996
Mr. In
g
ram, a
g
e 40, is Vice Chairman of In
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ram Industries and is also Chairman of In
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ram Distribution Holdin
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s, In
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ram Industries’
operating division of Ingram Book Group related companies. He was Co-President of Ingram Industries from January 1996 to June
1999. Mr. Ingram was also President of Ingram Book Company from January 1995 to October 1996. Mr. Ingram served as our
Acting Chief Executive Officer from May 1996 to August 1996 and held a variety of positions at our company from 1991 through
1994, including Vice President of Purchasing and Vice President of Management Services at Ingram Micro Europe, and Director of
Purchasing.
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