---

---

---

---

•	By Internet.  If you have Internet access, you may submit your proxy from any location in the world by following the “Vote by Internet” instructions on the proxy card. The deadline for voting electronically is 3:00 a.m. (Pacific Time) on June 4, 2014.

•	By Telephone.  You may submit your proxy by following the “Vote by telephone” instructions on the proxy card. The deadline for voting by telephone is 3:00 a.m. (Pacific Time) on June 4, 2014.

•

In Writing.  You may do this by signing your proxy card and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign, but do not provide instructions, we will follow the Board’s recommendations and vote your shares as described in the section entitled “Proposals You Are Asked to Vote on and the Board’s Voting Recommendation” below. The deadline for voting by mail is 3:00 a.m. (Pacific Time) on June 4, 2014 (your proxy card must be received by that time).

---

---

---

---

---

•	$430,000 for the non-executive Chairman of the Board;

•	$240,000 for the Audit Committee chair;

•	$215,000 for other Audit Committee members;

•	$235,000 for the Human Resources Committee chair, $230,000 each for the Governance Committee chair and the Information Technology Committee Chair, and $220,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and

•	$210,000 for all other directors.

•	The maximum amount of the cash retainer that may be selected annually is as follows:

•	$170,000 for the non-executive Chairman of the Board;

•	$110,000 for the Audit Committee chair;

•	$85,000 for other Audit Committee members;

•	$105,000 for the Human Resources Committee chair, $100,000 each for the Governance Committee chair and the Information Technology Committee chair, and $90,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and

•	$80,000 for all other directors.

•	The only minimum cash retainer is for Audit Committee members and other committee chairs who must select the following minimum amount of the cash retainer annually (subject to adjustment for partial years of service):

•	$30,000 for the Audit Committee chair;

•	$5,000 for other Audit Committee members; and

---

•	$25,000 for the Human Resources Committee chair, $20,000 each for the Governance Committee chair and the Information Technology Committee chair, and $10,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee.

(1)

Since the information required to be disclosed under these columns are the amounts equal to the grant date fair value of the awards determined pursuant to ASC 718, these amounts may not conform to the exact dollar value described in the policy above used to determine the number of shares subject to equity awards granted to our Board members. See notes 2 and 12 to Ingram Micro’s consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended

---

(2)	Mr. Atkins was eligible to receive annual Board compensation in the amount of $215,000 (reflecting his service as a member of the Audit Committee), of which he elected to receive $85,000 in cash and $130,000 in restricted stock units.

(3)	Ms. Heisz was eligible to receive annual Board compensation in the amount of $240,000 (reflecting her service as Chair of the Audit Committee), of which she elected to receive $110,000 in cash and $130,000 in restricted stock units. Ms. Heisz deferred receipt of her restricted stock units until her retirement from the Board.

(4)	Mr. J. Ingram was eligible to receive annual Board compensation in the amount of $210,000, of which he elected to receive $80,000 in cash and $130,000 in restricted stock units.

(5)	Mr. O. Ingram was eligible to receive annual Board compensation in the amount of $210,000, of which he elected to receive $80,000 in cash and $130,000 in stock options.

(6)	Dr. Laurance was eligible to receive annual Board compensation in the amount of $430,000 (reflecting his service as Chairman of the Board), of which he elected to receive all $430,000 in restricted stock units. Dr. Laurance deferred receipt of his restricted stock units until his retirement from the Board.

(7)	Ms. Levinson was eligible to receive annual Board compensation in the amount of $235,000 (reflecting her service as Chair of the Human Resources Committee), of which she elected to receive $105,000 in cash and $130,000 in restricted stock units.

(8)	Mr. McGregor was eligible to receive annual Board compensation in the amount of $235,000 (reflecting his service as a member of the Audit Committee and as Chair of the Governance Committee), of which he elected to receive $105,000 in cash and $130,000 in restricted stock units.

(9)

Mr. Oosterman joined the Board on September 18, 2013 and was eligible to receive Board compensation in the amount of $70,000, of which he elected to receive all $70,000 in restricted stock units. Mr. Oosterman deferred receipt of his restricted stock units until his retirement from the Board. The restricted stock units disclosed under “Stock Awards” were granted on October 1, 2013 and restrictions lapsed on December 31, 2013. The closing price of Ingram Micro stock on October 1, 2013 was $23.64.

(10)

Mr. Read resigned from the Board on September 17, 2013 and was eligible to receive annual board compensation in the amount of $161,250, of which he elected to receive $63,750 in cash and $97,500 in restricted stock. This represents nine-twelfths of the board compensation he would have been eligible to receive had he served on the Board for the full 2013 year. The remaining shares were canceled when he resigned his position from the Board. The compensation he received as an executive director is set forth in the Summary Compensation Table.

(11)	Mr. Smith was eligible to receive annual Board compensation in the amount of $215,000 (reflecting his service as a member of the Audit Committee), of which he elected to receive $85,000 in cash and $130,000 in restricted stock.

(12)

Mr. Wyatt was eligible to receive annual Board compensation in the amount of $225,000 (including $220,000 due to his service as Chair of the Executive Committee for half the year and as Chair of the Information Technology Committee for half the year and an additional $5,000 due to his service as a member of the Audit Committee), of which he elected to receive $95,000 in cash and $130,000 in stock options.

(13)	The table below shows the aggregate numbers of equity awards outstanding for each non-employee director as of December 28, 2013, the last day of our 2013 fiscal year. All unvested equity awards shown in the table below vested on December 31, 2013.

---

*	Member

---

•

Outside Advisors to the Human Resources Committee. The executive compensation advisor engaged by the Human Resources Committee continues to be Frederic W. Cook & Co., Inc. (“Cook”), an independent executive compensation consulting firm which reports solely to the Human Resources Committee. No member of the Human Resources Committee or of management has any affiliation with Cook. The Human Resources 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 has also advised the Governance Committee of the Board on Board compensation matters for non-management Board members. Cook does not provide any other services to the Company or management. The Human Resources Committee has determined that there are no conflicts of interest with Cook’s work for the Committee.

•

Management Input to the Human Resources Committee. The Human Resources 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 Human Resources 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, our President and Chief Operating Officer, our Chief Financial Officer, Executive Vice President, Secretary and General Counsel, and Executive Vice President of Human Resources attend Committee meetings. Management does not make any recommendations to the Human Resources Committee on compensation of the CEO. In addition, no members of management are present during the Human Resources Committee’s deliberations on CEO compensation. The Human Resources Committee frequently meets in executive session with no members of management present.

---

•	Human Resources Committee Meetings. The Human Resources Committee’s process and decision-making regarding 2013 executive compensation are further described under “Compensation Discussion and Analysis” below.

---

---

•

For Mr. Atkins, as a seasoned finance and accounting executive, including in his former role as Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company in San Francisco, California, in his prior roles as Executive Vice President and Chief Financial Officer of New York Life Insurance Company in New York and as Executive Vice President and Chief Financial Officer of New Jersey-based Midlantic Corporation;

•

For Ms. Heisz, as an experienced investment banking and finance executive, including in her role as former managing director of the Los Angeles office of Lazard Freres & Co., where she provided strategic financial advisory services for clients in a variety of industries, as 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 as well as leveraged finance, as a vice president at Salomon Brothers, and as a senior consultant at Price Waterhouse; and

•	For Mr. McGregor, as a seasoned executive with active supervisory experience of financial and accounting functions, including as President and Chief Executive Officer of Broadcom Corporation and President and Chief Executive Officer of Philips Semiconductor.

---

•	confidentially or anonymously through the Company’s Hotline, 1 (877) INGRAM2, or 1 (877) 464-7262; or

•

by writing to the Board of Directors. The Corporate Secretary will promptly forward such interested person communications so received to the Company’s Board of Directors, to the individual director or directors to whom the communication was addressed or to other appropriate departments or outside advisors, depending on the nature of the concern. Interested persons who wish to communicate directly with the Board of Directors may do so by writing to our Corporate Secretary, Worldwide Legal Department, Ingram Micro Inc., 1600 East Saint Andrew Place, Santa Ana, California 92705.

---

*	Represents less than 1% of our outstanding common stock.

(1)	Treasury shares are not included when calculating percent of class of common stock.

(2)

The following table shows the number of shares of our common stock beneficially owned by our current directors, our named executive officers and our current directors and current executive officers as a group in respect of: (i) vested options, (ii) options that vest within 60 days of March 12, 2014, (iii) shares of common stock held by Fidelity Management Trust Company as administrator of the Ingram Micro 401(k) Plan, based on information received from such administrator as of December 31, 2013, and (iv) shares of common stock held by New York Life Retirement Plan Services as record keeper and custodian of the Ingram 401(k) Plan administered by The Ingram 401(k) Committee, based on information received from such administrator as of December 31, 2013.

---

(3)	Excludes 162,695, 44,861, 7,450, and 2,962 restricted stock units owned by Dr. Laurance, Ms. Heisz, Ms. Levinson, and Mr. Oosterman, respectively, which are vested, but for which settlement is deferred and will not occur within 60 days of March 12, 2014.

(4)	Mr. J. Ingram and Mr. O. Ingram are trustees of the E. Bronson Ingram QTIP Marital Trust (the “QTIP Trust”), and accordingly each can be deemed to be the beneficial owner of shares held by the QTIP Trust.

(5)	Includes 3,099,259, 3,099,259 and 3,099,259 shares, for Mr. J. Ingram, Mr. O. Ingram, and all executive officers and directors as a group, respectively, which shares are held by various trusts or foundations of which these individuals are trustees or where such individuals could each be deemed to be the beneficial owner of the shares.

(6)	This information was obtained from the Schedule 13G filed with the SEC on February 11, 2014 by AJO, LP, 230 S. Broad St., 20th Floor, Philadelphia, Pennsylvania 19102, representing shares held as of December 31, 2013. AJO, LP reports sole voting power with respect to 5,388,170 shares and sole dispositive power with respect to 9,641,070 shares.

(7)

This information was obtained from the Schedule 13G filed with the SEC on March 24, 2014 by Artisan Partners Limited Partnership (“APLP”), representing shares held as of March 12, 2014. APLP reports shared voting power with respect to 9,827,278 shares and shared dispositive power with respect to 10,070,016 shares, of which Artisan Partners Funds, Inc. (“Artisan Funds”) has shared voting power and shared dispositive power with respect to 7,614,962 shares. Each of Artisan Investments GP LLC, the general partner of APLP (“Artisan Investments”), Artisan Partners Holdings LP, the sole limited partner of APLP and the sole member of Artisan Investments (“Artisan Holdings”), and Artisan Partners Asset Management Inc., the general partner of Artisan Holdings (“APAM”), have shared voting power with respect to 9,827,278 shares owned by APLP and shared dispositive power with respect to 10,070,016 shares owned by APLP. APLP, Artisan Investments, Artisan Holdings, APAM, and Artisan Funds are all located at 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202.

(8)	This information was obtained from the Schedule 13G filed with the SEC on January 29, 2014 by BlackRock, Inc. (“BlackRock”), 40 East 52nd Street, New York, New York 10022, representing shares held as of December 31, 2013. BlackRock reports sole voting power with respect to 9,735,061 shares and sole dispositive power with respect to 10,416,390 shares.

(9)	This information was obtained from the Schedule 13G filed with the SEC on February 10, 2014 by Donald Smith & Co., Inc. and Donald Smith Long/Short Equities Fund, L.P., 152 West 57th Street, New York, New York 10019, representing

---

(10)

This information was obtained from the Schedule 13G filed with the SEC on February 14, 2014 by FMR LLC ("FMR"), 245 Summer Street, Boston, Massachusetts 02210, representing shares held as of December 31, 2013. FMR reports sole voting power with respect to 3,541,323 shares and sole dispositive power with respect to 17,565,145 shares. FMR’s shares include 14,024,029 shares held by Fidelity Management & Research Company, 245 Summer Street, Boston, Massachusetts 02210, which is a wholly-owned subsidiary of FMR, 220 shares held by Strategic Advisers, Inc., 245 Summer Street, Boston, Massachusetts, 02210, a wholly-owned subsidiary of FMR, and 3,330,870 shares held by Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island, 02917, which is a wholly-owned subsidiary of FMR. Edward C. Johnson 3d, Chairman of FMR, through his voting control of FMR, reports beneficial ownership with respect to 17,565,145 shares.

(11)

This information was obtained from the Schedule 13G filed with the SEC on February 11, 2014 by The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, Pennsylvania, 19355, representing shares held as of December 31, 2013. Vanguard reports sole voting power with respect to 94,395 shares, sole dispositive power with respect to 8,726,528 shares, and shared dispositive power with respect to 84,395 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 100,244 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 10,000 shares as a result of its serving as investment manager of Australian investment offerings.

---

(1)	Mr. Monie was President and Chief Executive Officer and Mr. Humes was Chief Operating and Financial Officer (“COFO”) prior to Paul Read resigning as a Board member on September 17, 2013 and joining Ingram Micro as President and Chief Operating Officer on September 30, 2013.

(2)	Mr. Gupta was Senior Executive Vice President and President Ingram Micro Asia Pacific prior to his appointment to Senior Executive Vice President and President, Ingram Micro Mobility, effective August 1, 2013.

(3)	Mr. Maquet was Senior Executive Vice President and President Ingram Micro EMEA prior to his appointment to Senior Executive Vice President, Corporate with his first assignment as President Ingram Micro Latin America, effective August 1, 2013.

•

Base Pay Increases.  The Committee met in March 2013 to review the performance of each NEO and determine any base pay changes required to align their target cash compensation with our competitive peer group. As a result, the Committee increased our CEO’s base salary by 5.9% and increased our COFO’s base salary by 5%. Increases were effective June 2013. For our remaining NEOs, Mr. Gupta’s base salary was maintained at 2012 levels, while Mr. Maquet’s base salary increased by 2.35% due to mandatory Belgian indexation required under Belgian law, effective January 1, 2013.

•	Setting Challenging Targets Under Our Annual Executive Incentive Award Program (“EIAP”). The primary focus of the 2013 EIAP was to successfully integrate the BrightPoint business into Ingram Micro, eliminate redundancies and leverage both companies' strengths for long term growth. To emphasize this focus, all executives had a component of their EIAP tied to each of the businesses.

---

•

Granting Premium-Priced Options. On November 18, 2013, the Committee granted the CEO a premium-priced stock option award of $5.0 million based on Black-Scholes valuation to incentivize further increases to shareholder value over the next three years. The closing stock price on November 18, 2013 was $23.91 per share in comparison to the exercise price of $26.00. These stock options will vest 33.3% each anniversary through November 18, 2016 and will expire November 18, 2017.

•	Granting Performance-Based Equity Awards.  The Committee again granted performance-based restricted stock units (“RSUs”) to our NEOs. These RSUs consisted of three separate grants:

(1)	40% of the target grant value would be earned based on achievement of fiscal 2013 pre-tax profitability goals and, to the extent earned, will vest in equal installments in June 2015 and 2016 (“PT RSUs”);

(2)	60% of the target grant value will be eligible for vesting in June 2016 based on achievement of earnings per share, return on invested capital (“ROIC”), and operating income goals over a three-year performance measurement period (2013-2015) (“EPS/OI/ROIC RSUs”); and

(3)	an additional number of RSUs (but no more than the target number of RSUs granted in program 2) may be earned based on the achievement of total shareholder return over a three-year performance measurement period (2013-2015) as compared to a peer index, Total Shareholder Return RSUs (“TSR RSUs”).

---

---

(1)	Increase in table reflects CEO’s total annual compensation earned during 2013; when the special premium-priced option award is included, CEO compensation increased 77.6%.

(2)	Decrease in compensation is a comparison of current CEO’s total compensation to the prior year's compensation of the former CEO.

(3)	Compensation change is year on year change for the former CEO. However, the former CEO received the first payment of a cash retention bonus in 2011, which was earned based on 2009 performance and continued employment through 2011; when this retention payment is added to his total 2011 compensation, his compensation increased by 9.5% over 2010.

•	Executives are subject to significant stock ownership guidelines, including the requirement for executives to obtain permission from the Company before selling shares, even during an open trading period;

•	A claw-back policy exists that provides for the repayment of incentive compensation in appropriate circumstances;

•	Different performance metrics are used under the Company’s short-term and long-term incentive plans;

•	Awards under the Company’s short-term and long-term incentive plans are capped to limit windfalls;

•	The Company has a policy prohibiting its associates (including our executive officers and directors) from using Company stock in hedging transactions;

•	None of the Company’s directors or executive officers engage in short sales of Company securities, hold Company securities in a margin account or pledge Company securities as collateral for a loan, and any Company securities transaction requires approval from the General Counsel;

•	Benefits and perquisites represent a very small proportion of NEO compensation;

•	The Company’s change in control policy requires a “double trigger” before benefits are paid and does not have any provision for tax gross-ups;

•	The Committee retains and consults with its independent outside compensation consultant on a regular basis and has sole discretion to engage or terminate its compensation consultants and other advisors.

---

1.	Target executive compensation with reference to the market median (50th percentile) for each element of pay and in total to be competitive with other employment opportunities.

•	A competitive compensation program is critical in attracting, retaining and motivating the Company’s senior leadership in order to achieve its long-term business and financial objectives.

---

•

The Company benchmarks executive officer compensation annually against survey data from Mercer’s Executive Benchmark Database covering general industry companies with annual revenues between $6 billion and $24 billion, as well as a comparator peer group of 37 publicly traded companies in four related industries (Technology Distributors, Electronic Equipment Manufacturers, Logistics and Health Care Distributors, and Retailers and Other Companies), to assess the competitiveness of total compensation and pay mix. This comparator peer group is a closer match to the market capitalization of the Company than the general industry data. The following peer group is the same as was used for benchmarking purposes for the prior year, except that BrightPoint was removed due to our acquisition of it in October 2012:

•	Size: Companies with market capitalization that generally range around Ingram Micro’s market capitalization.

•	Business Focus: Publicly traded companies with representation weighted towards distribution and other related industries with which we compete for executive talent.

•	Consistency: The peer group should be relatively stable and preferably be multi-national companies.

•

Ingram Micro management engages an executive compensation consulting firm to conduct a total compensation study of executive officers. For 2013 compensation decisions, management engaged Mercer to collect and report the general industry survey data which was then reviewed by Cook, the Committee’s independent outside advisor. Due to the unique revenue characteristics of a distribution business (e.g., high revenues at low margins), revenue is not directly comparable to general industry benchmarks. As a result, general industry market data was used for companies with significantly lower revenues than Ingram Micro. 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 NEOs, including our CEO.

•

Cook’s 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, the value of each of Ingram Micro’s NEO’s compensation elements was compared to median information available from the defined comparator group. Benefits and perquisites were not included in the 2013 report as they represent a small portion of our executive officers’ total remuneration.

---

---

---

(1)	Mr. Humes’ EIAP is weighted 70% to financial results (of which 30%, or 21% of his total EIAP, is tied to overall company results and 70%, or 49% of his total EIAP, is tied to the weighted roll-up of country results) and 30% to strategic objectives.

---

(1)

PT for worldwide and regional results excludes the impact of material acquisitions and other costs as outlined in the program, consisting primarily of reorganization, integration and transition costs associated with the integration of our acquisitions and the implementation of profit enhancement programs. Incentive awards for PT achievement between the specified minimum, target and maximum are interpolated on a straight-line basis. The PT achievement is subject to a ROIC positive or negative factor as noted above.

---

•

This target value was delivered to the NEOs in the form of RSU grants tied to two different programs: 40% of the target value in RSUs tied to 2014 PT goals (the “PT RSUs”) and 60% to the achievement of EPS, OI and ROIC goals (the “EPS/OI/ROIC RSUs”). The target dollar value granted for the NEOs ranged from 151% to 566% of their respective base salaries. More details of these two programs are provided below.

•

In the event certain performance conditions are met by the end of the measurement period, the Committee provided the opportunity for the NEOs to receive additional shares. These additional shares are possible under a combination of the EPS/OI/ROIC and the relative TSR RSUs (the “TSR RSUs”). Because part of the upside opportunity is provided by relative TSR RSUs, accounting rules require the maximum opportunity that can vest under this program to be valued on the date of grant. The accounting value of the TSR RSUs is shown in the table below under “Upside Value at Grant” and included in the valuation of stock awards in the “Summary Compensation Table” later in this document. If 50% or less of the TSR RSUs vest, then up to 150% of the EPS/OI/ROIC RSUs may vest if certain performance is achieved. More details of the TSR program are provided below.

(1)	Value at grant is based on the grant date fair value of $19.06 per unit on June 3, 2013 with respect to all NEOs except for Mr. Read. The value of Mr. Read's grant is based on the grant date fair value of $23.64 per unit on October 1, 2013. Mr. Read’s target grant was prorated to reflect his start date.

(2)	The grant date value of the TSR RSUs was $8.46 per unit, except for the grant to Mr. Read, which was $11.12 per unit. More details of this accounting value can be found in the Summary Compensation Table footnotes below.

•

With the approval of the Committee, grants of equity may also be awarded to the NEOs at other times during the year upon their initial employment with the Company or promotion within the organization. In such cases, as with Mr. Read’s new hire grants in 2013, the effective date of the grant will be the first trading day of the month that follows the Committee’s approval and the effective date of employment or promotion.

---

---

---

---

---

(1)	The salary information provided is as of the last payroll period ending prior to the end of our fiscal year.

•	Mr. Maquet had a portion of his 2013 salary paid in Euros which was converted to U.S. dollars for reporting purposes using the 2013 fiscal year average exchange rate as of December 28, 2013 of EUR 1 = US$1.3768.

•	Mr. Gupta’s 2013 salary was paid in Singapore Dollars and was converted to U.S. dollars for reporting purposes using the 2013 fiscal year average exchange rate as of December 28, 2013 of SGD 1 = US$0.7888.

(2)	Mr. Maquet received a discretionary bonus in recognition of his contribution to the European integration of BrightPoint and transition of his successor. This discretionary bonus of EUR 88,014 was converted to U.S. dollars using the December 28, 2013 exchange rate of EUR 1 = US$1.3768. This bonus was paid in his final European paycheck. See also footnote 11 regarding Mr. Read’s bonus.

(3)

Stock Awards reflect the aggregate grant date fair value, calculated in accordance with ASC 718, for performance-based RSU awards granted during the respective year. Performance-based RSU awards granted during 2013 included an annual award granted to the NEOs on June 3, 2013 (or on October 1, 2013 to Mr. Read), including TSR RSUs, which will only vest if the Company outperforms its designated peer group. The valuation assumptions and methodology used to determine such amounts are set forth in Notes 2 and 12 to our Consolidated Financial Statements included in our Form 10-K for the year ended December 28, 2013. In the event the TSR RSUs do not fully vest and the EPS/OI/ROIC awards achieve the maximum performance level of 150%, the value of the EPS/OI/ROIC equity will be as follows:

•	150% achievement for Mr. Monié is 185,213 units; Maximum value $3,530,160.

•	150% achievement for Mr. Humes is 75,551 units; Maximum value $1,440,002.

•	150% achievement for Mr. Gupta is 37,776 units; Maximum value $720,011.

•	150% achievement for Mr. Maquet is 35,886 units; Maximum value $683,987.

•	150% achievement for Mr. Read is 62,960 units; Maximum value $1,488,362.

---

(4)

Mr. Monié received a grant of premium-priced Non-Qualified Stock Options (1,400,000 shares) on November 18, 2013 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $26.00 per share. The options will vest in three equal annual installments beginning November 18, 2014 and expire on November 18, 2017. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $3.5587 per share value on November 18, 2013 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.59%; expected option life of 3 years; dividend yield of 0%; and risk free interest rate of 0.56%.

(5)	Non-Equity Incentive Plan Compensation for 2013 represents the 2013 EIAP that was paid in March 2014. Mr. Gupta’s EIAP payment was converted using the 2013 fiscal year average exchange rate as of December 28, 2013 of SGD 1 = US$0.7888. Mr. Maquet’s EIAP payment was converted using the 2013 fiscal year average exchange rate as of December 28, 2013 of EUR 1 = US$1.3768.

(6)	The amounts in this column for 2013 are itemized in the “All Other Compensation Table – Fiscal Year 2013” table below.

(7)

(8)	Mr. Humes also served as our Chief Operating and Financial Officer from April 26, 2012 through September 30, 2013.

(9)	Mr. Gupta was appointed to the position of Sr. Executive Vice President and President, Ingram Micro Mobility effective August 1, 2013.

---

(10)	Mr. Maquet was appointed to the position of Sr. Executive Vice President, Corporate on August 1, 2013 and has transferred from the Belgium office to the Miami, Florida office.

(11)

Mr. Read was hired as President and Chief Operating Officer as of September 30, 2013. He received the first 50% (US$180,000) of his sign-on bonus in his first paycheck and the remaining (50%) will be paid six months later in 2014. He was also awarded time-vested Restricted Stock Units worth US$250,000 on the first trading day in October 2013 and they will vest on the first anniversary date of the grant as long as he remains employed by Ingram Micro. Compensation paid to Mr. Read during his time in 2013 as member of the Board of Directors is provided under “Director Compensation” earlier in this document.

(a)	Company Contributions to Retirement Savings Plans — Consists of employer contributions to qualified and nonqualified retirement savings plans and personal retirement accounts.

(b)	Health/Welfare Benefits — Consists of executive physical examinations and executive long-term disability insurance premiums.

(c)	Expatriate Compensation — For Mr. Maquet, consists of $48,188 in housing allowance for Belgium, $67,321 in dependent children education reimbursement and the remainder consists of his property management fees and Belgium representation pay.

(d)	Tax Equalization — Consists of foreign taxes paid, tax settlements and other taxes related to foreign assignments that were paid by the Company in 2013 over and above the individual’s stay-at-home tax obligations.

(e)

Miscellaneous — For Mr. Gupta, consists of $42,595 in transportation allowances and $2,912 in parking. For Mr. Maquet, consists of the one-time costs of Mr. Maquet’s relocation to the United States, including: $20,000 miscellaneous relocation allowance; $17,410 airfare for family; $53,792 household goods move; $37,587 in lease cancellation costs; $16,377 Belgium transportation allowance, income tax return preparation, visa, temporary housing and other miscellaneous relocation costs.

---

(1)	Ingram Micro granted three separate awards of performance-based RSUs under our 2011 Incentive Plan on June 3, 2013 to reward achievement of financial goals that support increased shareholder value. The metrics are defined and discussed in more detail in “Compensation Discussion and Analysis” above.

---

•	The first award of 82,317, 33,578, 16,789, and 15,950 RSUs at “Target”, respectively, to Messrs. Monie, Humes, Gupta and Maquet relate to PT performance metrics. Since the award provides only for a single estimated payout, that amount is reported as “Target”.

•

The second award of 123,475, 50,367, 25,184, and 23,924 RSUs at “Target”, respectively, to Messrs. Monie, Humes, Gupta and Maquet relate to EPS/OI/ROIC performance metrics.  The maximum number of EPS/OI/ROIC RSUs available to vest are capped at 150% of “Target”; however, because when combined with TSR RSUs at “Target” of 100%, EPS/OI/ROIC RSUs cannot exceed 100% (combined no greater than 200%), “Maximum” is shown at 100% achievement.

•	The third award of 3,705, 1,511, 756, and 718 RSUs at “Threshold”, respectively, to Messrs. Monie, Humes, Gupta and Maquet relate to TSR performance metrics. “Maximum” is shown at 100% achievement.

(2)	Award granted under the 2013 EIAP. Pursuant to the 2013 EIAP, the threshold value can be further reduced down to $0 as a result of poor Return on Invested Capital. See the discussion above under “Compensation Discussion and Analysis — How Designed and Determined — Annual Executive Incentive Award Program”.

(3)

Mr. Monié received an additional grant of premium-priced Non-Qualified Stock Options (1,400,000 shares) on November 18, 2013 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $26.00 per share. The closing price of IM stock on November 18, 2013 was $23.91. The options will vest in three equal annual installments beginning November 18, 2014 and expire on November 18, 2017. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $3.5587 per share value on November 18, 2013 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.59%; expected option life of 3 years; dividend yield of 0%; and risk free interest rate of 0.56%.

(4)

Mr. Read resigned from the Board of Directors and joined Ingram Micro as COO on September 30, 2013. Upon resignation from the Board of Directors his previous award was pro-rated and vested based on nine months of service on the Board for 2013. Upon his hire as COO, he was granted four separate awards on October 1, 2013: 10,576 time-vested RSUs that vest on October 1, 2014; and performance shares under the following 2013 financial metrics: PT 27,982 RSUs; EPS/OI/ROIC 41,973 RSUs; and TSR 41,973 RSUs. His equity grants received as a non-employee member of the Board are reflected under “Director Compensation” earlier in this proxy.

---

---

(a)	All values are based on the closing price ($23.38) of Ingram Micro stock on the last trading day of the fiscal year (December 27, 2013).

(1)

Mr. Monié received a grant of premium-priced Non-Qualified Stock Options (1,400,000) on November 18, 2013 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $26.00 per share. The closing price of IM stock on November 18, 2013 was $23.91. The options will vest in three equal annual installments beginning November 18, 2014 and expire on November 18, 2017. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $3.5587 per share value on November 18, 2013 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.59%; expected option life of 3 years; dividend yield of 0%; and risk free interest rate of 0.56%.

(2)	Performance-vesting RSUs were granted under the 2011 Performance Share Program on March 1, 2011 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieved pre-established financial performance goals (EPS growth and average ROIC) over a three-year performance measurement period (2011-2013). On March

---

(3)	Performance-vesting RSUs were granted on March 1, 2011 under the 2011 Performance Share Program. The 2011 PT result exceeded the requirement resulting in 100% of the RSUs being earned, 50% vested on March 1, 2013 and 50% vested on March 1, 2014.

(4)

Mr. Monié received an additional grant of PT RSUs on November 1, 2011, which would be earned if Ingram Micro achieved pre-established PT performance goals over a one-year performance measurement period (fiscal year 2012). On March 5, 2013, the Committee approved the Company’s PT performance results for fiscal 2012, which resulted in 100% achievement of this award (the amount presented in the table), which will vest 100% on November 1, 2014.

(5)

Mr. Monié received additional grants of EPS/ROIC RSUs (6,667) and PT RSUs (4,444) on February 1, 2012 under the 2011 Performance Share Program in recognition of his promotion to President & Chief Executive Officer. The 2011 PT result exceeded the requirement resulting in 100% of the PT RSUs (4,444) being earned, 50% (2,222) vested on March 1, 2013 and the remaining 50% (2,222) vested on March 3, 2014. On March 3, 2014, the Committee approved the Company's 2011 Performance Share Program’s performance results at 17.8% achievement of target results (the amount presented in this table) and the EPS/ROIC shares will vest on March 3, 2014.

(6)	Performance-vesting RSUs were granted on June 1, 2012 under the 2012 Performance Share Program. The 2012 PT result exceeded the requirement resulting in 100% achievement of the RSUs, which will vest 50% on June 1, 2014 and 50% on June 1, 2015.

(7)

Performance-vesting RSUs were granted on June 1, 2012 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieves pre-established financial performance goals (EPS growth and average ROIC) over a three-year performance measurement period (2012-2014). If specific threshold performance levels are not met, no shares will be issued in 2015 in respect of such RSUs. The number in the table represents the amount that will vest upon 100% achievement of target results, which is also the maximum amount.

(8)

Performance-vesting RSUs were granted on June 1, 2012 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro’s TSR over a three-year performance measurement period (2012-2014) exceeds the three-year TSR of a specific peer group over the performance measurement period. If Ingram Micro’s three-year TSR does not exceed the peer group’s TSR, no shares will be issued in 2015 in respect of such RSUs. The number in the table represents the amount that will vest upon Ingram Micro significantly exceeding peer group results, which is the maximum amount.

(9)

Performance-vesting RSUs were granted on June 3, 2013 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieves pre-established financial performance goals (EPS, OI & ROIC) over a three-year performance measurement period (2013-2015). If specific threshold performance levels are not met, no shares will be issued in 2016 in respect of such RSUs. The number in the table represents the amount that will vest upon 100% achievement of target results. Mr. Read’s award was granted on October 1, 2013 and has the same measurement/performance criteria as all other NEOs’ awards. The following shows the maximum that may be earned:

•	Maximum at 150% for Mr. Monié is 185,213 units.

•	Maximum at 150% for Mr. Humes is 75,551 units.

•	Maximum at 150% for Mr. Gupta is 37,776 units.

•	Maximum at 150% for Mr. Maquet is 35,886 units.

•	Maximum at 150% for Mr. Read is 62,960 units.

(10)

Performance-vesting RSUs were granted on June 3, 2013 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro’s TSR over a three-year performance measurement period (2013-2015) exceeds the three-year TSR of a specific peer group over the performance measurement period. If Ingram Micro’s three-year TSR does not exceed the peer group’s TSR, no shares will be issued in 2016 in respect of such RSUs. The number in the table represents the amount that will vest upon Ingram Micro significantly exceeding peer group results and represents the amount that will vest upon 100% achievement of target results. The maximum combined payout for both the EPS, OI & ROIC and TSR plan is the combined total RSUs granted.

(11)	Performance-vesting RSUs were granted on June 3, 2013 under the 2013 Performance Share Program. The 2013 PT result exceeded the requirement resulting in 100% achievement of the RSUs, which will vest 50% on June 3, 2015 and 50% on June 3, 2016. Mr. Read’s award was granted on October 1, 2013 and has the same measurement/performance criteria as all other NEOs’ awards.

(12)	Mr. Read received an additional grant of time-vesting (10,576) RSUs on October 1, 2013 that will vest 100% on October 1, 2014.

---

(1)	Value realized is the difference between the fair market value of a share of the Company’s common stock on the day of exercise and the exercise price.

(2)	Value realized is calculated by multiplying the gross number of vested RSUs by the closing price of the Company’s common stock on the day the vesting occurred or, if the vesting occurred on a day the NYSE was closed for trading, the previous trading day.

(3)	This vesting represents shares from Mr. Read’s Board of Directors 2013 award which vested upon his resignation from the Board of Directors.

(1)

Executive officers who are paid on the U.S. payroll may voluntarily participate in the Supplemental Plan, a nonqualified deferred compensation arrangement. The Supplemental Plan, in general, operates to restore 401(k) plan benefits, including Company matching contributions, which were reduced or limited by the Internal Revenue Code. Under terms of the Supplemental Plan, participants may elect to defer up to a combined 50% of their base salary and annual bonus between the Supplemental Plan and the 401(k) Plan. In conformance with Section 409A of the Code, deferral and distribution elections are made by each participant prior to the beginning of each calendar year. The Company will have the discretion to make an employer match on behalf of the participants who make plan deferrals for 2013 and remain employed through December 31, 2013. For the 2013 Plan year, the Company made an employer match in January 2014 equal to 50% of the deferrals that did not exceed 5% of eligible compensation, reduced by the 2013 employer matching contributions to the 401(k) Plan. Participants may elect to have earnings, or losses, credited to their Supplemental Plan account as if these accounts were invested in the various investment options available under the Company’s 401(k) Plan, but excluding investment in the Ingram Micro Stock Fund. Participants may redirect their investment in the various investment fund

---

---

---

(1)	Payment to be calculated and paid on the same basis and at the same time as the annual bonus payments to actively employed Ingram Micro executives under the 2013 EIAP.

(2)	Severance benefits provided under the Severance Policy and the CIC Policy are subject to the participant’s execution of a release of claims and covenant agreement satisfactory to the Company and are payable in a lump sum cash payment.

(3)

Prior to January 1, 2007, the definition of retirement for long-term equity incentives under our equity incentive plan was 50 years of age and a minimum of five years of service. Effective January 1, 2007, the definition of retirement under our equity incentive plan for awards granted to participants was amended to provide that normal retirement is defined as age 65 or greater with five or more years of service and early retirement is defined as age 55 or greater with 10 or more years of service. These retirement provisions are applicable to all NEOs.

a.	the last date of employment for the NEO is the last business day of our last fiscal year, December 28, 2013;

b.	annual base salary at termination is equal to salary as of December 28, 2013;

c.	annual target incentive at termination is equal to target incentive as of December 28, 2013; and

d.	estimated value of accelerated vesting of equity is based on the closing price of our stock ($23.38) on December 27, 2013 (the last trading day of our fiscal year) less, in the case of stock options, the applicable exercise price.

---

(1)

Includes vesting of the 2011 Performance Share Program awards at 17.8% achievement of target results, which is the achievement level at which the Committee approved the 2011 Performance Share Program results on March 3, 2014. The shares awarded under the 2011 Performance Share Program vested on March 3, 2014. The table also includes the 2011, 2012 and 2013 Performance Share Programs tied to PT, which the Committee previously approved at 100% achievement. While it is too early in the measurement period to predict the final achievement of the 2012 and 2013 Performance Share Program awards tied to EPS and ROIC, in order to estimate a value under each termination scenario it was assumed target level performance was achieved. Actual achievement and resulting payment for the 2012 and 2013 Performance Share Program awards will be determined in early 2015 and 2016, respectively. The payout values in the table are based on the

---

(2)	Basic Life and Accidental Death and Dismemberment benefits for U.S.-based NEOs are one (1) times earnings, subject to a maximum of $1,000,000 each. Upon death, all unvested stock options would immediately vest and the estate would have one year to exercise.

(3)	Death and Disability: Under the terms of Mr. Gupta’s employment contract, Mr. Gupta retains his life and disability insurance from Singapore. In the event of his death, Mr. Gupta’s estate would receive $2,078,184 (SGD 2,634,615) under his Singapore life insurance policy. Mr. Gupta would receive $124,994 (SGD 158,462) under his Singapore disability insurance in the event of disability.

(4)	Payments listed for Mr. Maquet have been converted from EUR to U.S. dollars using the same exchange rate as stated in footnote 1 of the “Summary Compensation Table” elsewhere in this proxy statement.

---

•

Audit Fees. PwC’s fees for auditing Ingram Micro’s annual financial statements and internal controls pursuant to the Sarbanes-Oxley Act of 2002, review of interim financial statements included in the Company’s Form 10-Q filings, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements were (1) $8,366,000 for fiscal year 2012, of which $4,811,000 was billed by PwC in fiscal 2013, and (2) $9,093,000 for fiscal year 2013, of which $5,121,000 will be billed by PwC in fiscal 2014. The actual amounts that will be paid in fiscal year 2014 may be different due to the impact of foreign exchange at the time the actual bills are paid.

•

Audit-Related Fees. PwC’s fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above for fiscal years 2012 and 2013 were $1,157,000 and $289,000, respectively, relating to due diligence services related to our acquisitions, agreed-upon or attestation procedures that are required to be delivered by the Company’s independent or statutory auditor pursuant to local law or regulations and/or corporate reorganization activities, as well as consultations by the Company’s management regarding the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of proposed rules, standards or interpretations by the PCAOB, SEC, FASB, or other regulatory or standard setting bodies.

•	Tax Fees. PwC fees for services which were principally related to tax compliance and consulting matters were $610,000 in fiscal year 2012 and $575,000 in fiscal 2013. These tax fees related to consultations on technical tax matters, including assistance with U.S. Federal, state and local and international tax matters.

•	All Other Fees. There were no other services or related fees incurred or paid to PwC in fiscal year 2012 or 2013.

---

•	the integrity of Ingram Micro’s financial reporting process and systems of internal controls regarding finance, accounting, legal and ethical compliance;

•	Ingram Micro’s compliance with legal and regulatory requirements; and

•	the independence and performance of Ingram Micro’s independent external auditors and internal audit department.

---

---

---

---