Ingram Micro 2007 Annual Report Download - page 6

Vote Necessary to Approve Proposals
Directors are elected by a plurality, and the four nominees who receive the most votes will be elected.
Abstentions and broker non-votes will not be taken into account in determining the outcome of the election.
Approval of the amendment and restatement of our 2003 Equity Incentive Plan, approval of the amendment
and restatement of our Executive Incentive Plan and ratification of the selection of our independent registered
public accounting firm each require the affirmative vote of the majority of the shares of common stock present or
represented by proxy with respect to such proposal. Shares not present at the meeting and shares voting “abstain”
have no effect on the election of directors. For the proposals approving the amendment and restatement of our 2003
Equity Incentive Plan, approving the amended and restatement of the Executive Incentive Plan and ratifying the
selection of our independent registered public accounting firm, abstentions are treated as shares present or
represented and voting, so abstaining has the same effect as a negative vote.
Under current New York Stock Exchange rules, if your broker holds your shares in its name, your broker is
permitted to vote your shares on Proposals 1 and 4 even if it does not receive voting instructions from you. Please
note that banks and brokers that have not received voting instructions from their clients cannot vote on their clients’
behalf on the proposal to approve the amendment and restatement to the 2003 Equity Incentive Plan and the
Executive Incentive Plan. Broker non-votes on a proposal (shares held by brokers that do not have discretionary
authority to vote on the matter and have not received voting instructions from their clients) are not counted or
deemed present or represented for determining whether shareholders have approved these proposals.
Revoking Your Proxy
You may revoke your proxy by: (1) sending in another signed proxy card with a later date; (2) providing
subsequent Internet or telephone voting instructions; (3) notifying our Secretary in writing before the meeting that
you have revoked your proxy; or (4) voting in person at the meeting.
Proxy Solicitation Costs
The Company will bear the costs of soliciting proxies.
PROPOSAL 1
ELECTION OF DIRECTORS
Recommendation of the Board of Directors
The Board of Directors recommends that you vote “FOR” the election of each of the nominees for election
as directors described below, which is designated as proposal No. 1 on the enclosed proxy card.
Our Board of Directors oversees the management of the Company on your behalf. Our Certificate of
Incorporation and Bylaws currently provide for a classified Board of Directors. Each person elected as a Class I
director at the annual meeting will serve a three-year term expiring at the 2011 annual meeting of shareholders. Our
Governance Committee has recommended to the Board of Directors, and the Board of Directors has nominated for
re-election the four persons currently serving as directors, whose terms are expiring at this annual meeting of
shareholders. We did not receive any nominations from any shareholders.
Business background information on each of our director nominees is given below.
Nominees for election as Class I Directors (terms expiring at the 2011 annual meeting)
Howard I. Atkins Director since April 2004
Mr. Atkins, age 57, is Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company
in San Francisco, California. Prior to joining Wells Fargo in 2001, Mr. Atkins was Executive Vice President
and Chief Financial Officer of New York Life Insurance Company in New York, New York from 1996 to 2001.
Mr. Atkins also served as Executive Vice President and Chief Financial Officer of New Jersey-based Midlantic
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