Ingram Micro (INGM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with four key proposals up for shareholder vote, including director elections, executive compensation, vote frequency on compensation, and auditor ratification.

• Platinum Equity retains approximately 90% voting power, making the company a "controlled company" under NYSE rules and exempt from certain governance requirements.

• The company completed its IPO in October 2024, transitioning from private to public ownership.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors for three-year terms, approve executive compensation (say-on-pay), determine the frequency of future say-on-pay votes, and ratify PwC as the independent auditor for 2025.

• The board recommends voting FOR all director nominees, FOR executive compensation, FOR annual say-on-pay votes, and FOR auditor ratification.

• Shareholders of record as of April 10, 2025, are eligible to vote.

Board of directors and corporate governance

• The board consists of 13 members divided into three classes with staggered three-year terms.

• Four directors (Ashmore, Cook, Heisz, Monié) are nominated for reelection; several directors have significant private equity, finance, and operational experience.

• Only four directors are considered independent under NYSE and SEC rules; the majority are affiliated with Platinum Equity.

• The roles of Chairperson and CEO are separated.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance; only the Audit Committee is fully independent.

• Stockholders can communicate directly with the board and nominate directors following specific procedures.