Ingram Micro 2002 Annual Report Download - page 18

Paris France; Courtage: 26, rue Louis le Grand, 75002 Paris France; AXA: 25, avenue Matignon 75008 Paris France; and AXA
Financial: 1290 Avenue of the Americas, New York, NY 10104.
22) Based on information provided in a Schedule 13G (Amendment) filed on February 14, 2002 by FMR Corp. (“FMR”), Edward C.
Johnson 3d (“Mr. Johnson”) and Abigail P. Johnson (“Ms. Johnson”). Fidelity Management & Research Company (“Fidelity”), a
wholly-owned subsidiary of FMR, is the beneficial owner of 10,533,000 shares of Class A common stock as a result of acting as
investment adviser to various investment companies. Mr. Johnson, FMR (through its control of Fidelity) and various funds each
has sole power to dispose of 10,533,000 shares owned by such funds. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity funds, which power resides with the funds’ boards of trustees.
Fidelity carries out the voting of the shares under written guidelines established by the funds’ boards of trustees. Fidelity
Management Trust Company (“Fidelity Management”), a wholly-owned subsidiary of FMR, is the beneficial owner of 758,900
shares as a result of its servin
g
as investment mana
g
er for various institutional accounts. Mr. Johnson and FMR (throu
g
h its control
of Fidelity Management) each has sole dispositive power over, and the sole power to vote or 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, is 82 Devonshire Street, Boston, Massachusetts 02109.
Section 16(a) Beneficial Ownership Reporting Compliance.
Based upon a review of filings with the Securities and Exchange Commission and written representations that no other reports were
required, we believe that all of our directors and executive officers complied during fiscal 2001 with the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934; however, due to inadvertence, a 10% shareowner, Robin Ingram Patton, filed a
report eleven days after its due date with respect to a disposition pursuant to a Rule 10b5-1 selling plan on January 29, 2001 of 20,900
shares attributable to her.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Agreements entered into in connection with our November 1996 split-off from our former parent, Ingram Industries.
We were split-off from our former parent, Ingram Industries, in November 1996. At that time, we entered into agreements with the
Ingram Family Stockholders covering board representation and registration rights for common stock held by the Ingram Family
Stockholders (including shares of Class A common stock issued upon conversion of Class B common stock). The board representation
agreement is described above under “ —What are the requirements for Board membership?” and “—What are the other rights of the
Ingram Family Stockholders under the board representation agreement? ”
We also agreed to certain exchanges covering outstanding Ingram Industries options and stock appreciation rights (“SARs”) held by
current or former employees or directors of Ingram Industries, its former subsidiary Ingram Entertainment or their subsidiaries. We
converted these options and SARs and exchanged certain Ingram Industries incentive stock units (“ISUs”) for options to purchase shares
of our Class A common stock (“Rollover Stock Options”). We determined the exchange values for these options, SARs, and ISUs
primarily on the value of the underlying common stock, and these underlying values were determined by the Board of Directors of
Ingram Industries in accordance with the respective plans under which they were issued. A total of approximately 10,989,000 Rollover
Stock Options were issued in connection with the split-off. We agreed to register at various times shares of Class A common stock
issuable upon the exercise of Rollover Stock Options. We have completed several registrations with respect to shares of Class A common
stock issuable upon exercise of Rollover Stock Options, and the registration statements that we have agreed to keep current are described
below.
Registration rights agreement.
We entered into a registration rights agreement with the Ingram Family Stockholders, their permitted transferees, other members of
the Ingram family and the other shareowners of Ingram Industries who received shares of Class B common stock in the split-off which
grants demand registration rights following the closing of our initial
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