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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):
December 23, 2008
 INGRAM MICRO INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
(State of Incorporation 
or Organization)
    
    1-12203
(Commission File
Number)
    
    62-1644402
(I.R.S. Employer
Identification No.)
 1600 E. St. Andrew Place
Santa Ana, CA 92799-5125
(Address, including zip code of Registrants principal executive offices)
 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 (see General Instruction
A.2. below):
 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))




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TABLE OF CONTENTS  Item 5.02 Departure of Directors or Certain Officers;Election of Directors;Appointment of Certain Officers;Compensatory Arrangements of Certain OfficersItem 8.01 Other EventsItem 9.01 Financial Statements and ExhibitsSIGNATUREEXHIBIT INDEXEX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-99.1EX-99.2EX-99.3EX-99.4EX-99.5EX-99.6EX-99.7EX-99.8EX-99.9EX-99.10EX-99.11EX-99.12EX-99.13EX-99.14EX-99.15EX-99.16EX-99.17EX-99.18EX-99.19EX-99.20EX-99.21EX-99.22EX-99.23EX-99.24EX-99.25EX-99.26    Table of Contents  
 Item 5.02
    
    Departure of Directors or Certain Officers;Election of Directors;Appointment of Certain Officers;Compensatory 
Arrangements of Certain Officers.
 Ingram
Micro Inc.s Amended and Restated Compensation Policy for Members
of the Board of Directors
  Ingram Micro Inc.s Board of Directors Deferred Compensation Plan
  Ingram
Micro Inc.s Amended and Restated Supplemental Investment
Savings Plan and 401(K) Investment Savings Plan
  2




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Item 8.01 Other Events.
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Item 9.01 Financial Statements and Exhibits.
 ExhibitNo.
    
    Description10.1
    
    Compensation Program  Ingram Micro Inc. Compensation Policy for
Members of the Board of Directors, as amended and restated as
of December 31, 200810.2
    
    Retirement Program  Ingram Micro Inc. Board of Directors
Deferred Compensation Plan, effective December 31, 2008 and related Adoption Agreement10.3
    
    Retirement Program  Ingram Micro Inc. Supplemental Investment
Savings Plan, amended and restated as of December 31, 2008 and related Adoption Agreement10.4
    
    Retirement Program  Fourth
Amendment to the Ingram Micro 401(k) Investment Savings Plan10.5
    
    Retirement Program  Fifth
Amendment to the Ingram Micro 401(k) Investment Savings Plan99.1
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Chairman of the Board)99.2
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Audit Committee Chair)99.3
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Non-Audit Committee Chair)99.4
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Non-Chair Member)99.5
    
    Compensation Agreement  2009 Form of Board of Directors Restricted
Stock Units Deferral Election Agreement99.6
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Cash Deferral Election Form99.7
    
    Compensation Agreement  Form of Time-Vested Restricted Stock
Agreement99.8
    
    Compensation Agreement  Form of Stock Option Award Agreement
for European Union99.9
    
    Compensation Agreement  Form of Stock Option Award Agreement
for Non-European Union Countries99.10
    
    Compensation Agreement  Form of Performance-Based Restricted
Stock Units Award Agreement for European Union Countries99.11
    
    Compensation Agreement  Form of Performance-Based Restricted
Stock Units Award Agreement for Non-European Union Countries
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ExhibitNo.
    
    Description99.12
    
    Compensation Agreement  Form of Performance-Based Restricted
Stock Units Award Agreement for France99.13
    
    Compensation Agreement  Form of Time-Based Restricted Stock
Units Award Agreement for European Union Countries99.14
    
    Compensation Agreement  Form of Time-Based Restricted Stock
Units Award Agreement for Non-European Union Countries99.15
    
    Compensation Agreement  Form of Time-Based Restricted Stock
Units Award Agreement for France99.16
    
    Compensation Agreement  Section 409A One-Time Distribution Election Letter99.17
    
    Compensation Agreement  Section 409A 2004 One-Time Cash Distribution Election Form99.18
    
    Compensation Agreement  Section 409A 2005 One-Time Cash Distribution Election Form99.19
    
    Compensation Agreement  Section 409A 2005 One-Time Restricted Stock Units Distribution Election Form99.20
    
    Compensation Agreement  Section 409A 2006 One-Time Cash Distribution Election Form99.21
    
    Compensation Agreement  Section 409A 2006 One-Time Restricted Stock Units Distribution Election Form99.22
    
    Compensation Agreement  Section 409A 2007 One-Time Cash Distribution Election Form99.23
    
    Compensation Agreement  Section 409A 2007 One-Time Restricted Stock Units Distribution Election Form99.24
    
    Compensation Agreement  Section 409A 2008 One-Time Cash Distribution Election Form99.25
    
    Compensation Agreement  Section 409A 2008 One-Time Restricted Stock Units Distribution Election Form99.26
    
    Revised Governance Committee Charter
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SIGNATURE
  INGRAM MICRO INC.By:
    
    /s/ Larry C. BoydName:
    
    Larry C. BoydTitle:
    
    Senior Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    Compensation Program  Compensation Plan for Non-Executive
Members of the Board of Directors and Related Deferred
Compensation Program10.2
    
    Retirement Program  Ingram Micro Amended and Restated
Supplemental Investment Savings Plan Retirement Program and related Adoption Agreement10.3
    
    Retirement Program  Ingram Micro Inc. Supplemental Investment Savings Plan, amended and restated as of December 31, 2008 and related Adoption Agreement10.4
    
    Retirement Program  Fourth
Amendment to the Ingram Micro 401(k) Investment Savings Plan10.5
    
    Retirement Program  Fifth
Amendment to the Ingram Micro 401(k) Investment Savings Plan99.1
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Chairman of the Board)99.2
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Audit Committee Chair)99.3
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Non-Audit Committee Chair)99.4
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Election Form (Non-Chair Member)99.5
    
    Compensation Agreement  2009 Form of Board of Directors Restricted
Stock Units Deferral Election Agreement99.6
    
    Compensation Agreement  2009 Form of Board of Directors
Compensation Cash Deferral Election Form99.7
    
    Compensation Agreement  Form of Time-Vested Restricted Stock
Agreement99.8
    
    Compensation Agreement  Form of Stock Option Award Agreement
for European Union99.9
    
    Compensation Agreement  Form of Stock Option Award Agreement
for Non-European Union Countries99.10
    
    Compensation Agreement  Form of Performance-Based Restricted
Stock Units Award Agreement for European Union Countries99.11
    
    Compensation Agreement  Form of Performance-Based Restricted
Stock Units Award Agreement for Non-European Union Countries99.12
    
    Compensation Agreement  Form of Performance-Based Restricted
Stock Units Award Agreement for France
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ExhibitNo.
    
    Description99.13
    
    Compensation Agreement  Form of Time-Based Restricted Stock
Units Award Agreement for European Union Countries99.14
    
    Compensation Agreement  Form of Time-Based Restricted Stock
Units Award Agreement for Non-European Union Countries99.15
    
    Compensation Agreement  Form of Time-Based Restricted Stock
Units Award Agreement for France99.16
    
    Compensation Agreement  Section 409A One-Time Distribution Election Letter99.17
    
    Compensation Agreement  Section 409A 2004 One-Time Cash Distribution Election Form99.18
    
    Compensation Agreement  Section 409A 2005 One-Time Cash Distribution Election Form99.19
    
    Compensation Agreement  Section 409A 2005 One-Time Restricted Stock Units Distribution Election Form99.20
    
    Compensation Agreement  Section 409A 2006 One-Time Cash Distribution Election Form99.21
    
    Compensation Agreement  Section 409A 2006 One-Time Restricted Stock Units Distribution Election Form99.22
    
    Compensation Agreement  Section 409A 2007 One-Time Cash Distribution Election Form99.23
    
    Compensation Agreement  Section 409A 2007 One-Time Restricted Stock Units Distribution Election Form99.24
    
    Compensation Agreement  Section 409A 2008 One-Time Cash Distribution Election Form99.25
    
    Compensation Agreement  Section 409A 2008 One-Time Restricted Stock Units Distribution Election Form99.26
    
    Revised Governance Committee Charter
 8