Ingram Micro 2007 Annual Report Download - page 4

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®
1600 East Saint Andrew Place
Santa Ana, California 92705
PROXY STATEMENT
This proxy statement contains information related to the annual meeting of our shareholders to be held on
Wednesday, June 4, 2008, beginning at 10:00 a.m., local time, at our Santa Ana campus, 1600 E. Saint Andrew
Place, Santa Ana, California 92705, and at any postponements or adjournments thereof. The enclosed form of proxy
is solicited by our Board of Directors (the “Board”). The date of this proxy statement is April 23, 2008. It is first
being mailed to our shareholders on April 23, 2008.
References in this proxy statement to “we”, “us”, “our”, “the Company” and “Ingram Micro” refer to Ingram
Micro Inc.
ABOUT THE MEETING
Purpose of the Annual Meeting
The purpose of the Annual Meeting is to elect directors, to approve the amendment and restatement of our
current 2003 Equity Incentive Plan, to approve the amendment and restatement of our current Executive Incentive
Plan, to ratify the selection of our independent registered public accounting firm for the current year, and to conduct
the business described in the Notice of Annual Meeting.
Quorum
A quorum is the minimum number of shares required to hold a meeting. The presence in person or by proxy of
the holders of a majority of the outstanding shares of common stock will constitute a quorum for the transaction of
business at the meeting. Votes cast by proxy or in person at the meeting will be counted by the persons appointed by
the Company to act as election inspectors for the meeting. The election inspectors will treat shares represented by
proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the
presence of a quorum. Abstentions, however, do not constitute a vote “for” or “against” any matter and thus will be
disregarded in the calculation of a plurality or of “votes cast.”
The election inspectors will treat shares referred to as “broker non-votes” (i.e., shares held by brokers or
nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee
has not received specific voting instructions from the beneficial owner) as shares that are present and entitled to vote
for purposes of determining the presence of a quorum.
Who May Vote
Holders of record of our Class A common stock at the close of business on April 8, 2008 (“Record Date”) may
vote at the annual meeting. As of the Record Date, the Company had 168,126,031 issued and outstanding shares of
Class A common stock. Each share of Ingram Micro common stock that you own entitles you to one vote.
How to Vote
You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you plan to
attend the meeting. You can always change your vote at the meeting.