Insight Enterprises Inc. Files Definitive Proxy Statement

TL;DR

<b>Insight Enterprises, Inc. has filed its Definitive Proxy Statement for the period ending December 31, 2023.</b>

AI Summary

INSIGHT ENTERPRISES INC (NSIT) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Insight Enterprises, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing covers the period ending December 31, 2023. The company's fiscal year ends on December 31. Insight Enterprises, Inc. is incorporated in Delaware. The company's principal business address is in Chandler, Arizona.

Why It Matters

For investors and stakeholders tracking INSIGHT ENTERPRISES INC, this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding annual meetings, executive compensation, and voting matters. Shareholders should review this document to understand key corporate governance issues, including proposals to be voted on and details about director nominations and executive compensation packages.

Risk Assessment

Risk Level: low — INSIGHT ENTERPRISES INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate material events or significant changes requiring a higher risk assessment.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to inform voting decisions.

Key Numbers

• 2024-04-04 — Filing Date (DEF 14A filing date)
• 2024-05-21 — Period of Report (Conformed period of report)
• 2023-12-31 — Fiscal Year End (Fiscal year end date)
• 1934 — SEC Act (The Securities Exchange Act of 1934)

Key Players & Entities

• INSIGHT ENTERPRISES INC (company) — Filer name
• 0000932696 (company) — Central Index Key
• DE (company) — State of Incorporation
• CHANDLER (company) — City
• AZ (company) — State
• 85286 (company) — ZIP code
• 480-889-9500 (company) — Business phone

FAQ

Industry Context

Insight Enterprises operates in the technology solutions and services sector, focusing on cloud, data, and digital transformation.

Regulatory Implications

As a publicly traded company, Insight Enterprises is subject to the reporting requirements of the Securities and Exchange Commission (SEC), including the filing of proxy statements.

What Investors Should Do

1. Review the full DEF 14A filing for detailed information on executive compensation and board member proposals.
2. Note the fiscal year end of December 31, 2023, for financial reporting context.
3. Confirm the filing date of April 4, 2024, for the latest disclosures.

Key Dates

• 2024-04-04: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)
• 2024-05-21: Period of Report — The period covered by the proxy statement
• 2023-12-31: Fiscal Year End — The end date of the fiscal year reported

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending December 31, 2023, filed on April 4, 2024. No prior filing data for this specific period is available in this extract.

Key Financial Figures

• $620 million — cash flows from operating activities of $620 million and achieved diluted earnings per share
• $7.55 — achieved diluted earnings per share of $7.55 and record Adjusted* diluted earnings p
• $9.69 — Adjusted* diluted earnings per share of $9.69 for the year. We are incredibly proud
• $9.2 billion — Net sales decreased 12% year to year to $9.2 billion. Gross profit increased 2% year over y
• $1.7 billion — s profit increased 2% year over year to $1.7 billion. Gross margin expanded 250 basis point
• $420 million — erations increased 1% year over year to $420 million and non-GAAP Adjusted* earnings from op
• $492 million — erations increased 5% year over year to $492 million. Diluted earnings per share decreased
• $420 m — from operations ("EFO") growth of 1% to $420 million, and non-GAAP Adjusted* EFO growt
• $7 — rnings per share ("EPS") declined 1% to $7.55, and non-GAAP Adjusted* diluted EPS
• $100 — tents The following chart shows how a $100 investment in the Company's common stoc
• $435 — December 31, 2018, would have grown to $435 on December 31, 2023. The chart also sh
• $203 — x) ($100 investment would have grown to $203) and the NASDAQ US Benchmark Computer H
• $482 — x) ($100 investment would have grown to $482) over the same period, with dividends r

Filing Documents

• nsit-20240404.htm (DEF 14A) — 1433KB
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• 0001628280-24-014836.txt (&nbsp;) — 8728KB
• nsit-20240404.xsd (EX-101.SCH) — 3KB
• nsit-20240404_def.xml (EX-101.DEF) — 4KB
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FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 86 APPENDIX A A-1 INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NON-GAAP ADJUSTED FINANCIAL MEASURE RECONCILIATIONS A-1 Table of Contents VOTING INFORMATION Who is Eligible to Vote You are entitled to vote at the Annual Meeting if you were a stockholder of Insight Enterprises, Inc. (the "Company" or "Insight") as of the close of business on March 27, 2024, the record date for the Annual Meeting. Participate in the Future of Insight – Vote Today Please cast your vote as soon as possible on all the proposals listed below to ensure that your shares are represented. More Information Board Recommendation Proposal 1 Election of Directors Page 19 FOR each Director Nominee Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation Page 31 FOR Proposal 3 Ratification of Independent Registered Public Accounting Firm Page 76 FOR Voting in Advance of the Annual Meeting Even if you plan to attend our Annual Meeting in person, please read this proxy statement with care and vote right away as described below. For stockholders of record, have your notice and proxy card in hand and follow the instructions. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee, including whether telephone or Internet options are available. INTERNET / MOBILE PHONE MAIL Visit 24/7: www.proxypush.com/nsit Use the Internet to vote your proxy until 11:59 p.m. (ET) on May 20, 2024. Dial toll free 24/7: 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (ET) on May 20, 2024. Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Voting at the Annual Meeting You may vote in person at the Annual Meeting, which will be held on Tuesday, May 21, 2024, at 8:30 a.m. MST, at the Insight global headquarters, 2701 E. Insight Way, Chandler, Arizona 85286. If you hold your shares throu

Executive Compensation Highlights

Executive Compensation Highlights Chief Executive Officer Pay for Performance Our executive compensation program is focused on driving profitability growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses on variable, performance-based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart below, in 2023, approximately 85% of the target total direct compensation of our President and Chief Executive Officer (CEO), Joyce A. Mullen, was variable and/or "at-risk" and earned only if performance goals are met. 6 Table of Contents Our Executive Compensation Practices Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives: Our Executive Compensation Practices Emphasis on at-risk compensation, with significant percentage delivered in the form of variable compensation Long-term performance objectives aligned with the creation of stockholder value Compensation Committee consists of independent directors only Annual review of our compensation-related risk profile Market comparison of executive compensation against relevant peer group information Use of an independent compensation consultant reporting directly to the Compensation Committee and providing services only at the committee's discretion Robust stock ownership guidelines Clawback policy We do not provide excessive executive perquisites We do not provide excessive severance benefits We do not offer tax gross-ups for changes in control, except for one legacy arrangement granted years ago We prohibit repricing of underwater stock options under our long-term incentive plan without stockholder approval We prohibit hedging or short sales of our securities, and we prohibit pledging of our securities except in limited circumstances with pre-appro

View Full Filing

View this DEF 14A filing on SEC EDGAR