Ingram Micro (INGM) investors approve board slate, pay plan and PwC audit

Rhea-AI Filing Summary

Ingram Micro Holding Corporation reported the results of its annual stockholder meeting held on May 13, 2026. Stockholders elected Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, and Eric Worley as directors to serve until the 2029 annual meeting or until successors are elected and qualified.

Stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers, with 219,651,345 votes for, 904,467 against, and 2,727 abstentions, plus 3,322,053 broker non-votes. In addition, stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director vote – Bryan Kelln: 209,479,038 for; 11,079,501 withheld; 3,322,053 broker non-votes Director vote – Sharon Wienbar: 219,807,986 for; 750,553 withheld; 3,322,053 broker non-votes Say-on-pay advisory vote: 219,651,345 for; 904,467 against; 2,727 abstain; 3,322,053 broker non-votes +2 more

5 metrics

Director vote – Bryan Kelln 209,479,038 for; 11,079,501 withheld; 3,322,053 broker non-votes Election of directors at annual meeting on May 13, 2026

Director vote – Sharon Wienbar 219,807,986 for; 750,553 withheld; 3,322,053 broker non-votes Election of directors at annual meeting on May 13, 2026

Say-on-pay advisory vote 219,651,345 for; 904,467 against; 2,727 abstain; 3,322,053 broker non-votes Advisory vote on executive compensation

Auditor ratification vote 222,950,143 for; 926,431 against; 4,018 abstain Ratification of PwC as auditor for fiscal 2026

Meeting date May 13, 2026 Date of annual meeting of stockholders (held virtually)

Key Terms

broker non-vote, advisory vote on executive compensation, independent registered public accounting firm, annual meeting of stockholders, +1 more

5 terms

broker non-vote financial

"Name | For | Withheld | Broker Non-Vote"

advisory vote on executive compensation financial

"Proposal 2 – Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of stockholders financial

"held its annual meeting of stockholders virtually"

emerging growth company regulatory

"Emerging growth company o o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

FALSE000189776200018977622026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 14, 2026

__________________________

INGRAM MICRO HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

__________________________

Delaware			001-42384			86-2249729
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

3351 Michelson Drive, Suite 100, Irvine, CA 92612

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (714) 566-1000

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Common Stock, $0.01 Par Value

INGM

New York Stock Exchange

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 May 13, 2026, Ingram Micro Holding Corporation (“Ingram Micro” or the “Company”) held its annual meeting of stockholders virtually. The Company’s stockholders considered and voted upon three matters at the meeting, with final voting results as follows:

Proposal 1 – Election of Directors

The Company’s stockholders elected each of Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, and Eric Worley to serve as a director of the Company until the 2029 annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified.

Name			For			Withheld			Broker Non-Vote
Bryan Kelln			209,479,038			11,079,501			3,322,053
Mary Ann Sigler			208,569,610			11,988,929			3,322,053
Sharon Wienbar			219,807,986			750,553			3,322,053
Eric Worley			208,980,685			11,577,854			3,322,053

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
219,651,345			904,467			2,727			3,322,053

Proposal 3 – 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 2026.

For			Against			Abstain
222,950,143			926,431			4,018

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: May 14, 2026

FAQ

What did Ingram Micro (INGM) stockholders decide at the 2026 annual meeting?

Stockholders elected four directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026. These outcomes continue the company’s existing governance and oversight structures without introducing new strategic actions.

Which directors were elected at Ingram Micro’s 2026 annual meeting?

Stockholders elected Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, and Eric Worley as directors. Each will serve until the 2029 annual meeting or until a successor is duly elected and qualified, indicating continuity in the board’s current composition and leadership oversight.

How did Ingram Micro (INGM) stockholders vote on executive compensation?

Stockholders approved the compensation of named executive officers on an advisory basis, with 219,651,345 votes for, 904,467 against, and 2,727 abstentions, plus 3,322,053 broker non-votes. This shows broad support for the company’s current executive pay programs and policies.

Was PricewaterhouseCoopers LLP reappointed for Ingram Micro’s 2026 audit?

Yes, stockholders ratified PricewaterhouseCoopers LLP as Ingram Micro’s independent registered public accounting firm for fiscal year 2026. The vote totaled 222,950,143 for, 926,431 against, and 4,018 abstentions, maintaining continuity in the company’s external audit relationship and financial reporting oversight.

What were the vote totals for Ingram Micro’s director elections in 2026?

Vote totals varied by nominee. For example, Sharon Wienbar received 219,807,986 votes for and 750,553 withheld, while others such as Bryan Kelln received 209,479,038 for and 11,079,501 withheld, with 3,322,053 broker non-votes recorded on each director proposal.

Did Ingram Micro (INGM) report any major transactions in this 8-K?

No major transactions were described. The 8-K focuses on annual meeting results: director elections, an advisory vote on executive compensation, and ratification of the independent registered public accounting firm, reflecting routine corporate governance matters rather than new business deals or financings.

Filing Exhibits & Attachments

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