Ingram Micro 2007 Annual Report Download - page 68

(4) Mr. Koppen resigned as an officer of the Company as of November 30, 2007 and terminated employment on
March 7, 2008.
(5) Includes 5,591 performance-vested restricted stock units that were cancelled or forfeited in connection with
Mr. Koppen’s termination of employment, which occurred prior to the end of the relevant performance
period(s) with respect to which such performance-vested restricted stock units were granted.
(6) Includes 98,483 performance-vested restricted stock units that were cancelled or forfeited with respect to
executive officers who terminated employment prior to the end of the relevant performance period(s) with
respect to which such performance-vested restricted stock units were granted.
(7) Includes 106,639 performance-vested restricted stock units that were cancelled or forfeited with respect to
employees who terminated employment prior to the end of the relevant performance period(s) with respect to
which such performance-vested restricted stock units were granted.
What is the required vote to approve the proposal?
Approval of the 2008 EIP requires the affirmative vote of a majority of the shares of Class A common stock
present or represented at the annual meeting and entitled to vote.
What if the required vote is not obtained?
If a majority of the shares of Class A common stock present or represented at the annual meeting and entitled to
vote does not vote to approve the 2008 EIP, the 2008 EIP will not take effect and no compensation will be payable
under the 2008 EIP.
PROPOSAL 4
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Recommendation of the Board of Directors
The Board of Directors recommends that you vote “FOR” the ratification of the selection of Pricewa-
terhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the current fiscal year,
which is designated as Proposal No. 4 on the enclosed proxy card.
PwC served as Ingram Micro’s independent registered public accounting firm for the 2007 fiscal year. PwC has
advised Ingram Micro that it has no direct or indirect financial interest in Ingram Micro. Representatives of PwC are
expected to be present at the 2008 annual meeting of shareholders, with the opportunity to make a statement should
they desire to do so, and will be available to respond to appropriate questions from shareholders. We anticipate that
our Audit Committee will retain PwC to continue to serve as Ingram Micro’s independent registered public
accounting firm for 2008. See “Report of the Audit Committee.”
The following fees were charged by PwC for 2006 and 2007 fiscal year services to Ingram Micro:
•Audit Fees. PwC’s fees for auditing Ingram Micro’s annual financial statements and internal controls
pursuant to the Sarbanes-Oxley Act of 2002, review of interim financial statements included in the
Company’s Form 10-Q filings, and for services that are normally provided by PwC in connection with
statutory and regulatory filings or engagements were (1) $6,510,900 for fiscal year 2006, of which
$4,040,642 was billed by PwC in fiscal year 2006 and the balance was billed by PwC in fiscal year
2007, and (2) $7,206,000 for fiscal year 2007, of which $3,801,948 was billed in fiscal year 2007 and the
balance will be billed in fiscal year 2008. The actual amounts that will be paid in fiscal year 2008 may be
different due to the impact of foreign exchange at the time the actual bills are paid.
•Audit-Related Fees. PwC’s fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not reported under “Audit Fees” above
for fiscal year 2007 were $110,615, relating to agreed-upon or attestation procedures that are required to be
delivered by the Company’s independent or statutory auditor pursuant to local law or regulations and/or
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