UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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Ingram Micro Inc.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2008

 

To our shareholders:

 

We will hold our annual meeting of shareholders at our Santa Ana campus, 1600 E. Saint Andrew Place, Santa Ana, California 92705, on Wednesday, June 4, 2008, at 10:00 a.m. local time. We are holding this meeting:

 

(1) To elect four directors for a three-year term or until their respective successors have been elected or appointed;

 

(2) To approve the amendment and restatement of our current 2003 Equity Incentive Plan;

 

(3) To approve the amendment and restatement of our current Executive Incentive Plan;

 

(4) To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year; and

 

(5) To transact any other business that properly comes before the meeting.

 

The shareholders of record at the close of business on April 8, 2008 will be entitled to vote at the meeting or any postponements or adjournments of the meeting.

 

Whether or not you expect to attend, we urge you to sign, date and promptly return the enclosed proxy card in the enclosed postage prepaid envelope or vote via telephone or the Internet in accordance with the instructions on the enclosed proxy card. If you attend the meeting, you may vote your shares in person, which will revoke any prior vote.

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 4, 2008: This Proxy Statement, along with the 2007 Annual Report to Shareholders, are available on the following website: www.edocumentview.com/im.

 

By order of the Board of Directors,

 

 

Larry C. Boyd

Senior Vice President, Secretary and

General Counsel

 

April 23, 2008

Santa Ana, California

TABLE OF CONTENTS

 

1600 East Saint Andrew Place

Santa Ana, California 92705

 

 

PROXY STATEMENT

 

 

This proxy statement contains information related to the annual meeting of our shareholders to be held on Wednesday, June 4, 2008, beginning at 10:00 a.m., local time, at our Santa Ana campus, 1600 E. Saint Andrew Place, Santa Ana, California 92705, and at any postponements or adjournments thereof. The enclosed form of proxy is solicited by our Board of Directors (the “Board”). The date of this proxy statement is April 23, 2008. It is first being mailed to our shareholders on April 23, 2008.

 

References in this proxy statement to “we”, “us”, “our”, “the Company” and “Ingram Micro” refer to Ingram Micro Inc.

 

The purpose of the Annual Meeting is to elect directors, to approve the amendment and restatement of our current 2003 Equity Incentive Plan, to approve the amendment and restatement of our current Executive Incentive Plan, to ratify the selection of our independent registered public accounting firm for the current year, and to conduct the business described in the Notice of Annual Meeting.

 

A quorum is the minimum number of shares required to hold a meeting. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock will constitute a quorum for the transaction of business at the meeting. Votes cast by proxy or in person at the meeting will be counted by the persons appointed by the Company to act as election inspectors for the meeting. The election inspectors will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Abstentions, however, do not constitute a vote “for” or “against” any matter and thus will be disregarded in the calculation of a plurality or of “votes cast.”

 

The election inspectors will treat shares referred to as “broker non-votes” (i.e., shares held by brokers or nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner) as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

 

Holders of record of our Class A common stock at the close of business on April 8, 2008 (“Record Date”) may vote at the annual meeting. As of the Record Date, the Company had 168,126,031 issued and outstanding shares of Class A common stock. Each share of Ingram Micro common stock that you own entitles you to one vote.

 

You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.

If you are a registered shareholder (meaning your name is included on the shareholder file maintained by our transfer agent, Computershare Trust Company, N.A.), you can vote by proxy in any of the following ways:

 

 

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted.

 

If you participate in our 401(k) Investment Savings Plan, you may vote an amount of shares of common stock equivalent to the interest in common stock credited to your account as of the record date. You may vote by instructing Fidelity Investments, the trustee of the plan, pursuant to the instruction card being mailed with this proxy statement to plan participants. The trustee will vote your shares in accordance with your duly executed instructions if they are received by May 30, 2008. If you do not provide the trustee with your voting instructions, the trustee will not vote on your behalf.

 

Our Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You may also abstain from voting.

 

If you properly fill in your proxy card and send it to us in time to vote, or vote by the Internet or telephone, one of the individuals named on your proxy card will vote your shares as your proxy and as you have directed. If you sign the proxy card but do not make specific choices, your proxy will follow the Board’s recommendations and vote your shares:

 

 

If any other matter is presented at the meeting, your proxy will vote in accordance with the best judgment of the individual voting your shares as your proxy. At the time this proxy statement went to press, we knew of no other matters to be acted on at the meeting.

 

Directors are elected by a plurality, and the four nominees who receive the most votes will be elected. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election.

 

Approval of the amendment and restatement of our 2003 Equity Incentive Plan, approval of the amendment and restatement of our Executive Incentive Plan and ratification of the selection of our independent registered public accounting firm each require the affirmative vote of the majority of the shares of common stock present or represented by proxy with respect to such proposal. Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors. For the proposals approving the amendment and restatement of our 2003 Equity Incentive Plan, approving the amended and restatement of the Executive Incentive Plan and ratifying the selection of our independent registered public accounting firm, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote.

 

Under current New York Stock Exchange rules, if your broker holds your shares in its name, your broker is permitted to vote your shares on Proposals 1 and 4 even if it does not receive voting instructions from you. Please note that banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on the proposal to approve the amendment and restatement to the 2003 Equity Incentive Plan and the Executive Incentive Plan. Broker non-votes on a proposal (shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) are not counted or deemed present or represented for determining whether shareholders have approved these proposals.

 

You may revoke your proxy by: (1) sending in another signed proxy card with a later date; (2) providing subsequent Internet or telephone voting instructions; (3) notifying our Secretary in writing before the meeting that you have revoked your proxy; or (4) voting in person at the meeting.

 

The Company will bear the costs of soliciting proxies.

 

The Board of Directors recommends that you vote “FOR” the election of each of the nominees for election as directors described below, which is designated as proposal No. 1 on the enclosed proxy card.

 

Our Board of Directors oversees the management of the Company on your behalf. Our Certificate of Incorporation and Bylaws currently provide for a classified Board of Directors. Each person elected as a Class I director at the annual meeting will serve a three-year term expiring at the 2011 annual meeting of shareholders. Our Governance Committee has recommended to the Board of Directors, and the Board of Directors has nominated for re-election the four persons currently serving as directors, whose terms are expiring at this annual meeting of shareholders. We did not receive any nominations from any shareholders.

 

Business background information on each of our director nominees is given below.

 

Howard I. Atkins	Director since April 2004

 

Mr. Atkins, age 57, is Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company in San Francisco, California. Prior to joining Wells Fargo in 2001, Mr. Atkins was Executive Vice President and Chief Financial Officer of New York Life Insurance Company in New York, New York from 1996 to 2001. Mr. Atkins also served as Executive Vice President and Chief Financial Officer of New Jersey-based Midlantic

Corporation from 1991 to 1996. Mr. Atkins joined the former Chase Manhattan Bank in 1974 and was, successively, in asset/liability management, U.S. capital markets/derivatives, head of Capital Markets for Europe, the Middle East and Africa, and head of the Bank’s worldwide derivatives trading business. He was Chase Manhattan Bank’s Treasurer from 1988 until 1991 when he became Chief Financial Officer of Midlantic Corporation.

 

Leslie S. Heisz	Director since March 2007

 

Ms. Heisz, age 47, is an experienced investment banking and finance executive, and currently is a managing director of the Los Angeles office of Lazard Freres & Co., where she provides strategic advisory services for clients in a variety of industries. Before joining Lazard in 2003, Ms. Heisz was managing director of the Los Angeles office of Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.) for six years, specializing in mergers and acquisitions and leading the Gaming and Leisure Group. She was also a vice president at Salomon Brothers, where she developed the firm’s industry-leading gaming practice, and a senior consultant specializing in strategic information systems at Price Waterhouse. Ms. Heisz currently is a board member for International Game Technology, a publicly-traded manufacturer and operator of electronic gaming devices.

 

Martha R. Ingram	Director since May 1996

 

Mrs. Ingram, age 72, is the Chairman of the Board of Ingram Industries Inc. and served as Chief Executive Officer of Ingram Industries from May 1996 to June 1999. Ingram Industries is a Nashville, Tennessee company with four operating divisions: Ingram Marine Group, which consists of Ingram Barge Company and Ingram Materials Company, Ingram Book Group, Lightning Source Inc. and Ingram Digital Group. Mrs. Ingram previously served as our Chairman of the Board from May 1996 to August 1996. She serves as Chairman of the Board of Trust of Vanderbilt University and recently served on the Boards of Directors of Weyerhaeuser Company and Regions Financial Corporation.

 

Linda Fayne Levinson	Director since August 2004

 

Ms. Levinson, age 66, is an advisor to professionally funded, privately held ventures. Ms. Levinson is presently Non Executive Chair of the Board of Connexus, Inc. (formerly VendareNetBlue), a privately held internet media company. From February through July 2006, Ms. Levinson was also Interim CEO of that company. From 1997 until May 2004, Ms. Levinson was a Partner of GRP Partners, a venture capital firm investing in early stage technology companies in the financial services, internet media and online retail sectors. From 1982 until 1998, Ms. Levinson was President of Fayne Levinson Associates, an independent consulting firm advising major corporations. Ms. Levinson also has been an executive at Creative Artists Agency, Inc.; a Partner of Wings Partner, a Los Angeles-based merchant bank; a Senior Vice President of American Express Travel Related Services Co., Inc.; and a Partner of McKinsey & Company, where she became the first woman partner in 1979. Ms. Levinson also serves as a member of the Board of Directors of NCR Corporation, Jacobs Engineering Group Inc., The Western Union Company and DemandTec, Inc.

 

John R. Ingram	Director since April 1996

 

Mr. Ingram, age 46, is Vice Chairman of Ingram Industries Inc., CEO of Ingram Content Holdings, Ingram Industries’ operating division of Ingram Book Group related companies, Ingram Digital related companies, and Lightning Source Inc., a print-on-demand and digital distribution company. He was Co-President of Ingram Industries from January 1996 to June 1999. Mr. Ingram was also President of Ingram Book Company from January 1995 to October 1996. Mr. Ingram served as our Acting Chief Executive Officer from May 1996 to August 1996 and held a variety of positions at the Company from 1991 through 1994, including Vice President of Purchasing and Vice President of Management Services at Ingram Micro Europe, and Director of Purchasing.

Dale R. Laurance	Director since May 2001

 

Dr. Laurance, age 62, is the owner of Laurance Enterprises LLC, a private advisory services company. He is also the owner of Nightingale Properties, LLC, a Hawaiian real estate development company. He retired from Occidental Petroleum Corporation on December 31, 2004 where he had served as President since 1996 and Director since 1990. From 1983 to 1996 he served in various management and executive positions with Occidental Petroleum Corporation. Dr. Laurance also serves on the Advisory Board of Hancock Park Associates. Dr. Laurance is a director of the Saint John’s Health Center and serves on the Board of Trustees of the Polytechnic School. He also serves on the Board of Trustees of the Children’s Bureau and the Advisory Board of the Golden West Humanitarian Foundation. Dr. Laurance has been our Chairman of the Board since the Company’s annual meeting of shareholders in June 2007.

 

Gerhard Schulmeyer	Director since July 1999

 

Mr. Schulmeyer, age 69, is Managing Partner of Gerhard LLC. From January 2002 to July 2006, Mr. Schulmeyer was Professor of Practice at the MIT Sloan School of Management. Mr. Schulmeyer served as President and Chief Executive Officer of Siemens Corporation, the holding company for U.S. businesses of Siemens AG (Munich, Germany), a world leader in electrical engineering and electronics in the information and communications, automation and control, power, transportation, medical and lighting fields, from January 1999 to December 2003. Prior to assuming such positions, he served as President and Chief Executive Officer of Siemens Nixdorf, Munich/Paderborn, a position he held since 1994. Mr. Schulmeyer serves on the Board of Directors of Zurich Financial Services and Korn/Ferry International.

 

Orrin H. Ingram II	Director since September 1999

 

Mr. Ingram, age 47, is President and Chief Executive Officer of Ingram Industries Inc. Mr. Ingram held numerous positions with Ingram Materials Company and Ingram Barge Company before being named Co-President of Ingram Industries in January 1996. He was named to his present position as President and Chief Executive Officer of Ingram Industries in June 1999. He remains Chairman of Ingram Barge Company.

 

Michael T. Smith	Director since May 2001

 

Mr. Smith, age 64, is the former Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation, a world leading provider of digital television entertainment, broadband services, satellite-based private business networks, and global video and data broadcasting, serving from October 1997 to May 2001. Prior to assuming such positions in October 1997, Mr. Smith was Vice Chairman of Hughes Electronics and Chairman of Hughes Aircraft Company, responsible for the aerospace, defense electronics and information systems businesses of Hughes Electronics. He joined Hughes Electronics in 1985, the year the Company was formed, as Senior Vice President and Chief Financial Officer after spending nearly 20 years with General Motors Corporation in a variety of financial management positions. Mr. Smith is a member of the Board of Directors of Alliant Techsystems, Inc., Teledyne Technologies, Flir Inc. and Wabco Holdings Inc.

 

Gregory M.E. Spierkel	Director since June 2005

 

Mr. Spierkel, age 51, has been our Chief Executive Officer since June 2005. He previously served as President from March 2004 to June 2005, as Executive Vice President and President of Ingram Micro Europe from June 1999 to March 2004, and as Senior Vice President and President of Ingram Micro Asia-Pacific from July 1997 to June 1999. Prior to joining Ingram Micro, Mr. Spierkel was Vice President of Global Sales and Marketing at Mitel Inc., a manufacturer of telecommunications and semiconductor products, from March 1996 to June 1997 and was President of North America at Mitel from April 1992 to March 1996. Mr. Spierkel has been named to serve on the Board of Directors of PACCAR Inc. effective as of PACCAR’s 2008 annual meeting of stockholders on April 22, 2008.

Joe B. Wyatt	Director since October 1996

 

Mr. Wyatt, age 72, has been Chancellor Emeritus of Vanderbilt University in Nashville, Tennessee, since his retirement as Chancellor of Vanderbilt University, a position that he held from 1982 to 2000. Mr. Wyatt has also been a principal of The Washington Advisory Group since August 2000. Mr. Wyatt was previously a Director of Ingram Industries from April 1990 through October 1996. Mr. Wyatt is a Director of El Paso Corporation and Hercules Incorporated. He also serves as Chairman of the Universities Research Association.

 

Martha R. Ingram is the mother of John R. Ingram and Orrin H. Ingram II. There are no other family relationships among our directors or executive officers.

 

The Board of Directors held 7 meetings during fiscal year 2007. All directors attended more than 75% of the total number of meetings of the Board and the committees on which he or she served in 2007. The Board and its committees regularly hold executive sessions of non-management directors without management present. As a matter of policy, directors are encouraged and expected to attend the annual meeting of shareholders. All directors, with the exception of Howard Atkins, attended Ingram Micro’s 2007 annual meeting of shareholders.

 

Ingram Micro pays directors who are not employed by the Company (“non-management directors”) (1) an annual retainer award of cash, stock options and restricted stock/restricted stock units with an estimated value of $180,000 for Board members who do not chair a committee, $195,000 for chairs of Board committees other than the Audit Committee, and $200,000 for the Audit Committee Chair, and (2) meeting fees for attending meetings of the Board.

 

Annual Retainer Award. The mix of cash, stock options and restricted stock/restricted stock units for the annual retainer award must be selected by each non-management director prior to December 31 of each year or promptly upon initial election to the Board, as the case may be. The award is pro rated for partial year service. The mix of cash, stock options and restricted stock/restricted stock units for the annual retainer award is subject to the following assumptions and restrictions:

 

 

Meeting Fees. Non-management directors also receive a cash fee of $1,500 for each Board and committee meeting they attend, whether in person or by conference telephone call.

 

Additional Compensation for Non-Executive Chairman of the Board. Dr. Laurance, who succeeded Kent Foster as Chairman of the Board on June 6, 2007, continues to receive compensation as a non-executive Board member pursuant to the Compensation Plan for Non-Executive Members of the Board of Directors. Dr. Laurance also receives additional compensation in his role as non-executive Chairman of the Board pursuant to the Compensation Plan of Non-Executive Chairman of the Board of Directors adopted by the Board on March 27, 2007 (“Non-Executive Chairman Plan”). Under the Non-Executive Chairman Plan, Dr. Laurance receives additional annual compensation in an amount equal to $250,000 payable in cash and equity (stock options, restricted stock or restricted stock units) settled in shares reserved under the Company’s 2003 Equity Incentive Plan (the “2003 Plan”). If cash is selected as a component, the amount that may be selected ranges from $0 to $100,000. The equity-based compensation may consist of stock options, restricted stock/restricted stock units or a combination thereof and must have a value of at least $150,000.

 

Compensation for Former Non-Executive Chairman of the Board. Mr. Foster retired as our non-executive Chairman of the Board effective June 6, 2007. The Company entered into an agreement with Mr. Foster effective June 1, 2005 for his new role as non-executive Chairman of the Board (the “2005 Agreement”). The 2005 Agreement provided that all stock options previously awarded to Mr. Foster will continue to vest according to their original terms and be exercisable until the earlier of (i) the expiration date of such option grant or (ii) the fifth anniversary of the date Mr. Foster ceases to perform services for the Company or its Board of Directors. The 2005 Agreement further provided that Mr. Foster’s interest in all then existing long-term executive cash incentive programs (the 2003-2005 cash long-term incentive program (the “2003-2005 Cash LTIP”), the 2004-2006 cash long-term incentive program (the “2004-2006 Cash LTIP”), the June 2005-2006 cash long-term incentive program (the “June 2005-2006 Cash LTIP”), and the 2005-2007 cash long-term incentive program (the “2005-2007 Cash LTIP”) under the Ingram Micro Inc. Executive Incentive Plan (the “EIP”) would continue to accrue in full and be paid to Mr. Foster, except as noted below, at the same time as payments are made (if any) to other participants. Payments under these programs are based on the Company’s achievement against pre- established objective performance measures over the performance periods. Minimum performance standards have been established below which no payments will be made.

 

The Company made no payments under the 2003-2005 Cash LTIP to any of the participants because the pre-established performance measures for the relevant performance period were not achieved. Although the performance cycle for the 2004-2006 Cash LTIP program has ended, this 2004-2006 program’s financial metrics are based upon Ingram Micro performance relative to an identified peer group. The information necessary to finalize these calculations has been delayed due to late reporting by one of the peer companies and will not be available until after the publication of this proxy.

 

The performance for the June 2005-2006 program has been calculated and approved by the Human Resources Committee for payment to eligible participants at an achievement of 82.6%. This payout represents the minimum amount that would be paid under either the 2004-2006 Cash LTIP program or the June 2005-2006 program. In accordance with the June 2005-2006 program, any participant who is also a participant in the 2004-2006 Cash LTIP program is eligible to receive either the greater of the award payment earned under the 2004-2006 Cash LTIP or the June 2005-2006 program. Rather than delay payment, management, with the Human Resources Committee’s approval, agreed to make the minimum payment to participants who are eligible under both programs under the terms of the June 2005-2006 program. Accordingly, a payment under the June 2005-2006 Cash LTIP in the amount of $683,267 was approved by the Human Resources Committee and paid to Mr. Foster in 2007. A payment in the amount of $986,022, calculated in comparison to the 2005-2007 Cash LTIP, will be made to Mr. Foster as a bonus outside of the 2005-2007 Cash LTIP during May 2008 pursuant to the terms of the 2005 Agreement. Mr. Foster also

received a $6 million cash retention bonus in 2007 under the terms of the 2005 Agreement since he remained as the non-executive Chairman of the Board through June 1, 2007. While Mr. Foster was our non-executive Chairman of the Board, he also received an annual non-executive Chairman’s compensation package comprised of an annual award of cash and equity-based compensation with an estimated value of approximately $650,000, plus the standard Board of Director’s compensation package comprised of an annual award of cash and equity-based compensation, with an estimated value of approximately $167,000.

 

2007 Compensation of Non-Management Directors.  The following table lists the 2007 non-management director compensation which is comprised of: (1) an annual Board retainer payable in cash, stock options, restricted stock, restricted stock units or a combination thereof, based on each Board member’s election, (2) meeting fees paid for attending meetings of the Board and Board committees, and (3) additional compensation for the non-executive Chairman of the Board and former non-executive Chairman of the Board as discussed above.

(for fiscal year 2007)

 

 

 

 

 

 

Stock Ownership Requirement. Each director is required to achieve and maintain ownership of at least 15,000 shares of our common stock (with vested but unexercised stock options counted as owned shares) beginning five years from the date of his or her election to the Board. All current directors, with the exception of Ms. Heisz, who was elected as director effective March 1, 2007, meet this stock ownership requirement. Each director is also reimbursed for expenses incurred in attending meetings of the Board and Board committees. Each director is also able to elect to defer his or her cash compensation through a non-qualified deferral plan. Directors who defer cash compensation may elect to have earnings, or losses, credited to their deferrals as if their deferrals were invested in the various investment options available under the Company’s Supplemental Investment Savings Plan, a non-qualified deferred compensation plan. Directors are not credited with “above-market” or “preferential” interest.

 

Our Board of Directors has standing Audit, Executive and Finance, Governance and Human Resources Committees. The Board Committees frequently meet in executive session with no members of management present. The following table lists members of the Committees as of the date of the Proxy Statement.

 

 

 

 

Audit Committee — 15 meetings in 2007.  The Audit Committee assists our Board of Directors’ oversight of (1) the integrity of our financial reporting processes and systems of internal controls regarding finance, accounting, legal and ethical compliance, (2) our compliance with legal and regulatory requirements, and (3) the independence and performance of our independent registered public accounting firm and internal audit department. In addition, the Audit Committee is charged with providing an avenue of open communication among our independent registered public accounting firm, management, our internal audit department, and our Board of Directors. The Audit Committee also appoints our independent registered public accounting firm, discusses and reviews in advance the scope of and the fees to be paid in connection with the annual audit and reviews the results of the audit with our independent registered public accounting firm, monitors the independence and performance of our independent registered public accounting firm, reviews our compliance with applicable major accounting and financial reporting policies, reviews the adequacy of our financial organization, reviews management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices and reviews our draft annual report on Form 10-K, quarterly reports on Form 10-Q, and annual financial statements and other key accounting and/or reporting matters, and the activities and recommendations of our internal audit department. The Audit Committee discusses the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. A detailed list of the Audit Committee’s functions is included in its charter, which can be accessed by following the links to “Corporate Governance” under “Investor Relations” on the Company’s website at www.ingrammicro.com.

 

Executive and Finance Committee — 5 meetings in 2007.  The Executive and Finance Committee oversees the financial affairs and policies of the Company and makes decisions requiring the attention of the Board between regularly scheduled meetings of the Board, subject to the limitations set forth in our Bylaws. Under our Bylaws, during the period of time between each regularly scheduled meeting of the Board, management decisions requiring the immediate attention of the Board of Directors may be made with the approval of a majority of the members of the Executive and Finance Committee; provided, however, that the Executive and Finance Committee shall not have the authority to approve certain delineated items which require the approval of the Board. A detailed list of the Executive and Finance Committee’s functions is included in its charter, which can be accessed by following the links to “Corporate Governance” under “Investor Relations” on the Company’s website at www.ingrammicro.com.

 

Governance Committee — 5 meetings in 2007.  The Governance Committee is responsible for developing and recommending to the Board a set of corporate governance principles applicable to the Company, and thereafter

recommending such changes as it deems appropriate to maintain effective corporate governance. In addition, the Governance Committee is responsible for identifying candidates for election to the Board of Directors, developing and reviewing background information for candidates, making recommendations to the Board regarding such candidates, reviewing and making recommendations to the Board with respect to candidates for directors proposed by shareholders, and recommending for nomination by the Board, the members of Board committees, as well as Board committee chair positions. The Governance Committee also reviews and recommends for consideration and approval by the Board the form and amounts of compensation for non-management directors and oversees the annual self-evaluations of the Board and its committees, as well as director performance and board dynamics.

 

Our Corporate Governance Guidelines (the “Guidelines”) provide that non-management directors shall choose a Lead Director when the Chairman of the Board is not independent of management and that the Chairman of the Board shall perform the duties of the Lead Director when the Chairman is independent of management. As non-executive Chairman of the Board, Dr. Laurance is our Lead Director and as such, presided at executive sessions of the Company’s non-management directors since his election as Chairman on June 6, 2007.

 

A detailed list of the Committee’s functions is included in its charter, which can be accessed by following the links to “Corporate Governance” under “Investor Relations” on the Company’s website at www.ingrammicro.com.

 

Human Resources Committee — 10 meetings in 2007.  The Human Resources Committee assists the Board in overseeing and establishing the compensation of all executive officers and administering all stock-related and long-term executive incentive plans. The Human Resources Committee reviews and reports to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets provide maximum return to all partners — associates, customers, shareholders and vendors. The Committee’s oversight areas include executive compensation strategy, succession planning processes and key leader succession planning, and work environment assessment and improvement. A detailed list of the Human Resources Committee’s functions is included in its charter and can be accessed by following the links to “Corporate Governance” under “Investor Relations” on the Company’s website at www.ingrammicro.com. Additional information on the Human Resources Committee’s processes and procedures for consideration of executive compensation are addressed in the Compensation Discussion and Analysis below.

 

Code of Conduct.  Our code of conduct applies to all members of the Board of Directors, officers appointed by the Board of Directors and other Ingram Micro associates and codifies our commitment to the highest standards of corporate governance. If we make any amendment to the code of conduct or grant any waiver, including any implicit waiver, from a provision of the code of conduct to our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver at www.ingrammicro.com or on a current report on Form 8-K.

 

Corporate Governance Guidelines.  In March 2007, the Board of Directors amended the Guidelines to, among other things, remove the mandatory retirement age for directors, and provide that non-management directors shall choose a Lead Director when the Chairman of the Board is not independent of management and that the Chairman of the Board shall perform the duties of the Lead Director when the Chairman is independent of management. Effective corporate governance that ensures management follows the highest ethical standards is not a new concept to the Company. It is an important principle that is embraced at all levels of the Company, beginning with how our Board operates. Members of our Board of Directors are kept informed about our business through discussions with the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and other key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees. Our Board members provide feedback to management on a regular basis and meet in executive session, without any members of management, at each regular meeting.

 

The Guidelines address important corporate governance policies and procedures, including those relating to (1) composition of the Board and membership criteria; (2) director qualifications (such as independence, simultaneous service on other Boards and conflicts of interests); (3) Board member responsibilities (including attendance at annual shareholder meetings); (4) establishment of Board agenda; (5) establishment of a lead director position; (6) regularly scheduled meetings of non-management Board members; (7) Board size; (8) Board committees;

(9) Board member access to management and independent advisors; (10) director compensation; (11) director orientation and continuing education; (12) management evaluation and management succession; and (13) annual performance evaluation of the effectiveness of the Board and its committees.

 

Our Board expects to consider further amendments to the Guidelines from time to time as rules and standards are revised and/or finalized by various regulatory agencies, including the SEC and the NYSE, and to address any changes in our operations, organization or environment.

 

The Board of Directors adopted director independence standards as part of the Guidelines. Pursuant to the Guidelines, the Board undertook its annual review of director independence in March 2008. During this review, the Board considered any transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including holdings of stock of the Company by Martha, John and Orrin Ingram and certain arms-length commercial relationships between Ingram Micro and Wells Fargo (where Mr. Atkins serves as Chief Financial Officer), which are immaterial in amount and nature to both Wells Fargo and Ingram Micro and did not create conflicts of interests under Ingram Micro’s Code of Conduct, relating to (i) a sublease between Ingram Micro Canada and a Wells Fargo subsidiary in Canada and (ii) ordinary course lease financing provided by a Wells Fargo finance subsidiary to certain of Ingram Micro’s end-user customers pursuant to which Ingram Micro US receives immaterial customary referral fees. The Board also considered Ms. Heisz’s position as a managing director at Lazard Freres & Co. and the ownership of Ingram Micro common stock by Lazard Asset Management LLC, together with Ms. Heisz’s representation that she had no investment authority, or decision making responsibility, with respect to Lazard Asset Management LLC’s position in Ingram Micro common stock.

 

The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

 

As a result of this review, the Board determined that all of the directors nominated for election at the annual meeting, as well as all other directors serving on the Board are independent of the Company and its management under the standards set forth in the Guidelines, as well as under Audit Committee independence requirements of the SEC and the NYSE, with the exception of Gregory Spierkel. Mr. Spierkel is considered an inside director because of his current employment as a senior executive of the Company. All of the members of the Human Resources, Audit and Governance Committees are independent.

 

Our Board of Directors has determined that each member of the Audit Committee: (1) meets the independence criteria prescribed by applicable law and rules of the SEC for Audit Committee membership and (2) is an “independent director” within the meaning of NYSE listing standards and the standards established by the Company. Each member of the Audit Committee also meets the NYSE’s financial literacy requirements. No member of our Audit Committee serves on more than three audit committees of public corporations.

 

In addition, the Board of Directors has designated each of Michael Smith and Leslie Heisz as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. The Board has also determined that they meet the NYSE’s accounting or related financial management expertise requirements through experience gained, for Mr. Smith, in previous positions as former Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation, Vice Chairman of Hughes Electronics and Chairman of Hughes Aircraft Company, as Senior Vice President and Chief Financial Officer of Hughes Electronics, and in nearly 20 years with General Motors Corporation in a variety of financial management positions; and for Ms. Heisz, as an experienced investment banking and finance executive, and currently as a managing director of the Los Angeles office of Lazard Freres & Co., where she provides strategic advisory services for clients in a variety of industries.

 

General Criteria and Process.  In identifying and evaluating director candidates, the Governance Committee does not set specific criteria for directors. As expressed in the Governance Committee charter, in nominating candidates, the Governance Committee shall comply with the requirements of the Company’s Bylaws and take into consideration such other factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Governance Committee may use and pay for assistance from consultants, including obtaining background checks, and advice from outside counsel, to assist its review and evaluation.

 

Shareholder Nominations.  Shareholders who wish to recommend nominees for consideration by the Governance Committee may submit their nominations in writing to our Corporate Secretary at the address set forth below under “Annual Report.” The Governance Committee may consider such shareholder recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the shareholders at each annual meeting. In addition, shareholders may nominate directors for election by complying with the eligibility, advance notice and other provisions of the policy. Under the policy, the shareholder must provide timely notice of the nomination to us to be considered by the Governance Committee in connection with the Company’s next annual meeting of shareholders. To be timely, the Corporate Secretary must receive the shareholder’s proposal and the information required in the policy on or before December 30th of the year immediately preceding such annual meeting. A copy of the policy is available on the Investor Relations section of the Company’s website, www.ingrammicro.com.

 

Any interested person who desires to communicate with the Company’s non-management directors may so do as follows:

 

 

Our code of conduct, the Guidelines, and shareholder nominations policy and committee charters are accessible by following the links to “Corporate Governance” on the Company’s website at www.ingrammicro.com. Furthermore, upon request to our Corporate Secretary at the address set forth below under “Annual Report,” we will provide copies of our code of conduct, the Guidelines, shareholder nominations policy and committee charters without charge.

 

The following table shows the amount of common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in the Summary Compensation Table found on page 35 of this proxy statement, our directors and executive officers as a group, and beneficial owners of more than 5% of our common stock. The amounts shown include shares of our common stock which each such individual has the right to acquire within 60 days after January 14, 2008. Except as otherwise indicated, all information is as of January 14, 2008. At January 14, 2008, there were 173,154,802 shares of common stock outstanding (excluding treasury shares). No shares of common stock held by our directors or named executive officers have been pledged.

 

 

 

 

 

														Includes Shares of
														Ingram Micro Common
														Stock Held by
														New York Life
										Includes Shares of				Retirement Plan
										Ingram Micro Common				Services as Record
						Includes				Stock Held by				Keeper and
						Unvested				Fidelity				Custodian of the
						Options to				Investments as				Ingram 401(k) Plan.
		Includes				Purchase				administrator of				Administered by The
		Vested				Shares of				the Ingram Micro				Ingram 401(k)
		Options to				Ingram Micro				401(k) Plan, based				Committee. Based on
		Purchase				Common Stock				on information				information
		Shares of				Scheduled to Vest				received from such				received from such
		Ingram Micro				within 60 days				administrator as of				administrator as of
Name		Common Stock				of January 14, 2008				December 31, 2007				December 31, 2007
Dale R. Laurance			82,751				—				—				—
Howard I. Atkins			—				—				—				—
Leslie S. Heisz			—				—				—				—
John R. Ingram			37,679				—				—				8,289
Martha R. Ingram			95,212				3,001				—				2,751
Orrin H. Ingram II			84,072				3,001				—				17,118
Linda Fayne Levinson			25,128				1,091				—				—
Gerhard Schulmeyer			39,270				—				—				—
Michael T. Smith			50,085				—				—				—
Joe B. Wyatt			85,072				3,001				—				—
Gregory M.E. Spierkel			1,099,172				27,780				—				—
William D. Humes			245,974				8,470				—				—
Alain Monié			251,650				14,320				—				—
Kevin M. Murai			176,169				—				—				—
Henri T. Koppen			506,273				14,320				211				—
Alain Maquet			149,496				7,324				—				—
Executive Officers and Directors as a group (23 persons)			3,698,225				131,060				2,902				28,158

 

 

Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that all of our directors and executive officers complied during fiscal year 2007 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.

 

We were split-off from our former parent, Ingram Industries, in November 1996. We agreed to register at various times shares of common stock issuable upon the exercise of certain Ingram Industries options and stock appreciation rights held by current or former employees or directors of Ingram Industries, its former subsidiary Ingram Entertainment or their subsidiaries, which options and stock appreciation rights were converted into options to purchase shares of our common stock in 1996. We have completed several registrations with respect to shares of common stock issuable upon exercise of these rollover stock options. The registration statement that we have agreed to keep current is described below.

 

Registration statements being kept current.  We filed a registration statement on Form S-3 covering 10,949,298 shares of common stock that was declared effective on November 20, 1997. It relates to our offer and sale of up to 2,485,944 shares of common stock upon the exercise of options under the Ingram Micro Rollover Option Plan (which options have all expired pursuant to the terms of such option awards) and up to 250,000 shares under the Ingram Micro Amended and Restated 1996 Equity Incentive Plan. It also relates to the offer and sale by our 401(k) plan, the Ingram Thrift Plan, and the Ingram Entertainment Thrift Plan of a total of 8,213,354 shares of our common stock (resulting from the conversion of shares of Class B common stock held by these plans). We have agreed to keep the registration statement current.

 

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Ingram Micro filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference therein.

 

The Audit Committee of the Board of Directors has furnished the following report.

 

The charter of the Audit Committee of the Board of Directors of Ingram Micro Inc. (“Ingram Micro”) specifies that the purpose of the Audit Committee is to discharge its responsibilities as set forth in Ingram Micro’s Amended and Restated Bylaws and to assist the Board’s oversight of:

 

 

In addition, the Audit Committee is charged with providing an avenue of open communication among Ingram Micro’s independent registered public accounting firm, management, internal audit department, and Board of Directors.

 

The Audit Committee expects to consider further amendments to its Charter from time to time as rules and standards are revised and/or finalized by various regulatory agencies, including the SEC and the NYSE, and to address any changes in Ingram Micro’s operations, organization or environment.

 

The Audit Committee meets with management periodically to consider the adequacy of Ingram Micro’s disclosure and internal controls and compliance with applicable laws and company policies, as well as the quality of

its financial reporting, including the application of critical accounting policies. As part of this process, the Audit Committee has, in connection with Ingram Micro’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), reviewed on a periodic basis with management and Ingram Micro’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), Ingram Micro’s progress on and completion of its SOX 404 compliance project for 2007, and will continue this monitoring in subsequent years.

 

As part of its oversight activities, the Audit Committee monitors the scope and adequacy of Ingram Micro’s internal auditing program, including reviewing staffing levels and steps taken to implement recommended improvements in internal controls. The Audit Committee discusses these matters with Ingram Micro’s independent registered public accounting firm and with appropriate Company financial personnel and internal auditors.

 

The Audit Committee’s meetings include, whenever appropriate, executive sessions with Ingram Micro’s independent registered public accounting firm and with Ingram Micro’s internal auditors, in each case without the presence of Ingram Micro’s management.

 

The Audit Committee appoints Ingram Micro’s independent registered public accounting firm for the purpose of issuing an audit report on Ingram Micro’s annual financial statements or performing related work and approves the firm’s compensation.

 

As part of its oversight of Ingram Micro’s financial statements, the Audit Committee reviews and discusses with both management and Ingram Micro’s independent registered public accounting firm all annual and quarterly financial statements, including reviewing Ingram Micro’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” prior to their issuance.

 

During fiscal year 2007, the Audit Committee discussed Ingram Micro’s financial statements with management, including significant accounting and disclosure matters. Management has represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee also discussed Ingram Micro’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, in accordance with the NYSE corporate governance rules.

 

The Audit Committee received and reviewed the written disclosures and the letter from PwC required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees.

 

The Audit Committee discussed with PwC matters relating to its independence, including monitoring compliance with Ingram Micro’s pre-approval of non-audit services and performing a review of audit and non-audit fees. The Audit Committee also discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees and as amended by Statement on Auditing Standards No. 90, Audit Committee Communications, including the quality of Ingram Micro’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

 

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Ingram Micro’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, for filing with the SEC.

 

Members of the Audit Committee
of the Board of Directors of Ingram Micro Inc.

 

Joe B. Wyatt (Chair)
Leslie S. Heisz*
John R. Ingram
Michael T. Smith
* Member of the Audit Committee since March 1, 2007

 

The following Report of the Human Resources Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Ingram Micro filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference therein.

 

The Human Resources Committee of the Board of Directors has furnished the following report.

 

The Human Resources Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of the proxy statement with management of Ingram Micro, and based on this review and discussion, recommended to the Board of Directors of Ingram Micro that such “Compensation Discussion and Analysis” be included in Ingram Micro’s proxy statement for the 2008 annual meeting of shareholders for filing with the SEC.

 

Members of the Human Resources Committee
of the Board of Directors of Ingram Micro Inc.

 

Linda Fayne Levinson (Chair)
Howard I. Atkins
Orrin H. Ingram
Gerhard Schulmeyer

 

In this section we provide a discussion and analysis of the material elements of the compensation provided to our Chief Executive Officer and the five other executive officers named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”). The purpose of this discussion is to provide the context for the specific compensation amounts and arrangements paid and provided to our NEOs, as described in the tables and narratives following this discussion and analysis.

 

The Company operates in the extremely competitive, rapidly changing, and low-margin high-technology distribution and service industry. We believe that the compensation programs for our executive officers are designed to attract, motivate, and retain talented executives necessary for our long-term success. The programs are designed within a framework based on the achievement of pre-established financial targets and alignment of the financial interests of our executive officers with those of our shareholders by providing appropriate short- and long-term financial incentives that reward executives for achieving objectives that enhance shareholder value. The broad objectives of the executive compensation program established by the Company and approved by the Human Resources Committee of our Board of Directors (the “Committee”) are to:

 

 

The compensation programs for our executive officers consist of:

 

 

 

 

We believe this multi-component approach best serves the interest of the Company and its shareholders. We generally target total compensation at the 50th percentile of our selected peer group while aligning NEO compensation with our shareholders’ interests, in addition to considering other factors, as described below. We seek to encourage and reward both profitable growth and operational efficiency. Our incentive plans have goals intended to support these objectives.

 

A high proportion of our NEO’s current compensation is “at risk” and subject to the financial performance of the Company. The only guaranteed forms of NEO compensation are base salaries and benefit programs that are generally available to all management associates and modest perquisites. The remainder of compensation must be

earned through the attainment of predetermined financial performance objectives and share price appreciation. Please refer to the following pay mix “pie chart” which shows that, as a group, 79% of the total targeted compensation for our NEOs is based on performance, with the majority of compensation based on long-term equity awards.

 

 

Committee Composition.  The Committee is comprised entirely of independent directors. Its primary responsibilities are to set all executive officer compensation levels. In doing so, it establishes Ingram Micro’s executive compensation strategy, approves compensation program designs, establishes incentive goals, reviews and approves all cash and equity compensation awards for each executive officer, and monitors the overall use of equity for compensation programs at all organizational levels. The Committee reviews a broad range of human resource programs, including management development and succession planning programs, which comprises approximately 20% of its work. The Committee also approves compensation for our Section 16 officers.

 

Outside Advisors.  The Committee’s executive compensation advisor in 2007 was Frederic W. Cook & Co. (“Cook”), an independent executive compensation consulting firm which reports solely to the Committee. No member of the Committee or any NEO has any affiliation with Cook. The Committee periodically seeks input from Cook on a range of external market factors, including evolving executive compensation trends and general observations on the Company’s executive compensation programs. Cook also advises the Governance Committee of the Board of Directors on Board compensation matters for non-executive Board members. Cook provides no other services to the Company.

 

In addition, management engaged Hewitt Associates LLC (“Hewitt”), an independent human resources consulting firm, to prepare an executive compensation study that would provide objective, third-party market data on various executive compensation components, programs, and trends. The Committee asked Cook to review the Hewitt report and provide specific recommendations for consideration by the Committee.

 

Management Input to the Committee.  The Committee frequently requests management to assist in accomplishing its work, including requests for specific analyses to assist with decision making. The Ingram Micro Human Resources, Finance, and Legal departments work with the Committee Chair to help set meeting agendas and to coordinate the distribution of materials to the Committee in advance of its meetings. Generally, our Chief Executive Officer, President and Chief Operating Officer, Executive Vice President and Chief Financial Officer, Senior Vice President, Secretary and General Counsel, and Senior Vice President of Human Resources attend Committee meetings. In addition, the Committee frequently meets in executive session with no members of management present.

 

In addition, our Chief Executive Officer makes specific recommendations on the pay levels of subordinate executive officers and can make suggestions for the establishment of new or modification of existing executive compensation program designs. However, the Committee makes all final decisions regarding executive compensation matters and receives no recommendations from the Company on compensation of our Chief Executive Officer.

Committee Meetings.  Generally, at the last Committee meeting of each fiscal year, the following actions are reviewed and approved:

 

 

 

The primary focus in setting compensation levels is to approximate the competitive market by targeting the market median; the primary basis for making payouts is achievement of financial results aligned with shareholder interests. The Committee has established a program designed to keep it abreast of emerging trends and asks its consultant to report on these trends on a regular basis. This includes the use of equity compensation — including the prevalence of specific incentive vehicles, the goals used in incentive programs, and the relative importance of each component of compensation. In some cases, officer incentive opportunities have been adjusted from market for internal consistency but market practice is preeminent in setting overall compensation levels. Performance versus pre-established goals is the most important factor in making actual awards.

 

Benchmarking.  Generally, the Company uses benchmarks in determining executive officer compensation annually against a comparator group of companies. Ingram Micro management engages an executive compensation consulting firm to conduct a total compensation study of its executive officers. For 2007, Hewitt collected and reported the survey data which was then reviewed by Cook. Cook provided the Committee with its own analysis and conclusions to be drawn from the data and advised the Committee on setting appropriate compensation levels for Ingram Micro’s executive officers including the Chief Executive Officer.

 

The Company reviews the comparator group of companies each year. Historically, we have been challenged in defining an appropriate comparator group against which to benchmark our executive officers’ compensation. Although we have direct competitors, this is a small group, some of whom have revenue that is substantially less than Ingram. We have attempted to use a limited number of peer companies in the past to benchmark both our executive officer compensation and financial performance but obtained inconsistent results from year to year due to the small number of companies included in the peer group. As a result, we now use a subset of the Fortune 500 in Hewitt’s database, because it represents the relevant labor market from which we recruit executive talent. The Fortune comparator group for the 2006 report, which was used by the Committee in making compensation decisions for 2007, consisted of 189 non-financial companies in Hewitt’s database with the following characteristics:

 

 

These companies had the following median scope measures:

 

2006 Comparator Group (189 companies) ($ in millions)

 

 

The compensation report examined the competitiveness of Ingram Micro’s executive compensation programs in total and by each element of compensation (base pay, annual incentives, and long-term incentives). In doing so, generally, the Committee compared the value of each of Ingram Micro’s executive’s compensation elements against the median information available from the defined comparator group. The Committee generally targeted the 50th percentile of the median information available from the defined comparator group, and used this information as one of the factors in making compensation determinations. Benefits and perquisites were not included in the 2006 or 2007 reports as they represent an insignificant portion of our executive officer’s total remuneration.

 

The main elements of executive officer compensation are annual base salary, annual bonus and long-term equity-based incentives. The mix and proportion of these elements to total pay is benchmarked annually against the comparator group of companies for each NEO. The Committee, at its sole discretion, may make changes to the mix or relative weighting of each element based on benchmarking results or recommendations received from its independent outside advisor. The Committee reviews the total pay package of each NEO and takes into consideration the impact a change in one element may have on other elements and total pay. The following table illustrates these components, their objectives, and the form of payment:

 

Base Salary

 

Intent of Base Salary.  Base salaries are intended to compensate our NEOs for their service as senior members of our management team regardless of shareholder returns or Company performance relative to financial objectives. Salaries are considered an important element of compensation to attract and retain executive talent in an extremely competitive marketplace.

 

The process for the review of executive officer base salaries includes:

 

 

The Committee met in November 2006 and approved the following compensation actions effective for fiscal year 2007:

 

 

The Committee met in November 2007 and approved the following compensation actions effective for fiscal year 2008:

 

 

Messrs. Monié, Koppen, and Murai did not receive a salary increase for 2008 because Mr. Monié received a base salary increase in August 2007 in recognition of his promotion to the position of President and Chief Operating Officer, Mr. Koppen had announced his retirement, and Mr. Murai had announced his resignation.

Annual Incentives

 

Intent of the Annual Incentive Programs.  Ingram Micro’s 2007 annual Executive Incentive Award Program (annual bonus) provides for performance-based bonuses for our NEOs as well as for our management-level associates. The 2007 bonus program is based on Ingram Micro’s financial performance relative to its 2007 operating plan and is designed to encourage both profitability and the efficient use of capital, thus improving shareholder value. The primary purpose of providing annual incentives is to focus the executive team on the actions necessary to achieve Ingram Micro’s annual business operating plan. Payment is earned only if threshold levels of performance are met or exceeded, directly linking reward to accomplishment as executives are measured and rewarded on achievements within their control and responsibility.

 

The annual bonus program is intended to qualify for tax deductibility under Section 162(m) of the Code as performance-based plans.

 

Award Size Determination, Performance Metrics, and Weightings.  Each NEO has an incentive target established by the Committee as a percentage of base salary. The percentage approximates the median market practice of comparable positions based on the data from our Fortune 500 comparator group (see “Benchmarking” elsewhere in this proxy statement). In 2007, this percentage ranged from 55% up to 100% for our Chief Executive Officer.

 

For all Corporate and Regional NEOs (see definitions below), except Europe, the two performance metrics for the 2007 annual Executive Incentive Award Program were annual pretax earnings and monthly average working capital days. The use of those two metrics encourages executives to focus on profitable growth and effective capital use. In 2007, the earnings component was weighted more heavily than the working capital component because the Committee believed there were more opportunities to improve performance on earnings than working capital. Working capital days reflect accounts receivable days of sales outstanding plus days of sales of inventory on hand, less accounts payable days of purchases outstanding.

 

If a threshold level of pretax profit performance is not met (generally 67.5%-75.0% of the annual operating plan), no award is earned. The maximum award for significant overachievement of performance against pretax and working capital days targets (generally 130%-140% of operating plan pretax profit and 90.0% or less of operating plan working capital days) is two times the target incentive award.

 

On a pilot basis, for 2007, the annual Executive Incentive Award Program in our European Region used a single financial metric (economic profit) in lieu of pretax profit and working capital days. Economic profit is a metric that blends both the balance sheet and profitability drivers. Economic profit is defined as net operating profit after tax minus the product of invested capital times estimated cost of capital rate. In addition to the requirement to attain a threshold level of economic profit, no payout is earned unless the threshold level of pretax earnings is achieved. Further, if threshold levels of working capital days are not achieved, the earned bonus is reduced by 35%. The maximum award for significant overachievement of economic profit is two times the target incentive award.

 

The Impact of Individual, Business Unit, and Corporate Performance and Weightings.

 

Corporate Officers.  Under the terms of the 2007 Annual Executive Incentive Award Program, which we also refer to as the 2007 EIAP, the NEOs who have Company-wide responsibilities (the “Corporate NEOs”) (i.e., Messrs. Spierkel, Humes, and Murai) earned an award payment of 105.6% of their respective target awards. 80% of the earned award was based on the weighted average bonus payouts of each individual country or business unit (weighted on 2007 operating plan revenue). The weighted average payout for each country and business unit for 2007 was 106.4% resulting in an earned award of 85.1% on this portion. The remaining 20% of the earned award was based on the Company’s annual consolidated pretax profit and monthly average working capital days. The Company’s annual consolidated pretax profit and average monthly working capital days, as defined under the 2007 annual bonus program, of 24.4 for 2007 resulted in an achievement of 20.5% on this portion of the incentive program. Please refer to the following payout matrices for an illustration of this calculation.

 

Mr. Monié was promoted from the position of Executive Vice President and President, Ingram Micro Asia-Pacific, to his current position as President and Chief Operating Officer effective August 1, 2007. Therefore, the payment of his earned 2007 Annual Executive Incentive Award was prorated based on the number of months he

served in each of these positions. For the period of time he served as President, Ingram Micro Asia-Pacific, he earned a bonus equal to 192.4% of his target award under the Regional Officer program as described below. For the period he served as our President and Chief Operating Officer, he earned a bonus equal to 105.6% of his target award under the Corporate Officer program previously described. Following are the Corporate NEOs’ payout matrices for 2007:

 

2007 Annual Executive Incentive Award Program (Corporate Results)
A. Annual Consolidated Worldwide Pretax Profit = $383,062,000 = 11.1% of Award Earned
B. Average Monthly Worldwide Working Capital Days = 24.4 days = 9.4% of Award Earned
C. Weighted Worldwide Operating Unit Achievement X 80% = 85.1% of Award Earned
Total Award Earned = (A + B + C) = 105.6% of Target Award (See following tables)

 

A.  Consolidated Worldwide Pretax Profit Payout

 

 

PLUS (+)

 

B.  Average Monthly Worldwide Working Capital Days Payout

 

 

NOTE:  No payout is earned if the Company’s minimum Pretax Profit threshold is not achieved, even if the working capitals days target is achieved (i.e., threshold is 67.5% of 2007 plan pretax profit). Incentive Awards for pretax profit and working capital days achievement that fall between the minimum, target and maximums noted, will be interpolated on a straight-line basis.

 

PLUS (+)

 

C.  Sum of Operating Unit Payout

 

 

 

 

 

Regional NEOs.  Under the terms of the 2007 Annual Executive Incentive Award Program, NEOs who had responsibility for a given operating region (the “Regional NEOs”) (i.e., Messrs. Koppen and Maquet) earned an

award based on both individual country and business unit performance and aggregate regional performance for their respective regions. Similar to the Corporate Officer program, 80% of the earned award was based on the weighted average payout of each country or business unit in their respective region (weighted on 2007 operating plan revenue). The remaining 20% of their earned award was based on the aggregate pretax profit and working capital days (or economic profit in the European Region), for their respective region. Mr. Koppen earned an incentive award payment of 108.1% of his target award, and Mr. Maquet earned an incentive award payment of 143.5% of his target award.

 

Committee’s Exercise of Discretion.  The Committee has the ability to make discretionary adjustments to awards under the annual incentive plan but generally exercises this discretion only in exceptional circumstances when performance was impacted because of events outside the control of management, such as changes in accounting standards or to recognize and reward exceptional performance.

 

In exercising its discretion, the Committee approved the following exceptions in calculating the award payments under the 2007 Executive Incentive Award Program:

 

 

Long-Term Incentives

 

Intent of Long-Term Incentives.  Long-term incentives are an important component of our total compensation program and are intended to align the goals of our executives with those of our shareholders, increase shareholder value, and retain executive officers. We grant both stock options and performance-vesting restricted stock units because they reward and retain our officers in two ways. Stock options are awarded to align executive compensation directly to increases in the price of our common stock which reflects increased shareholder value. Options compensate our executives only if our stock price increases after the date of grant and the officer remains employed for the vesting periods. We consider options an effective incentive and retention tool because it motivates our officers to increase shareholder value and remain with the Company. We grant performance-vesting restricted stock units to provide:

 

 

Long-term incentives are granted under the 2003 Plan and the EIP, which were approved by shareholders. The EIP in conjunction with the 2003 Plan permits the granting of stock options, stock appreciation rights, restricted stock/units, performance shares, and cash awards.

 

Ingram Micro granted two types of long-term equity-based incentives to the executive officers in 2007: stock options with a three-year vesting schedule and a ten-year term, and performance-vesting restricted stock units with a three-year performance measurement period. The Committee approved the equity-based award values to be granted to each executive officer at a Committee meeting prior to their annual grant in January 2007.

 

 

The three-year targets for EPS growth rate and average ROIC are placed in a matrix which encourages prudent trade-offs between profitable growth and efficient use of capital. The performance targets (threshold, target, and maximum) are based on the Company’s three-year strategic plan, various historical external market comparison factors and other internal goals. The threshold performance targets for EPS growth rate and average ROIC are set to be highly achievable and, if achieved, result in an award of 10% of the target number of shares. Target performance is then based on the Company’s three-year strategic plan modified by various historical external market comparison factors and, if achieved, results in an award of 100% of the target number of shares. Maximum award levels require exceptional performance on both EPS and ROIC and is considered by management to be extremely difficult to achieve; however, if achieved, the payout earned is 200% the target number of shares. The matrix for 2007 is built to have more emphasis on ROIC until ROIC exceeds a target return rate and equal emphasis on EPS and ROIC after ROIC exceeds the target rate.

There are two other performance-vesting restricted stock programs that are currently in mid-cycle. The 2006 Executive Long-Term Performance Share Program (the “2006 EIP Program,” which has a 2006-2008 performance measurement period) and the 2008 Executive Long-Term Performance Share Program (the “2008 EIP Program,” which has a 2008-2010 performance measurement period). Both of these programs use the same performance metrics of EPS growth rate and average ROIC as the 2005 Cash LTIP and the 2007 Executive Long-Term Performance Share Program (the “2007 EIP Program,” which has a 2007-2009 performance measurement period). The earned awards, if any, under the 2006 EIP Program will be reported in next year’s proxy statement.

 

The results of the 2004 Cash LTIP (2004-2006 performance measurement period) have not been determined by the Committee as of March 31, 2008. Although the performance measurement period has ended, the performance metrics of EPS growth rate and average ROIC were set relative to a group of five peer companies. The information necessary to finalize these calculations has been delayed due to late reporting by one of the peer companies and was not available at the time the time this proxy was published. Upon the release of this company’s restated financial results, the Committee will make a determination regarding the payouts earned under this program, if any.

 

2007 Long-Term Incentive Awards.  In late 2006, the Committee finalized revisions to our process and procedures for granting equity awards to our executive officers:

 

 

 

 

The foregoing changes were made to conform to competitive norms and in recognition that United States-based officers do not participate in a Company-sponsored pension program and that the equity awarded to our executive officers is in some measure intended to provide retirement income.

 

Award Size Determination.  The Committee establishes the eligibility criteria for executive officers and key management personnel for these plans. For each participating executive officer, there is a target dollar value established as a percentage of each salary range mid-point that reflects competitive, market-median, long-term incentive award values. For the January 2007 share grants (stock options and performance-vesting restricted stock units), the target grant value for the NEOs ranged from 160% to 350% of their respective salary range midpoints.

 

Awards Timing and Determination.  As previously described, our NEOs receive an annual long-term incentive award grant of equity effective the first trading day in January of each calendar year.

 

 

Payment of Awards Under the 2005 Long-Term Executive Cash Incentive Award Program.  In 2007, the last 3-year cycle for the Long-Term Executive Cash Incentive Award Program (“Cash LTIP”) remained, covering the performance measurement period 2005-2007. Earned awards under the terms of the 2005 Cash LTIP were to be made in the form of cash. Beginning with the 2006 long-term incentive award grants, the Company implemented the EIP Program under which earned awards are paid in the form of restricted stock units. The 2005 Cash LTIP was based on the Company’s 2005 3-year strategic plan and various historical external market comparison factors. Under the terms of the 2005 Cash LTIP, awards are earned based on the Company’s achievement of predetermined EPS growth rate and average ROIC over the three-year measurement period of 2005-2007. Earned awards are paid in the year following the close of the measurement period upon approval of the Committee as to the Company’s performance against the predetermined 3-year goals. Achievement between matrix points is interpolated on a linear basis. The Company’s achievement over the applicable 3-year measurement period resulted in an earned award of 119.2% as illustrated below:

2005 CASH LTIP PERFORMANCE PAYOUT TABLE

 

(*Actual achievement for earned payout under the 2005 Cash LTIP was 119.2% as a result of achieving 3-Year Cumulative Compound Annual EPS Growth Rate of 20.2% and 3-Year Average ROIC of 10.2%)

 

 

 

Our Company adopted revised stock ownership guidelines in November 2007. These guidelines require that our Section 16 reporting officers hold from three to six times the value of their base salary in shares of Ingram Micro stock. The multiple of salary is determined by the salary grade for the position they hold. The target multiple of salary was established by the Committee based on a competitive market report of corporate ownership requirements prepared by its independent outside advisor and consideration of the equity values used in determining if the guidelines have been met. Mr. Spierkel’s target is 6 times his base salary. The target for Messrs. Monié, Murai, Humes and Koppen is four times their base salaries and Mr. Maquet’s target is three times his base salary. The NEOs are required to reach their share ownership target level by November 2012 or within five years of their appointment to their current position, whichever date occurs later. In determining if the ownership guidelines have been met, the following equity values will be included: shares held by the executive directly or through a broker, shares held jointly by the executive and his/her spouse, shares held by the executive’s spouse, shares held by the executive’s dependent children, shares held by the executive in a custodial account or irrevocable trust, shares held by the executive in the Company’s 401(k) plan and vested but unexercised in-the-money options granted to the executive. As of December 29, 2007, none of the executive officers had met their share ownership guideline. However, all officers were making progress towards achieving their ownership goals.

 

We do not use benefit programs or perquisites as a primary compensatory element or as an enhancement to executive officer compensation. In general, our executive officers participate in Ingram Micro’s broad-based health and welfare, life insurance, disability, and retirement programs for management employees. Perquisites are generally limited to home or mobile office computer and telecommunications equipment and services and a periodic health examination provided by the Company. NEOs who are on assignment outside of their home country (i.e., Messrs. Monié, Koppen and Maquet) may receive various expatriate assignment benefits and perquisites such as, goods and services allowances, transportation and housing allowances, educational allowances for accompanying dependent children plus various tax equalization and gross-up payments related to their assignments. The modest perquisites we provide to our NEOs are reported in further detail in footnote 6 to the “All Other Compensation” column in the “Summary Compensation Table” elsewhere in this proxy statement.

For U.S. executive officers, the Company offers participation in a 401(k) plan with Company-matching contributions as the only qualified retirement program. In addition, Ingram Micro offers all US highly compensated employees (“HCEs”), as defined annually by the Internal Revenue Service (“IRS”), an opportunity to participate on a voluntary basis in our Supplemental Investment Savings Plan (“Supplemental Plan”), a non-qualified deferred compensation arrangement. In general, the Supplemental Plan operates to restore 401(k) plan benefits, including Company matching contributions that were reduced or limited by IRS regulations.

 

Mr. Murai is a Canadian citizen and elected not to participate in the Company-sponsored 401(k) plan or the Supplemental Plan. As a result, the Company entered into a deferred compensation arrangement with Mr. Murai that provides him the same opportunity to defer compensation and receive Company matching contributions as other U.S. executive officers who participate in these programs.

 

Mr. Monié is a French citizen and continued to participate in the French social insurance programs which the Company paid for through September 2007 and which is noted under Other Compensation in the Summary Compensation Table. Effective with his promotion to President and Chief Operating Officer and his transfer from Singapore to the United States, the Company ceased contributing to the French social insurance programs on his behalf.

 

Mr. Maquet is also a French citizen and continues to participate in the French social insurance programs which the Company paid for in 2007. In addition, prior to his relocation and assignment to the United States, he participated in the Ingram Micro France SARL profit sharing program. As part of his expatriate assignment, the Company agreed to pay him what he would have received under the Ingram Micro France SARL profit sharing program had he remained an employee of Ingram Micro France SARL. The amount of the French social insurance payments and the profit sharing program payments are noted under Other Compensation in the Summary Compensation Table.

 

Relocation Assistance Arrangements.  Because we are a global company, we recruit executives globally. We also provide career development opportunities and promotions by moving our executives to locations throughout the world. We have an International Expatriate Assignment Policy applicable to associates working for Ingram Micro who are transferred from their home country of residence and placed on an international assignment for a specified period of time and whom management has approved to be covered by this policy. We generally provide assistance relating to such relocation, including travel costs, home leave for the associate and the associate’s family, reimbursements for necessary work and residency permits, disposition of home country automobile, transportation, and storage of household goods and personal effects, cost of living allowances, relocation and housing assistance, reimbursements for customary and reasonable transaction expenses, dependent education costs, and tax preparation services.

 

In addition, Ingram Micro’s International Assignment Tax Equalization Policy is intended to eliminate tax inequities or benefits that normally result from accepting a temporary expatriate foreign assignment. Ingram Micro associates covered under this policy will be provided tax equalization benefits. Accordingly, such associate will not recognize any income tax-related financial losses or gains as a result of an international assignment. In order to ensure that the associate pays no more or no less tax as a result of an international assignment, the associate will be responsible for a “stay-at-home” tax liability, an estimate of the home country tax the associate would have paid had he or she remained in the home country. To assist the associate in meeting the stay-at-home tax liability, an estimated amount of tax is withheld from the associate’s pay each pay period (hypothetical tax). In general, if upon final determination of the associate’s actual stay-at-home tax for a given tax year, the total actual stay-at-home tax exceeds the hypothetical tax that was withheld from the associate’s pay for that tax year, the associate will reimburse Ingram Micro for the difference. If the actual stay-at-home tax is less than the associate’s hypothetical tax withheld, Ingram Micro will reimburse the associate for the difference.

 

Mr. Monié is a French citizen whom we relocated to Singapore upon his employment in 2003. In August 2007, we promoted him to the position of President and Chief Operating Officer and relocated him from Singapore to our corporate offices in the United States. Because Mr. Monié was relocating to the United States indefinitely, the Committee decided to provide him with various one time payments that are included in the Summary Compensation Table as Bonus and Other Compensation in order to localize his compensation package and consider him as a U.S. associate (local national) for compensation purposes. As a result, in addition the normal relocation benefits

available under our International Expatriate Assignment Policy, Mr. Monié received a one-time $2 million relocation bonus to assist in the purchase of a home in Southern California and to partially mitigate the increased tax rates under both U.S. federal and California state income taxes. Of the $2 million relocation bonus, $1 million is subject to a three-year “claw back provision.” Should Mr. Monié voluntarily terminate his employment with Company within three years of his appointment, he has agreed to repay the Company $1 million within 30 days of his resignation. In addition, Mr. Monié and the Company agreed that he would be responsible for the payment of his personal income taxes on the first $1.6 million of the $2 million relocation bonus at a maximum rate of 20% and that the Company would pay any residual income taxes due and the taxes due on such payment.

 

Mr. Maquet, a French citizen, was promoted to the position of Senior Vice President and President of the Company’s Latin America Region in March 2005. Upon his appointment to this position, we relocated him from France to Miami, Florida. As an expatriate, Mr. Maquet is tax equalized to France and continues to participate in the French voluntary social programs — medical, unemployment, and pension benefits. He receives a housing allowance, dependent education reimbursement, and home leave as reported under the “Other Compensation” column in the Summary Compensation Table” elsewhere in this proxy statement.

 

Change-in-Control Agreements.  Ingram Micro does not have any arrangements with any executive officer that provide for payments at, following, or in connection with a change in control of Ingram Micro. Upon a change in control, the Committee at its sole discretion may waive, shorten, or terminate any restriction period imposed on stock options, performance shares, or awards under the various long-term incentive programs.

 

Executive Officer Severance Policy.  In October 2003, after a review of competitive practices, the Committee adopted the Executive Officer Severance Policy (the “Severance Policy”). The Severance Policy applies to our Chief Executive Officer and our executive officers elected by the Board of Directors who report to either the Chief Executive Officer or Chief Operating Officer (which includes all the NEOs). Under the terms of the Severance Policy, executive officers may be entitled to certain severance benefits if their employment is terminated by the Company without “cause” and certain conditions are satisfied.

 

In such cases, subject to execution of a release and covenant agreement satisfactory to the Company, eligible executive officers will be entitled to the severance benefits described in the “Potential Payments on Termination or Change in Control” section of this report. In general, our NEOs are eligible for separation pay equal to one-twelfth the sum of their annual base salary and target annual bonus multiplied by their full years of service with the Company, with a minimum payment equivalent to one year’s base salary and target annual bonus.

 

Hans Koppen.  We entered into executive retention agreements in 2001 with each of Messrs. Spierkel, Murai, and Koppen and amended Mr. Koppen’s agreement in 2003 (the “Retention Agreements”). These agreements, as amended, provided that if the executive remained employed by us through March 1, 2006, the executive would be entitled to a lump sum cash retention payment of $2.5 million. The executive is not entitled to receive any payment if his employment is (1) terminated by the executive’s resignation for any reason other than his disability prior to March 1, 2006, or (2) terminated by us for cause or for not accepting a transfer of his principal office location to our then corporate headquarters or any of our then regional headquarters, in either case, prior to March 1, 2006.

 

Since these contingencies for nonpayment did not occur and Messrs. Spierkel, Murai and Koppen remained employed in good standing with Ingram Micro through March 1, 2006, they were entitled to receive such lump sum cash retention payments. Pursuant to Ingram Micro’s agreement with Mr. Koppen, the Committee at its sole discretion, deferred payment of the award to Mr. Koppen until the year Mr. Koppen’s employment with Ingram Micro terminated, or solely at the Committee’s election to an earlier date. The Committee agreed that Mr. Koppen’s award would be credited with earnings at 10% per year, compounded daily, until paid. This above market interest rate was deemed appropriate by the Committee in recognition of the fact that Mr. Koppen was entitled to receive payment in March 2006 under the terms of the Retention Agreements and that the Committee at its sole discretion took action to delay said payment.

On November 9, 2007, the Company entered into a retirement agreement with Mr. Koppen wherein Mr. Koppen resigned as an officer of the Company effective as of November 30, 2007, and agreed to serve thereafter as an employee of the Company until March 7, 2008. Mr. Koppen’s deferred retention bonus in the amount of $3,019,321 (including accrued interest) was paid to him in January 2008. Under the terms of the Retirement Agreement, Mr. Koppen was also guaranteed a minimum payment of 100% of his target bonus for the 2007 program year. In addition, the Retirement Agreement provided for the continued vesting of stock options granted to Mr. Koppen on January 3, 2007, in accordance with their original vesting schedule, and that Mr. Koppen would have up to five years from the effective date of his retirement from the Company to exercise vested stock options.

 

Alain Maquet.  We relocated Mr. Maquet from France to the United States in 2005 as our Senior Vice President and President, Ingram Micro Latin America. We also agreed with Mr. Maquet that the terms of his French employment contract will not be applicable while he serves as the Company’s Senior Vice President and President, Ingram Micro Latin America. However, we agreed that in accordance with his French employment contract, Mr. Maquet or the Company (for any reason other than cause) is required to provide the other with six months notice prior to termination. We also agreed that should Mr. Maquet be terminated for any reason other than cause during his assignment, Ingram Micro will repatriate Mr. Maquet and his family to France under similar relocation terms and conditions. In addition, the Company agreed that severance benefits under his original French employment contract would be reinstated and he would be provided severance pay equal to thirty months of average salary (defined as base salary and target bonus), which amount will be increased by one month of average salary for every year of service after January 1, 2007.

 

Ingram Micro has no other special, one-time, nonrecurring, or other compensation payments or arrangements with any NEO.

 

It is Ingram Micro’s practice to attempt to ensure, to the extent consistent with the Company’s interests, the deductibility of compensation to the degree possible under Internal Revenue Code Section 162(m) (“162(m)”). Incentive awards paid to NEOs (annual bonus and long-term incentives) are intended to be performance-based in accordance with the requirements of 162(m), but the Committee may decide to forgo 162(m) deductibility if it determines that doing so is in the best interest of the Company and the incremental cost would not be significant.

 

Base salary is targeted at median market levels and may in the future exceed the Section 162(m) limit for deductibility. Ingram Micro reserves the right to provide non-deductible compensation in the future as deemed necessary or appropriate to meet Ingram Micro’s needs.

 

Due to the estimated prorated payments made to Mr. Monié prior to his departure from Singapore, all compensation paid to him under the 2007 Executive Incentive Award Program and the 2005 Long-Term Executive Cash Incentive Award Program, as well as the $2 million relocation bonus are not considered performance-based compensation and therefore, to the extent they exceed the $1 million ceiling, are not tax deductible compensation under 162(m).

 

None of the members of the Committee had any “interlock” relationship to report during our fiscal year ended December 29, 2007.

 

The following table sets forth information concerning total compensation earned or paid to our NEOs who served in such capacities as of December 29, 2007 for services rendered to us during the fiscal year ended December 29, 2007 and one other highly compensated associate who was not an executive officer on December 29, 2007 but whose total compensation requires his inclusion.

 

 

 

 

 

All Other Compensation Table

 

 

 

(a)		Company Contributions to Qualified and Non-Qualified Savings Plan — Includes employer contributions to retirement plans.
(b)		Health/Welfare Benefits — Includes executive physicals, executive long term disability premiums, expatriate international health and life insurance premiums, French social insurance contributions including pension, voluntary and complimentary contributions and benefit plans in kind, as applicable.
(c)		Expatriation Compensation — Includes foreign assignment pay, repatriation expenses, property management expenses, allowances for goods and services, housing, auto, utilities, storage, parking, dependent education and home leave, as applicable.
(d)		Foreign Taxes Paid/Tax Settlements — Includes host country tax payments paid by the Company and tax settlements received by the Company and returned to the executive.
(e)		Relocation Expenses — Includes relocation allowance, travel to new location, lodging, meals, storage, broker commission on the purchase or sale of home and shipment of household goods.
(f)		Gross-ups — Includes all amounts reimbursed during the fiscal year for the payment of taxes.
(g)		Miscellaneous — Includes dependent travel, tax preparation fees, home office expenses and exchange rate adjustments, as applicable.

 

 

The following table provides information relating to plan-based awards granted to the NEOs during the fiscal year ended December 29, 2007.