Ingram Micro 2007 Annual Report Download - page 20

Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of filings with the SEC and/or written representations that no other reports were required,
we believe that all of our directors and executive officers complied during fiscal year 2007 with the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934.
CERTAIN RELATIONSHIPS AND RELATED PERSON 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. We agreed to register at
various times shares of common stock issuable upon the exercise of certain Ingram Industries options and stock
appreciation rights held by current or former employees or directors of Ingram Industries, its former subsidiary
Ingram Entertainment or their subsidiaries, which options and stock appreciation rights were converted into options
to purchase shares of our common stock in 1996. We have completed several registrations with respect to shares of
common stock issuable upon exercise of these rollover stock options. The registration statement that we have agreed
to keep current is described below.
Registration statements being kept current. We filed a registration statement on Form S-3 covering
10,949,298 shares of common stock that was declared effective on November 20, 1997. It relates to our offer
and sale of up to 2,485,944 shares of common stock upon the exercise of options under the Ingram Micro Rollover
Option Plan (which options have all expired pursuant to the terms of such option awards) and up to 250,000 shares
under the Ingram Micro Amended and Restated 1996 Equity Incentive Plan. It also relates to the offer and sale by
our 401(k) plan, the Ingram Thrift Plan, and the Ingram Entertainment Thrift Plan of a total of 8,213,354 shares of
our common stock (resulting from the conversion of shares of Class B common stock held by these plans). We have
agreed to keep the registration statement current.
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed
filed or incorporated by reference into any other Ingram Micro filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference therein.
The Audit Committee of the Board of Directors has furnished the following report.
The charter of the Audit Committee of the Board of Directors of Ingram Micro Inc. (“Ingram Micro”) specifies
that the purpose of the Audit Committee is to discharge its responsibilities as set forth in Ingram Micro’s Amended
and Restated Bylaws and to assist the Board’s oversight of:
• the integrity of Ingram Micro’s financial reporting process and systems of internal controls regarding
finance, accounting, legal and ethical compliance;
• Ingram Micro’s compliance with legal and regulatory requirements; and
• the independence and performance of Ingram Micro’s independent external auditors and internal audit
department.
In addition, the Audit Committee is charged with providing an avenue of open communication among Ingram
Micro’s independent registered public accounting firm, management, internal audit department, and Board of
Directors.
The Audit Committee expects to consider further amendments to its Charter from time to time as rules and
standards are revised and/or finalized by various regulatory agencies, including the SEC and the NYSE, and to
address any changes in Ingram Micro’s operations, organization or environment.
The Audit Committee meets with management periodically to consider the adequacy of Ingram Micro’s
disclosure and internal controls and compliance with applicable laws and company policies, as well as the quality of
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