UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): June 417, 2025

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INGRAM MICRO HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-42384	86-2249729
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3351 Michelson Drive, Suite 100, Irvine, CA 92612

(Address of Principal Executive Offices) (Zip Code)

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:


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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

INGM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 58.0701. ~~Submission~~ Other ~~of Matters to a Vote of Security Holders~~Events.

OnAmendment ~~June~~to 4,Term ~~2025,~~Loan ~~Ingram~~Credit Micro Holding Corporation (“Ingram Micro” or the “Company”) held its annual meeting of stockholders virtually. The Company’s stockholders considered and voted upon four matters at the meeting, with final voting results as follows:Agreement

~~Proposal~~On 1June –17, ~~Election~~2025, Ingram Micro Inc., a wholly owned subsidiary of ~~Directors~~Ingram Micro Holding Corporation (the “Registrant”) entered into Amendment No. 4 to Term Loan Credit Agreement, which amended the Term Loan Credit Agreement dated as of July 2, 2021 (as amended on June 23, 2023, September 27, 2023, and September 20, 2024, the “Term Loan Credit Agreement”), by and among, inter alios, Ingram Micro Inc., as borrower (the “Borrower”), the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, to reduce the interest rate by 50 basis points so that term loans will bear interest, at the Borrower’s option, at a rate based on (i) adjusted Term SOFR plus an applicable margin of 225 bps, or (ii) the base rate plus an applicable margin of 125 bps, in each case. There were no other material changes to the Term Loan Credit Agreement.

The Company’s stockholders elected each of Craig Ashmore, Christian Cook, Leslie Heisz, and Alain Monié to serve as a director of the Company until the 2028 annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified.

Name	For	Withheld	Broker Non-Vote
Craig Ashmore	219,236,912	12,953,452	1,765,409
Christian Cook	219,154,173	13,036,191	1,765,409
Leslie Heisz	227,838,728	4,351,636	1,765,409
Alain Monié	219,238,733	12,951,631	1,765,409

Proposal 2 – Advisory Vote on Executive Compensation

The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

For			Against			Abstain			Broker Non-Vote
231,113,490			1,075,605			1,269			1,765,409

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The Company’s stockholders voted to approve, on an advisory basis, a frequency of “one year” for future advisory votes on the compensation of the Company’s named executive officers.

1 Year			2 Years			3 Years			Abstain			Broker Non-Vote
232,172,814			2,542			12,712			2,296			1,765,409

In consideration of the stockholders’ vote, and consistent with the recommendation of the board of directors, the board of directors has determined that, going forward, the Company will hold an advisory vote on the compensation of its named executive officers on an annual basis.

Proposal 4 – Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

For			Against			Abstain			Broker Non-Vote
233,842,087			111,459			2,227			0

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 HOLDING CORPORATION By: /s/ ~~Augusto~~Michael ~~Aragone~~Zilis Name: ~~Augusto~~Michael ~~Aragone~~Zilis Title: Executive Vice President, ~~Secretary~~ and ~~General~~Chief ~~Counsel~~Financial Officer

Date: June 920, 2025

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