8-K

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):

November 6, 2007

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):

[  ] 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))

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

(e)           Compensatory Arrangements of Certain Officers.

On November 6, 2007, the Human Resources Committee (the “Committee”) of Ingram Micro Inc. (“Ingram Micro”) approved increases in the base salaries of the Ingram Micro executive officers named below, and established performance-based target bonus and long-term incentive opportunities for such officers, all as set forth below, in each case effective in or beginning with Ingram Micro’s 2008 fiscal year.  These target bonus and long-term incentive opportunities reflect achievement at 100% of pre-established financial performance goals. In addition, no awards will be earned if threshold performance levels are not met; however, amounts actually earned could be increased if actual performance exceeds pre-established targeted financial goals.

Name	Title	2008 Approved Base Salary		2008 Approved Target Bonus Opportunity		2008 Approved Target LTI Opportunity
Gregory M.E. Spierkel	Chief Executive Officer		$850,000		$1,062,500		$4,000,000
William D. Humes	EVP and Chief Financial Officer		500,000		350,000		1,080,000

The Committee also approved proposed compensation changes for Hans Koppen, who is retiring as an officer of Ingram Micro effective November 30, 2007, but who will continue to be an employee of Ingram Micro and provide advisory services through March 7, 2008 to Ingram Micro.  Jay Forbes will transition from his current role as Executive Vice President, President-Designate, Ingram Micro EMEA to Executive Vice President, President, Ingram Micro EMEA effective December 1, 2007.

The Committee approved extending the same retiree treatment to Mr. Koppen’s 2007 equity grants as to other retirees in the United States upon his retirement from employment with Ingram Micro in March 2008, allowing him to exercise stock options vested as of his March 2008 retirement until the earlier of five years following his retirement or the original maximum expiration date of the options (“Retirement Exercise Period”) and continued vesting of his unvested 2007 stock options after his March 2008 retirement, as well as allowing them to be exercisable through the Retirement Exercise Period.  The Committee also confirmed that his performance-based restricted stock units granted under the 2007-2009 performance-based long-term incentive program will  continue to vest following his March 2008 retirement.  The Committee approved an amendment of Ingram Micro’s 2001 Executive Retention Plan and  Mr. Koppen's related Executive Retention Plan Award Payment Deferral Confirmation to comply with Internal Revenue Code Section 409A.  The Committee has authorized management to finalize a Retirement Agreement with Mr. Koppen memorializing the foregoing, a copy of which when finalized will be filed in a supplemental Form 8-K.

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Item 5.05.    Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On November 7, 2007, Ingram Micro’s Board of Directors amended Ingram Micro’s Code of Conduct to include introductory messages from the Chief Executive Officer and the Chairman of the Board supporting the Code and its principles and added a sentence confirming Ingram Micro’s policy of no retaliation against good faith whistleblowers.  A copy of the updated Code of Conduct is attached as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Code of Conduct, revised November 7, 2007

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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 INC.
By:	/s/ Larry C. Boyd
Name:	Larry C. Boyd
Title:	Senior Vice President, Secretary and General Counsel

Date:  November 13, 2007

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EX-99.1

Exhibit 99.1

Code of Conduct:  CEO’s Message

In the IT distribution industry, and, in many others, the importance of ethical behavior is at an all-time high. Compliance with the laws and regulations that govern our industry is a critical first step, but more than that, it is expected that we will do the right thing.

A good reputation takes years – even decades – to develop, but only moments to destroy.

At Ingram Micro, we take this responsibility seriously. We should all be familiar with our core values: Teamwork, Respect, Accountability, Integrity and Innovation.  These values are the foundation on which our Code of Conduct is built, especially that of integrity.  In our Code, we pledge ourselves to uphold the highest standards of legal and ethical conduct.

By embracing our Code, we can remain true to our guiding principle – to focus on enhancing the success of our business partners, associates and investors, while embracing our values.

I urge you to please read the following Code of Conduct and familiarize yourself with it. If you have any questions, please contact your supervisor, the Human Resources department or the Legal department.

Thank you.

Sincerely,

[E-SIGNATURE]

Greg Spierkel

Chief Executive Officer

Ingram Micro Inc.

Message from Dale Laurance, Chairman of the Board, Ingram Micro Inc.

The Ingram Micro Code of Conduct applies to all of us at Ingram Micro, including members of the Board of Directors.  As the opening paragraph of the Code says, we are committed to the highest principles of legal and ethical conduct.   The Board expects each one of you to familiarize yourself with the Code and adhere to it in your activities at Ingram Micro.  Just as important, the Board expects that if you are unsure of anything in the Code, or how it may apply in a particular situation, to consult with your supervisor, the HR or the Legal Department.

Sincerely,

Dale Laurance

	Ingram Micro  Code of Conduct

Our Ingram Micro value of Integrity states:

“We employ the highest ethical standards, demonstrating honesty and fairness in every action that we take.” Just as important is our value of Accountability: “We take responsibility for our performance in all of our decisions and actions.” Building upon these values and upon long-standing company policies of legal and ethical compliance, the following Code of Conduct reaffirms the company’s commitment to the highest standards of legal and ethical conduct.

Does this code apply to me?

This Code of Conduct applies to everyone at Ingram Micro, in every region—all members of the Board of Directors, officers appointed by the Board of Directors and associates.

What are the policies and principles?

Central to this Code is the principle that members of the Board of Directors (“directors”), officers and associates are expected to conform to the highest standards of legal and ethical conduct, including compliance with all the laws and regulations of the countries in which the company does business.

Abiding by this principle means that directors, officers and associates must comply with specific company policies regarding legal and ethical conduct. Those policies, which may be amended or supplemented from time-to-time, can be found on the Policies and Procedures section of the company intranet site, http://10.20.2.55/worldwidefinance.policiesandprocedures. Some of the key policies are summarized as follows:

• Anti-Boycott Laws.  Ingram Micro complies with the U.S. Anti-Boycott Law and will not cooperate in any act that supports the boycott of Israel.

• Antitrust and Competition Laws. As part of its policy of fair and honest dealing with customers, suppliers and competitors, Ingram Micro complies with applicable antitrust or competition laws, including the prohibitions on fixing prices or margins with our competitors.

• Conflicts of Interest. Directors, officers and associates must avoid situations that they know, or should know, create actual or potential conflicts of interest and immediately disclose them to the company, following the procedures described in this Code. Furthermore, directors, officers and associates cannot use company property for personal gain nor take for themselves business opportunities that arise through the use of company property, information or position.

• Export Laws. Ingram Micro complies with the export control laws of the United States and all other countries in which it operates, including restrictions on transactions with parties on the Restricted Parties List and with certain designated countries.

• Financial Disclosures. Ingram Micro’s filings with the Securities and Exchange Commission as well as all other public communications about the financial condition of the company and the results of operations must represent full, fair, accurate, timely and understandable disclosure.

• Foreign Corrupt Practices.  Directors, officers and associates cannot pay or offer to pay money or anything else of value to government officials, officials of public international organizations, political candidates or political parties for the purpose of obtaining or retaining business for Ingram Micro. Ingram Micro policy also prohibits the payment of bribes to commercial customers, as well as vendors, to obtain or retain their business.

• Guidelines in Gathering Competitive Intelligence. Competitive intelligence will be gathered in accordance with applicable antitrust and competition laws and with company values. Direct exchanges of competitive intelligence with our competitors are prohibited.

• Guidelines on Trading in Securities. Directors, officers and associates cannot trade in Ingram Micro securities based on material, inside information nor advise others to do so. Furthermore, they cannot trade in the securities of other companies, nor advise others to do so, based on material, inside information gained about those companies in the course of their duties for Ingram Micro.

• Protection of Proprietary Information. Directors, officers and associates must safeguard Ingram Micro proprietary information, and third-party proprietary information entrusted to Ingram Micro, from loss, theft, unauthorized modification and unauthorized disclosure.

• Receipt of Gifts and Gratuities. Directors, officers and associates can accept from present or prospective suppliers, or offer to our customers, only gifts, gratuities, entertainment or other courtesies that are not excessive and are consistent with reasonable standards in the business community and specific company requirements.

• Records Retention. Directors, officers and associates must retain documents in accordance with any records retention schedule adopted by Ingram Micro for that country.

• Theft and Loss Prevention. Directors, officers and associates must protect Ingram Micro’s assets against theft and loss and report any theft or loss to their supervisor, the security department or the human resources department.

What are my responsibilities?

All of us—directors, officers and associates—are responsible for complying with this Code and all company policies on legal and ethical conduct.

Just as important, all of us are responsible for immediately reporting any issue of legal and ethical compliance that we encounter, in accordance with the procedures discussed later in this Code.  Do not hide problems, hoping that they might not be discovered—all issues must be brought to the light of day, immediately. This obligation is known in Ingram Micro as the “Sunshine Rule” and it forms a key part our Code of Conduct. Ingram Micro will protect from retaliation any associate that follows the Sunshine Rule and reports a concern in good faith.

Also, all of us are responsible for raising questions about the Code and the policies, and seeking guidance, whether from a supervisor or, for example, the human resources department or the legal department. Ignorance is not an excuse for violating this Code.

The General Counsel has primary responsibility for enforcing the Code of Conduct and all company policies on legal and ethical conduct, as well as issuing guidance and explanatory materials, subject to supervision by the Audit Committee of the Board of Directors.

Where do I report violations, disclose issues or ask questions?

Associates suspecting violations of the Code of Conduct or company policies regarding legal and ethical conduct should immediately report them, and disclose any potential conflict of interest, to their supervisor, to the human resources department or to the General Counsel.  Associates are encouraged, if they prefer anonymity in reporting violations, to contact the Ingram Micro Hotline by calling 1-877-INGRAM2 or clicking on http://www.safe2say.net/safe2say/im.htm.

All officers suspecting violations of the Code of Conduct or company policies on legal and ethical conduct must immediately report them, and disclose any potential conflicts of interest, to the General Counsel. Furthermore, the Chief Executive Officer and the principal financial officers (meaning the Chief Financial Officer, the Corporate Controller and all other officers and associates so designated by the General Counsel) must immediately disclose to the General Counsel any material transaction that could reasonably be expected to give rise to a conflict of interest. The General Counsel must in turn notify the Audit Committee of any such disclosure. Conflicts of interest and other issues of legal and ethical compliance involving the General Counsel must be disclosed to the Audit Committee.

All directors suspecting violations of the Code of Conduct or company policies on legal and ethical conduct must immediately report them, and disclose any potential conflicts of interest, to the General Counsel, who shall in turn notify the Audit Committee.

Any associate with questions about the interpretation of this Code or its application to a particular situation is encouraged to contact the human resources or legal departments for further assistance; officers and directors should direct their questions to the General Counsel.

How can this code be amended or waived?

The Board of Directors must approve any amendments to this Code of Conduct. Any amendments affecting the Chief Executive Officer and the principal financial officers will be promptly disclosed to the company’s shareowners. Company policies on legal and ethical compliance implementing this Code can be amended, or additional policies adopted, only in accordance with procedures established by the General Counsel.

The Board of Directors must approve any waiver of the Code of Conduct or company policies on legal and ethical conduct for directors and officers. Any waiver affecting the Chief Executive Officer or the principal financial officers will be promptly disclosed to the company’s shareowners. The General Counsel must approve any waiver of the Code of Conduct or company policies on legal and ethical conduct for associates and report any such waiver to the Audit Committee at its next meeting.

Adopted by the Ingram Micro Board of Directors on March 3, 2003 and revised on August 24, 2005 and November 7, 2007.