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 17, 2023
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 17, 2023. At the Company’s 2023 Annual Meeting of Stockholders, the following proposals were considered:
a.The election of ten directors, whose terms expired at the 2023 Annual Meeting, to serve until the 2024 Annual Meeting of Stockholders;
b.An advisory vote to approve named executive officer compensation;
c.An Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation;
d.The Approval of the Insight Enterprises, Inc. 2023 Employee Stock Purchase Plan; and
e.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
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 – 30,136,507, Against – 229,314, Abstentions – 401,693, Broker Non-Votes – 975,936
Bruce W. Armstrong –
For – 30,423,142, Against – 230,014, Abstentions – 114,358, Broker Non-Votes – 975,936
Alexander L. Baum –
For – 30,424,669, Against – 229,926, Abstentions – 112,919, Broker Non-Votes – 975,936
Linda M. Breard –
For – 30,427,354, Against – 228,537, Abstentions – 111,623, Broker Non-Votes – 975,936
Timothy A. Crown –
For – 30,275,303, Against – 121,518, Abstentions – 370,693, Broker Non-Votes – 975,936
Catherine Courage –
For – 30,425,784, Against – 230,107, Abstentions – 111,623, Broker Non-Votes – 975,936
Anthony A. Ibargüen –
For – 30,167,551, Against – 231,227, Abstentions – 368,736, Broker Non-Votes – 975,936
Joyce A. Mullen –
For – 30,309,574, Against – 116,946, Abstentions – 340,994, Broker Non-Votes – 975,936
Kathleen S. Pushor –
For – 30,294,890, Against – 117,704, Abstentions – 354,920, Broker Non-Votes – 975,936
Girish Rishi –
For – 30,541,608, Against – 114,458, Abstentions – 111,448, Broker Non-Votes – 975,936
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 – 30,166,718, Against – 589,423, Abstentions – 11,373, Broker Non-Votes – 975,936
Proposal 3
The stockholders voted, on an advisory basis, to approve on the frequency of future advisory votes to approve named executive officer compensation, and the aggregate votes cast for the option of one year, two years, or three years, as well as the abstentions and broker non-votes, were as follows:
One Year – 29,374,906, Two Years – 1,264, Three Years – 1,381,309, Abstentions - 10,035, Broker Non-Votes – 975,936
Proposal 4
The stockholders voted to approve the Insight Enterprises, Inc. 2023 Employee Stock Purchase Plan, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:
For – 30,645,898, Against – 119,175, Abstentions – 2,441, Broker Non-Votes – 975,936
Proposal 5
The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:
For – 31,308,113, Against – 426,846, Abstentions – 8,491
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 17, 2023 | By: | /s/ Rachael A. Crump | |||||||||||
| Rachael A. Crump | ||||||||||||||
| Principal Accounting Officer | ||||||||||||||