Ingram Micro (INGM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, with voting open to shareholders of record as of March 19, 2026.

• Key proposals include electing four directors, an advisory vote on executive compensation, and ratification of the external auditor.

• Platinum Equity retains 85.7% voting power, making the company a "controlled company" under NYSE rules and exempt from certain governance requirements.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors to three-year terms, a non-binding advisory vote on executive compensation, and ratification of PwC as auditor.

• The board recommends voting "FOR" all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of 13 members divided into three classes with staggered terms; four Class II directors are up for election.

• A majority of directors are affiliated with Platinum Equity; only four are considered independent.

• The board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• The roles of Chairperson and CEO are separated.

• Directors are subject to stock ownership guidelines and limits on outside board service.