1 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Pursuant to Rule 14a-11(c) or Rule 14a-12 INGRAM MICRO INC. (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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party: (4) Date Filed:
2 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PROXY INGRAM MICRO INC. The undersigned, a shareowner of Ingram Micro Inc. INGRAM MICRO INC. (the "Company"), hereby appoints James E. Anderson, Jr. and Michael J. Grainger, and each of them individually, as Proxies to represent and vote all of the Company's ANNUAL Class A Common Stock and Class B Common Stock held of MEETING OF record by the undersigned, each with full power of SHAREOWNERS substitution, at the Annual Meeting of the Shareowners of the Company, to be held at the Company's MAY 19, 1999 distribution center, 3820 Micro Drive (off Route 51), Millington, Tennessee 38053, on Wednesday, May 19, 1999 at 10:00 a.m., local time, and at any adjournment [INGRAM MICRO or postponement thereof. LOGO] THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE VOTED FOR PROPOSAL 1. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD OR ATTEND THE MEETING AND VOTE IN PERSON. SEE REVERSE SIDE - -------------------------------------------------------------------------------- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE-PAID ENVELOPE PROVIDED.
3 [X] Please mark your 0343 votes as in this example. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE VOTED FOR PROPOSAL 1. - ------------------------------------------------------------------------------------------------------------------------------------ THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1. - ------------------------------------------------------------------------------------------------------------------------------------ 1. Election of FOR WITHHELD NOMINEES: Directors. 1 Don H. Davis, Jr. 2. In their discretion, the Proxies are authorized to vote [ ] [ ] 2 John R. Ingram upon such other business as may properly come before 3 Martha R. Ingram the meeting or any adjournment or postponement thereof. 4 Philip M. Pfeffer For, except vote withheld from the 5 J. Phillip Samper following nominee(s): 6 Jerre L. Stead 7 Joe B. Wyatt - ------------------------------------------------------------------------------------------------------------------------------------ Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. ____________________________________________________________ ____________________________________________________________ SIGNATURE(S) DATE - ------------------------------------------------------------------------------------------------------------------------------------ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL [INGRAM MICRO LOGO] Dear Shareowner: INGRAM MICRO INC. encourages you to take advantage of new and convenient ways by which you can vote your shares. You can vote your shares electronically through the Internet or by telephone. This eliminates the need to return your proxy card. To vote your shares electronically, you must use the control number printed in the box above, just below the perforation. The series of numbers that appear in the box above must be used to access the system. 1. TO VOTE OVER THE INTERNET: *Log on to the Internet and go to the web site http://www.vote-by-net.com. 2. TO VOTE BY TELEPHONE: *On a touch-tone telephone, call (1-800-652-8683) 24 hours a day, 7 days a week. Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card. IF YOU CHOOSE TO VOTE YOUR SHARES ELECTRONICALLY, THERE IS NO NEED TO MAIL BACK YOUR PROXY CARD. YOUR VOTE IS IMPORTANT, THANK YOU FOR VOTING.