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):
February 7, 2009
INGRAM MICRO INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State of Incorporation
or organization
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1-12203
(Commission File
Number)
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62-1644402
(I.R.S. Employer
Identification No.) |
1600 E. St. Andrew Place
Santa Ana, CA 92799-5125
(Address, including zip code of Registrant’s principal executive offices)
Registrant’s telephone number, including area code: (714) 566-1000
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers.
On February 7, 2009, the Human Resources Committee of the Board of Directors (the “Committee”)
of Ingram Micro Inc. (“Ingram Micro”) approved and established the performance-based target
long-term equity-based incentive awards, including the related performance objectives, for each of
Ingram Micro’s named executive officers effective in or beginning with Ingram Micro’s 2009 fiscal
year. These target long-term equity-based incentive awards are based upon the achievement of
certain pre-established financial performance goals established by the Committee. No awards will
be earned if threshold performance levels are not met; however, amounts actually earned could be
increased if actual performance exceeds pre-established targeted financial goals. The Committee
also modified the target, expressed as a percentage of base salary, of the performance-based annual
bonus incentive award for Ingram Micro’s Chief Executive Officer.