Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 4, 2014

Ingram Micro Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware	1-12203	62-1644402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1600 E. St. Andrew Place, Santa Ana, CA 92705 (Address of Principal Executive Offices and Zip Code)

(714) 566-1000
(Registrant’s Telephone Number, including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors.

On June 4, 2014, after the Annual Meeting of Shareholders (the “2014 Annual Meeting”) of Ingram Micro Inc. (the “Company”), the Company’s Board of Directors (the “Board”) elected David Barnes and Carol Mills as directors to fill two vacant directorships on the Board, effective immediately, for a term expiring at the 2015 Annual Meeting of Shareholders. David Barnes will serve on the Audit and Information Technology Committees of the Board. Carol Mills will serve on the Human Resources and Information Technology Committees of the Board.

For their service as non-executive directors, David Barnes and Carol Mills will receive compensation pursuant to the Company’s Compensation Policy for Members of the Board of Directors.


Item 5.07	Submission of Matters to a Vote of Security Holders.

At the 2014 Annual Meeting, the shareholders of the Company approved the following proposals, in each case consistent with the recommendation of the Board. For more information on the following proposals considered at the 2014 Annual Meeting, see the Company’s proxy statement filed with the Securities and Exchange Commission on April 21, 2014, the relevant portions of which are incorporated herein by reference.


1.	The Company’s shareholders elected each of the nine nominees to the Board of Directors for a one-year term by a majority of the votes cast:



Director Nominee	For	Against	Abstain	Broker Non-Votes
Howard I. Atkins	120,482,559	14,650,863	2,071,348	6,997,283
Leslie Stone Heisz	134,387,023	719,424	2,098,323	6,997,283
John R. Ingram	119,667,183	15,465,191	2,072,396	6,997,283
Dale R. Laurance	133,961,352	1,124,496	2,118,922	6,997,283
Linda Fayne Levinson	103,589,806	31,496,673	2,118,291	6,997,283
Scott A. McGregor	134,223,181	890,513	2,091,076	6,997,283
Alain Monié	134,074,555	1,060,018	2,070,197	6,997,283
Wade Oosterman	134,333,812	797,702	2,073,256	6,997,283
Joe B. Wyatt	133,613,090	1,515,806	2,075,874	6,997,283


2.	The Company’s shareholders voted for advisory approval of the compensation of the Company’s named executive officers.



		Number of Votes
For		116,094,256
Against		19,788,772
Abstain		1,321,742
Broker Non-Votes		6,997,283


3.	The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year:



		Number of Votes
For		143,620,165
Against		450,392
Abstain		131,496
Broker Non-Votes		N/A


Item 9.01	Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed herewith.



Exhibit Number	Description
99.1	Press Release, dated June 5, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		INGRAM MICRO INC.
Date:	June 5, 2014	By:	/s/ Larry C. Boyd
			Name:	Larry C. Boyd
			Title:	Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX



Exhibit Number	Description
99.1	Press Release, dated June 5, 2014

For More Information Contact:

Investors:

Damon Wright

(714) 382-5013

damon.wright@ingrammicro.com

UPS CIO DAVID BARNES AND XACTLY CORPORATION EXECUTIVE

CHAIRMAN CAROL MILLS JOIN INGRAM MICRO BOARD OF DIRECTORS

SANTA ANA, Calif., June 5, 2014 — Ingram Micro Inc. (NYSE: IM), the world’s largest wholesale technology distributor and a global leader in supply-chain and mobile device lifecycle services, today announced that its board of directors elected David Barnes, chief information officer and senior vice president for United Parcel Service, Inc. (UPS) and Carol Mills, executive chairman and development consultant for Xactly Corporation, to each serve as independent directors. Additionally, Barnes has been appointed to serve on the information technology and audit committees and Mills has been appointed to serve on the human resource and information technology committees. The board elections and committee appointments are all effective June 4, 2014. The election of Barnes and Mills increases the Ingram Micro board of directors from 9 to 11.

“We welcome Dave and Carol to the board," said Dale R. Laurance, chairman of the board, Ingram Micro Inc. “Each brings to the board valuable hands-on experience in different areas of technology and services that is directly applicable to Ingram Micro’s business and strategic direction. We appreciate Dave and Carol’s willingness to serve as directors and look forward to benefitting from their judgment and counsel.”

Barnes, 58, currently serves as chief information and global business services officer for UPS, a role he has held since 2005. He is responsible for all aspects of UPS technology used to serve more than 220 countries and territories around the world. Under his leadership, UPS has invested more than $1 billion each year in technology. Barnes also chairs the UPS Information Technology Governance Committee, which is responsible for the direction of UPS technology investments, ensuring they stay aligned with the company's business vision and strategy. Prior to being named CIO, Barnes was UPS's vice president, application portfolios, where he oversaw global technology solution development for customer technology, sales and marketing, package delivery operations, and multi-modal transportation.. Barnes joined UPS in 1977, progressing quickly through increasingly important roles in industrial engineering, finance and information systems. Barnes graduated from the University of Missouri, St. Louis, with a bachelor’s degree in business administration.

2-2-2 Ingram Micro Elects Two New Board Members

Mills, 60, brings more than 30 years of experience in the enterprise software and technology sector to the Ingram Micro board. She current serves as executive chairman and development consultant for Xactly Corporation, a cloud-based incentive compensation and performance management solutions company. Mills is also a member of the board of directors for publically-traded Alaska Communications, a leading provider of advanced broadband solutions for businesses and consumers in Alaska, and for privately-held WhiteHat Security, a cloud-based web application security company. Previously, Mills served on the boards of Adobe Systems, Blue Coat Systems and Tekelec Corporation. Prior to these roles she served in senior executive leadership roles at Juniper Networks, Acta Technology and Hewlett-Packard. She holds a master’s in business administration from Harvard University and Bachelor of Arts degree in economics from Smith College.

About Ingram Micro Inc.
Ingram Micro is the world's largest wholesale technology distributor and a global leader in IT supply-chain and mobile device lifecycle services. As a vital link in the technology value chain, Ingram Microcreates sales and profitability opportunities for vendors and resellers through unique marketing programs, outsourced logistics and mobile solutions, technical support, financial services and product aggregation and distribution. The company is the only global broad-based IT distributor, serving approximately 170 countries on six continents with the world's most comprehensive portfolio of IT products and services. Visit IngramMicro.com.

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