8-K

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): December 18, 2008

SED International Holdings, Inc..
(Exact name of Registrant as specified in its charter)

Georgia	0-16345	22-2715444
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4916 North Royal Atlanta Drive, Tucker, Georgia	30084
(Address Of Principal Executive Office)	(Zip Code)

Registrant's telephone number, including area code: (770) 491-8962

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:

[   ]	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))

SECTION 5-CORPORATE GOVERNANCE AND MANAGEMENT

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

(d) On December 18, 2008, in compliance with the terms and conditions of a settlement agreement with a group of shareholders, collectively referred to as the North & Webster Group, the Board of Directors of SED International Holdings, Inc. (the “Company”) expanded the size of the board from six to eight members and elected Samuel A. Kidston and J.K. Hage III, respectively, as Class II and Class I directors to fill the new vacancies. Both of Messrs. Kidston and Hage are “independent” under the independence standards applicable to the Company including Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. A copy of press release announcing these actions is attached as Exhibit 99.1 hereto.

None of Messrs. Kidston and Hage had any direct or indirect interest in any transactions with the Company that requires disclosure under Item 404(a) of Regulation S-K. There is no existing family relationship between any of them and any director or executive officer of the Company.

BIOGRAPHICAL INFORMATION REGARDING THE
INCOMING DIRECTORS

The principal occupation and a brief summary of the backgrounds of Messrs. Kidston and Hage are as follows:

Samuel A. Kidston, 33, is the founder and Chief Investment Officer of North & Webster, LLC, an investment management and advisory firm. Prior to founding North & Webster, LLC, Mr. Kidston served as an equity analyst at BlackRock, Inc., from December 2001 to March 2006. Mr. Kidston earned a B.A. from Wesleyan University and received his Charter as an Investment Analyst from the CFA Institute.

J.K. Hage III, 57, is the Managing partner of the law firm of Hage & Hage LLC., where he has practiced law since 1978. Mr. Hage is a founder of the Griffiss Institute, a nonprofit organization dedicated to research, training and services in information security. From November 2004 to May 2006, he served as its General Counsel and from February 2003 to November 2004, he served as its first Executive Director. Mr. Hage earned a B.A. from Hamilton College and a J.D. from Albany Law School and is admitted to both the, New York and the Alaska Bars.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.		Description
99.1	Press Release.

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SIGNATURES

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.

	SED International Holdings, Inc.
Dated: December 23, 2008	By:	/s/ Jean Diamond
		Jean Diamond,
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR MORE INFORMATION, PLEASE CONTACT

Elite Financial Communications Group, LLC

Dodi Handy, President and CEO

Tiffany Korkis or John Morrison, Directors of Elite Media Group

407-585-1080 or via email at SECX@efcg.net

SED INTERNATIONAL HOLDINGS ANNOUNCES

CORPORATE GOVERNANCE ENHANCEMENTS

J.K. Hage III and Samuel Kidston Appointed as Board Members

TUCKER, GA – (PR NEWSWIRE) – December 18, 2008 – SED International Holdings, Inc. (Pink Sheets: SECX), a multinational supply chain management provider and distributor of leading computer technology, wireless communications and consumer electronics, today announced that its Board of Directors has approved a series of changes and enhancements to its corporate governance policies and practices and appointed Samuel Kidston and J.K. Hage III as new Board members. These changes comply with the terms and conditions of a settlement agreement with a group of shareholders, collectively referred to as the North & Webster Group, thereby allowing the Company to avoid the time and expense of a potential proxy contest.

Primary corporate governance enhancements, in some cases subject to shareholder approval, are:

• Declassification of the Board following the 2008 Annual Meeting of Shareholders and expiration of existing directors terms of office.

• Broader possibilities for Shareholders’ action without a meeting.

• Additional Board committees on Legal Affairs and Corporate Governance.

According to Jean Diamond, Chairman and CEO of SED, “These measures are intended to give SED’s stockholders a greater voice in corporate matters and to ensure tighter alignment of corporate and shareholder interests. Moreover, they should serve to strengthen our Board’s oversight and allow management to concentrate on driving SED’s growth and profitability initiatives with the full support of our larger shareholders.”

ABOUT SED INTERNATIONAL HOLDINGS, INC.

Founded in 1980, SED International Holdings, Inc. is a multinational, preferred distributor of leading computer technology, wireless communications and consumer electronics products. The Company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, Business-to-Business and Business-to-Consumer markets. Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Texas; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the U.S. and Latin America. To learn more, please visit www.SEDonline.com.

Statements made in this Press Release that are not historical or current facts are "forward-looking statements.” These statements often can be identified by the use of terms such as "may," "will," "expect," "believes," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond the control of the Company that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. These factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, failure to gain product approval in foreign countries and failure to capitalize upon access to new markets. The Company disclaims any obligation to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. These factors and others are discussed in the "Management's Discussion and Analysis" section of the Company's Reports on Form 10-K for the fiscal year ended June 30, 2008 and Form 10-Q for the quarter ended September 30, 2008.