Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement of Board Member.

The Board of Directors of Ingram Micro Inc. ("Ingram Micro") has accepted Martha R. Ingram's request to retire as a member of Ingram Micro's Board and its committees effective June 3, 2009, and has, in recognition of her long-term service to Ingram Micro, including as a founding Board member since May 1996 and Chairman of the Board from May to August 1996, awarded her the title of Chair-Emerita of Ingram Micro.

Item 8.01 Other Events.

Ingram Micro's Board of Directors approved amendment of one element of the Human Resources Committee charter to reflect that the Human Resources Committee "reviews and approves" all stock related compensation plans rather "administers" them. A copy of the amended charter is attached under Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1 Amended Human Resources Committee Charter, dated June 3, 2009.

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