Current Report Filing (8-k)
May 25 2016 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
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): May 25, 2016
INGRAM MICRO INC.
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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1-12203
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62-1644402
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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3351 Michelson
Drive, Suite 100
Irvine,
CA
92612
(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))
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Item 8.01
Other Events
In connection
with Proposal No. 3 (Approval of Second Amendment to 2011 Incentive Plan) in its proxy statement for its 2016 annual meeting of
shareholders, Ingram Micro Inc. (the “Company”) hereby provides the following supplemental information:
The Company
has decided to further amend the 2011 Incentive Plan to reduce the number of shares of stock available for issuance. Instead of
requesting an additional 12,000,000 shares, the Company is now requesting an additional 10,000,000 shares. As a result, the aggregate
number of shares of common stock that may be issued or delivered pursuant to awards granted under the Plan (from its initial adoption
date) will increase from 37,234,000 shares to a total of 47,234,000 shares instead of 49,234,000 shares, effective only upon
approval by the Company’s shareholders. Specifically, the first sentence of Section 4(a) of the 2011 Incentive Plan will
be amended to read as follows:
“(a)
Number
of Shares
. Subject to adjustment as provided in Section 4(c) and 4(d), a total of 47,234,000 Shares may be issued or
delivered pursuant to Awards under the Plan, less one (1) Share for every one (1) Share issued in respect of an Option or
Stock Appreciation Right granted after the Amendment Effective Date, and 2.29 Shares for every one (1) Share issued in
respect of a Full Value Award granted after the Amendment Effective Date…”
Any vote
previously cast as “For” or “Against” or “Abstain” with respect to Proposal No. 3 (Approval
of Second Amendment to 2011 Incentive Plan) will be counted, respectively, as “For” or “Against” or “Abstain”
with respect to the Second Amendment to the 2011 Incentive Plan as amended. Any shareholder who has already voted and wishes to
change that vote can do so: (i) by sending in another signed proxy card with a later date; (ii) providing subsequent Internet
or telephone voting instructions; (iii) notifying the Company’s Secretary in writing before the meeting that they wish to
revoke their proxy; or (iv) voting in person at the meeting.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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INGRAM MICRO INC.
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By:
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/s/
Larry C. Boyd
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Name:
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Larry C. Boyd
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Title:
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Executive Vice President,
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Secretary and General Counsel
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Date: May 25, 2016
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