Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 21, 2024

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

_____________________________

Delaware

0-25092

86-0766246

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2701 East Insight Way,

Chandler,

Arizona

85286

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(480) 333-3000

Not Applicable

(Former name or former address, if changed since last report)

_____________________________

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))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01

NSIT

The NASDAQ Global Select Market

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			☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Insight Enterprises, Inc. (“Insight” or the “Company”) was held on May 21, 2024. At the Company’s 2024 Annual Meeting of Stockholders, the following proposals were considered:

a.The election of ten directors, whose terms expired at the 2024 Annual Meeting, to serve until the 2025 Annual Meeting of Stockholders;

b.An advisory vote to approve named executive officer compensation;

c.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

The final voting results for each proposal are provided below. For beneficial owners holding Insight common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

Proposal 1

Ten directors were elected, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:

Richard E. Allen –

For – 30,217,483, Against – 136,361, Abstentions – 351,422, Broker Non-Votes – 873,909

Bruce W. Armstrong –

For – 30,479,079, Against – 52,133, Abstentions – 174,054, Broker Non-Votes – 873,909

Alexander L. Baum –

For – 30,551,533, Against – 68,871, Abstentions – 84,862, Broker Non-Votes – 873,909

Linda M. Breard –

For – 30,400,362, Against – 248,288, Abstentions – 56,616, Broker Non-Votes – 873,909

Timothy A. Crown –

For – 30,150,852, Against – 71,663, Abstentions – 482,751, Broker Non-Votes – 873,909

Catherine Courage –

For – 30,599,366, Against – 51,842, Abstentions – 54,058, Broker Non-Votes – 873,909

Anthony A. Ibargüen –

For – 30,296,825, Against – 51,535, Abstentions – 356,906, Broker Non-Votes – 873,909

Joyce A. Mullen –

For – 30,453,411, Against – 50,746, Abstentions – 201,109, Broker Non-Votes – 873,909

Kathleen S. Pushor –

For – 30,318,892, Against – 105,464, Abstentions – 280,910, Broker Non-Votes – 873,909

Girish Rishi –

For – 30,605,944, Against – 51,437, Abstentions – 47,885, Broker Non-Votes – 873,909

Proposal 2

The stockholders voted, on an advisory basis, to approve the compensation of Insight’s named executive officers, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:

For – 29,982,365, Against – 708,053, Abstentions – 14,848, Broker Non-Votes – 873,909

Proposal 3

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:

For – 30,976,214, Against – 594,591, Abstentions – 8,370

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.

Insight Enterprises, Inc.

Date:

May 21, 2024

By:

/s/ Rachael A. Crump

Rachael A. Crump

Chief Accounting Officer

Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	INSIGHT ENTERPRISES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-25092
Entity Tax Identification Number	86-0766246
Entity Address, Address Line One	2701 East Insight Way,
Entity Address, City or Town	Chandler,
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85286
City Area Code	480
Local Phone Number	333-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01
Trading Symbol	NSIT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000932696
Amendment Flag	false