Ingram Micro Holding Corp
For the period ended Jun 4, 2025. Filed Apr 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2025 · Filed Apr 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under §240.14a-12
INGRAM MICRO HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Letter from the Chairperson
April 17, 2025
Dear Stockholder:
On behalf of the Board of Directors, I am pleased to invite you to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Ingram Micro Holding Corporation. The meeting will be held virtually on Wednesday, June 4, 2025, at 11:30 am (Pacific), at www.virtualshareholdermeeting.com/INGM2025.
On or about April 17, 2025, we sent a Notice of Internet Availability of Proxy Materials (“Notice”) to stockholders. The Notice for the Annual Meeting contains details on how to access and review the materials, retrieve your proxy card, and submit your vote online. To request a printed copy of the proxy materials, please follow the instructions outlined in the Notice.
We encourage you to vote regardless of whether you plan to attend the Annual Meeting. You may cast your vote at the meeting, online using the instructions provided in the Notice or proxy card, by telephone, or by mailing your completed proxy card in the postage-prepaid return envelope if you received paper materials.
We are grateful for your ongoing commitment to Ingram Micro.
Sincerely,
Alain Monié
Chairperson of the Board of Directors
Notice** of 2025 Annual Meeting of Stockholders**
April 17, 2025
Irvine, CA
To our Stockholders:
Ingram Micro Holding Corporation (“Ingram Micro” or the “Company”) is holding its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually on Wednesday, June 4, 2025, at 11:30 am (Pacific), at www.virtualshareholdermeeting.com/INGM2025.
At the Annual Meeting, you will be asked to:
| 1. | Elect four directors to a three-year term (see page 2, “Proposal 1”); |
| 2. | Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (see page 18, “Proposal 2”); |
| 3. | Approve, on a non-binding advisory basis, the frequency of holding future advisory votes on the compensation of named executive officers (see page 19, “Proposal 3”); and |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 27, 2025 (see page 49, “Proposal 4”, together with Proposal 1, Proposal 2, and Proposal 3, each a “Proposal” and collectively, the “Proposals”). |
Our Board of Directors unanimously recommends that you vote “FOR” the nominees under Proposal 1, “FOR” Proposals 2 and 4, and “ONE YEAR” for Proposal 3.
Stockholders of record as of the close of business on April 10, 2025, have the right to receive notice of and vote at the Annual Meeting, including any adjournments or postponements thereof. For ten (10) days prior to the Annual Meeting, a complete list of registered stockholders will be available for examination at our office at 3351 Michelson Drive, Suite 100, Irvine, CA 92612.
Your vote at the Annual Meeting is important. To ensure your participation at the Annual Meeting, we encourage you to submit your proxy as soon as possible by internet, phone, or mail, as described in greater detail on your proxy card or voter instruction form.
The proxy materials, including Ingram Micro’s 2024 Annual Report, are available at https://ir.ingrammicro.com/.
By Order of the Board of Directors,
Augusto Aragone
Executive Vice President, Secretary and General Counsel
Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting To Be Held on June 4, 2025: This Proxy Statement and our 2024 Annual Report are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.