SEC Form 8-K filed by Ingram Micro Holding Corporation
$INGM
Retail: Computer Software & Peripheral Equipment
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 4, 2025
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(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (714) 566-1000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2025, Ingram Micro Holding Corporation (“Ingram Micro” or the “Company”) held its annual meeting of stockholders virtually. The Company’s stockholders considered and voted upon four matters at the meeting, with final voting results as follows:
Proposal 1 – Election of Directors
The Company’s stockholders elected each of Craig Ashmore, Christian Cook, Leslie Heisz, and Alain Monié to serve as a director of the Company until the 2028 annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified.
| Name | For | Withheld | Broker Non-Vote | ||||||||
| Craig Ashmore | 219,236,912 | 12,953,452 | 1,765,409 | ||||||||
| Christian Cook | 219,154,173 | 13,036,191 | 1,765,409 | ||||||||
| Leslie Heisz | 227,838,728 | 4,351,636 | 1,765,409 | ||||||||
| Alain Monié | 219,238,733 | 12,951,631 | 1,765,409 | ||||||||
Proposal 2 – Advisory Vote on Executive Compensation
The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 231,113,490 | 1,075,605 | 1,269 | 1,765,409 | ||||||||
Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s stockholders voted to approve, on an advisory basis, a frequency of “one year” for future advisory votes on the compensation of the Company’s named executive officers.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||||||||
| 232,172,814 | 2,542 | 12,712 | 2,296 | 1,765,409 | ||||||||||
In consideration of the stockholders’ vote, and consistent with the recommendation of the board of directors, the board of directors has determined that, going forward, the Company will hold an advisory vote on the compensation of its named executive officers on an annual basis.
Proposal 4 – Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
For | Against | Abstain | Broker Non-Vote | ||||||||
| 233,842,087 | 111,459 | 2,227 | 0 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INGRAM MICRO HOLDING CORPORATION | |||||
By: | /s/ Augusto Aragone | ||||
Name: | Augusto Aragone | ||||
Title: | Executive Vice President, Secretary and General Counsel | ||||
Date: June 9, 2025