Ingram Micro 2002 Annual Report Download - page 9

except that, in each case, any shares you hold in our 401(k) plan will be voted in proportion to the way the other 401(k) plan participants
vote their shares.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the voting power represented by shares of common
stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of April 3, 2002, the
record date, 149,930,423 of our Class A common stock were outstanding.
If you do not vote, or if a broker, bank or other nominee holding 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 your shares. Shares registered in your name
are covered by one card. If you also hold shares through a broker, bank or other nominee, you may also get material from them asking
how you want to vote. To be sure that all your shares are voted, we encourage you to respond to each request you receive.
Shares represented by proxies marked “WITHHELD” and “ABSTAIN” will be counted as present for purposes of calculating a
quorum.
What vote is required to approve each item?
The two director candidates receiving the most “FOR” votes will be elected to the two seats on the Board to be filled at the meeting
for a term of three years. Abstentions, withholding authority to vote for a candidate, and broker non-votes will only reduce the number of
votes a candidate receives.
Approval of the Ingram Micro Inc. Executive Incentive Plan requires the affirmative vote of a majority of the voting power
represented at the Meeting. For this purpose, an abstention and a broker non-vote with respect to a proposal will have the same effect as
a vote against that proposal.
If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee may not be permitted
to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker, bank or other
nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of
shares necessary for approval.
What does it mean if I receive more than one proxy or voting instruction card?
It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and
voting instruction cards you receive.
Where can I find the voting results of the meeting?
We will announce final voting results at the meeting and publish these final results in our quarterly report on Form 10-Q for the
second quarter of fiscal year 2002, which is required to be filed by August 13, 2002.
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