Ingram Micro 2002 Annual Report Download - page 4

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TABLE OF CONTENTS
Page
About the Meeting 1
What is the purpose of the annual meeting? 1
What are the Board’s recommendations? 1
What shares can I vote? 1
What is the difference between holding shares as a shareowner of record
and as a beneficial owner?
2
What are the voting rights of Class A shareowners? 2
How can I vote my shares? 2
Can I change my vote? 3
Will my shares be voted if I don’t sign a proxy? 3
How are votes counted? 3
What constitutes a quorum? 4
What vote is required to approve each item? 4
What does it mean if I receive more than one proxy or voting instruction card? 4
Where can I find the voting results of the meeting? 4
Proposal One — Election of Directors 5
Recommendation of the Board of Directors 5
Nominees for Election as Class I Directors (terms expiring in 2005) 5
Directors continuing in office with terms expiring at the 2003 annual meeting 5
Directors continuing in office with terms expiring at the 2004 annual meeting 6
What are the requirements for Board membership? 7
What are the other rights of the Ingram Family Stockholders under the board representation agreement? 7
How are directors compensated? 7
How often did the Board meet during fiscal 2001? 9
What committees has the Board established? 9
Stock Ownership 11
Section 16(a) Beneficial Ownership Reporting Compliance 13
Certain Relationships and Related Transactions 13
Report of the Audit Committee 16
Executive Compensation 18
Report of the Human Resources Committee 18
Compensation Committee Interlocks and Insider Participation 20
Executive Compensation Summary Table 20
Stock Option/SAR Grants in Last Fiscal Year 22
Aggregate Stock Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values 23
Employment Agreements 23
Comparison of Five-Year Cumulative Total Returns 26
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