DEF: Ingram Micro Holding Corporation Announces 2025 Annual Meeting of Stockholders

Ingram Micro Holding Corporation will hold its 2025 Annual Meeting of Stockholders virtually on June 4, 2025, to vote on the election of directors, executive compensation, and the ratification of the independent auditor.

Summary

• Ingram Micro Holding Corporation will hold its 2025 Annual Meeting of Stockholders virtually on June 4, 2025.
• Stockholders of record as of April 10, 2025, are entitled to vote on four proposals.
• The proposals include the election of four directors to a three-year term expiring in 2028, an advisory vote on executive compensation, an advisory vote on the frequency of say-on-pay votes, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 27, 2025.
• The Board of Directors recommends voting FOR the director nominees, FOR Proposals 2 and 4, and ONE YEAR for Proposal 3.
• Platinum Equity, LLC, which acquired Ingram Micro in July 2021, retains approximately 90% of the voting power of the Company's outstanding common stock.
• The company completed an initial public offering (IPO) in October 2024 and is considered a controlled company under NYSE standards.
• The Board consists of thirteen members divided into three classes serving staggered three-year terms.
• The company has established three standing committees: an audit committee, compensation committee, and nominating and corporate governance committee.
• The company has established targets for reducing greenhouse gas (GHG) emissions and waste in its operations.
• In December 2024, Ingram Micro received approval from the Science Based Targets initiative for its near-term climate targets, including its goal to reduce absolute Scope 1 and 2 GHG emissions by 90% by 2030, using a 2022 base year.
• In early 2024 and again in early 2025, EcoVadis gave Ingram Micro a Platinum medal rating, reserved for the top one percent of the more than 125,000 companies on its platform.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the company's commitment to ethical standards, sustainability, and cybersecurity.

Positives

• The Board of Directors is comprised of individuals with diverse perspectives and a mix of skills, experience, and backgrounds.
• The company is committed to maintaining ethical and legal standards.
• The company has adopted an insider trading policy and a Code of Conduct.
• The company has a sustainable impact program overseen by an executive steering committee.
• Ingram Micro received approval from the Science Based Targets initiative for its near-term climate targets, including its goal to reduce absolute Scope 1 and 2 GHG emissions by 90% by 2030, using a 2022 base year.
• EcoVadis gave Ingram Micro a Platinum medal rating, reserved for the top one percent of the more than 125,000 companies on its platform.

Negatives

• As a controlled company, Ingram Micro is exempt from certain NYSE corporate governance requirements, such as having a majority of independent directors.
• Platinum Equity retains significant control with approximately 90% of the voting power.

Risks

• The company's business operations rely on the secure processing, storage, integrity, and transmission of business-critical information, making it vulnerable to cybersecurity risks.
• The company is subject to risks and exposures related to strategy, finance, and execution; risks associated with major acquisitions; CEO succession planning; crisis response; cybersecurity; sustainability considerations; and other matters that could pose significant risks to the Company.

Future Outlook

The company intends to continue to pay quarterly cash dividends subject to capital availability and periodic determinations made by our Board that cash dividends are in the best interests of our stockholders.

Industry Context

This announcement reflects standard corporate governance practices for publicly traded companies, particularly those with controlling shareholders. The focus on sustainability and cybersecurity aligns with current industry trends and stakeholder expectations.

Comparison to Industry Standards

• The company's executive compensation practices are benchmarked against a peer group of 17 publicly traded companies, including Arrow Electronics, Avnet, CDW, and Insight Enterprises.
• The company's commitment to sustainability is reflected in its participation in the Environmental Protection Agency's SmartWay Program, similar to other companies focused on reducing their environmental impact.
• The company's cybersecurity governance framework, including regular briefings to the Board and Audit Committee, aligns with industry best practices for managing cybersecurity risks.

Management Changes

Corporate Governance

Related Party Transactions

• The company entered into an Investor Rights Agreement with Platinum in connection with the IPO.
• The Advisory Agreement with Platinum Advisors was terminated upon the consummation of the IPO in October 2024.
• The company declared and paid a dividend to our then-current stockholders, including the Platinum Stockholder, of approximately $1.75 billion on April 29, 2022.

Stakeholder Impact

• The election of directors and advisory votes on executive compensation directly impact shareholders.
• The company's commitment to sustainability and ethical standards can positively impact employees, customers, and suppliers.
• The company's cybersecurity measures aim to protect sensitive data and maintain trust with customers and partners.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board will consider the outcome of the advisory vote on executive compensation when reviewing the company's compensation program and policies.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, PricewaterhouseCoopers, Platinum Equity, corporate governance, cybersecurity, sustainability, stockholders, Ingram Micro