Ingram Micro 2002 Annual Report Download - page 8

• By Mail. You may do this by signing your proxy card, or for shares held in street name, the voting instructions card included by
your broker, bank or other nominee and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific
voting instructions, your shares will be voted as you instruct. If you sign, but do not provide instructions, your shares will be voted
as described below in “How are votes counted?” The deadline for voting by mail is receipt of your proxy card by 5:00 p.m.
(Eastern Daylight Time) on May 29, 2002.
401(k) shares. If you participate in our 401(k) Investment Savings Plan, you may vote an amount of shares of Class A common stock
equivalent to the interest in Class A common stock credited to your account as of the record date. You may vote by instructing Putnam
Trust Company, the trustee of the plan, pursuant to the instruction card being mailed with this proxy statement to plan participants. The
trustee will vote your shares in accordance with your duly executed instructions if they are received by May 27, 2002.
Can I change my vote?
You may change your proxy instructions at any time prior to the vote at the annual 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 will not cause your
previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this
by submitting new voting instructions to your broker, bank or other nominee. For shares held through our 401(k) plan, you may revoke
previously given voting instructions by May 27, 2002 by filing with the trustee of the plan either a written notice of revocation or a
properly completed and signed voting instruction card bearing a later date.
Will my shares be voted if I don’t sign a proxy?
If you hold your shares directly in your own name, they will not be voted unless you provide a signed proxy via mail or via the
Internet or you vote by telephone. Under certain circumstances, shares which you own that are held by a broker may be voted even if you
do not provide voting instructions to the broker. Brokerage firms have the authority under the New York Stock Exchange’s rules to vote
customers’ unvoted shares on certain “routine” matters. The election of directors is considered to be a “routine” matter and, therefore,
your broker has the authority to vote your unvoted shares for or against the directors nominated.
The proposal to approve the Ingram Micro Inc. Executive Incentive Plan is not considered to be a “routine” matter and, therefore,
your shares will not be voted on this matter if your proxy is not signed and returned or not provided via the Internet or telephone.
How are votes counted?
In the election of directors, you may vote “FOR” both of the nominees or your vote may be “WITHHELD” with respect to either or
both of the nominees. For the other proposal, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you “ABSTAIN,” it has the same
effect as a vote “AGAINST.”
Our Board of Directors is asking for your proxy. Giving your proxy to the persons named by us means you authorize them to vote
your shares at the meeting in the manner you direct. If you sign and return the enclosed proxy card, but do not specify how your shares
are to be voted, your shares will be voted as follows:
(1) “FOR” the election of each of the two nominated directors (who will serve three year terms);
(2) “FOR” the proposal to approve the Ingram Micro Inc. Executive Incentive Plan; and
(3) in the discretion of the proxy holders on any other matters that may properly come before the meeting;
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