INSIGHT ENTERPRISES INC 10-K

Item 9A. Controls and Procedures (a) Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020, based on the criteria established in COSO’s Internal Control – Integrated Framework (2013). KPMG LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements in Part II, Item 8 of this report, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2020. (b) Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. (c) Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report, evaluated the effectiveness of our disclosure controls and procedures and determined that as of December 31, 2020 our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (d) Inherent Limitations of Disclosure Controls and Internal Control Over Financial Reporting Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Item 9B. Other Information Not applicable. 91 INSIGHT ENTERPRISES, INC. PART III Item 10. Directors, Executive Officers and Corporate Governance The names of the executive officers of Insight and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1 of this report under the caption “Information about our Executive Officers.” Other information required by this item can be found in our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders (our “Proxy Statement”) and is incorporated herein by reference. Item 11. Executive Compensation The information required by this item can be found in our Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item can be found in our Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item can be found in our Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this item can be found in our Proxy Statement and is incorporated herein by reference. 92 INSIGHT ENTERPRISES, INC. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules The Consolidated Financial Statements of Insight Enterprises, Inc. and subsidiaries and the related Reports of Independent Registered Public Accounting Firm are filed herein as set forth under Part II, Item 8 of this report. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included in the Consolidated Financial Statements or notes thereto. (b) Exhibits The exhibits list is incorporated herein by reference as the list of exhibits required as part of this report. Item 16. Form 10-K Summary None. 93 INSIGHT ENTERPRISES, INC. EXHIBITS TO FORM 10-K YEAR ENDED DECEMBER 31, 2020 Commission File No. 000-25092 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed/Furnished Herewith 2.1 (1) Agreement and Plan of Merger, dated as of November 6, 2016, by and among Insight Enterprises, Inc., Reef Acquisition Co., and Datalink Corporation 8-K 000-25092 2.1 November 7, 2016 2.2 (1) Agreement and Plan of Merger, dated as of June 23, 2019, by and among Insight Enterprises, Inc., Trojan Acquisition Corp. and PCM 8-K 000-25092 2.1 June 24, 2019 3.1 Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc. 10-K 000-25092 3.1 February 17, 2006 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc. 8-K 000-25092 3.1 May 21, 2015 3.3 Amended and Restated Bylaws of Insight Enterprises, Inc. 8-K 000-25092 3.2 May 21, 2015 4.1 (P) Specimen Common Stock Certificate S-1 33-86142 4.1 January 20, 1995 4.2 Indenture (including Form of Note) with respect to Insight Enterprises, Inc.’s 0.750% Convertible Senior Notes due 2025, dated August 15, 2019, by and among Insight Enterprises, Inc., Insight Direct USA, Inc. and U.S. Bank National Association, as trustee. 8-K 000-25092 4.1 August 15, 2019 4.3 Description of Company’s securities 10-K 000-25092 4.3 February 21, 2020 10.1 ( 2 ) Form of Indemnification Agreement 10-K 000-25092 10.1 July 26, 2007 10.2 ( 3 ) Amended Insight Enterprises, Inc. 2007 Omnibus Plan Proxy Statement 000-25092 Annex A April 4, 2011 10.3 ( 3 ) First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan Proxy Statement 000-25092 Annex A April 5, 2016 10.4 (3) Insight Enterprises, Inc. 2020 Omnibus Plan S-8 333-238543 99.1 May 20, 2020 10.5 ( 3 ) Executive Management Separation Plan effective as of January 1, 2008 10-Q 000-25092 10.5 November 7, 2008 10.6 (3) First Amendment to the Insight Enterprises, Inc. Executive Management Separation Plan effective as of February 1, 2020 10-K 000-25092 10.5 February 21, 2020 10.7 ( 3 ) Amended and Restated Employment Agreement between Insight Enterprises, Inc. and Glynis A. Bryan dated as of January 1, 2009 8-K 000-25092 10.3 January 7, 2009 10.8 ( 3 ) Executive Employment Agreement between Insight Enterprises, Inc. and Kenneth T. Lamneck, dated as of December 14, 2009 10-K 000-25092 10.24 February 25, 2010 95 INSIGHT ENTERPRISES, INC. EXHIBITS TO FORM 10-K (continued) YEAR ENDED DECEMBER 31, 2019 Commission File No. 000-25092 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed/Furnished Herewith 10.9 ( 3 ) Employment Agreement between Insight Enterprises, Inc. and Rachael A. Bertrandt, dated as of September 30, 2018 10-Q 000-25092 10.1 November 7, 2018 10.10 ( 3 ) Managing Director Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann 8-K 000-25092 10.1 October 30, 2013 10.11 (3) Amendment to the Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann 8-K 000-25092 10.1 January 6, 2021 10.12 ( 3 ) Executive Employment Agreement between Insight Enterprises, Inc. and Samuel C. Cowley, dated June 7, 2016 10-K 000-25092 10.12 February 2, 2017 10.13 ( 3 ) Executive Employment Agreement between Insight Enterprises, Inc. and Jeffery Shumway, dated May 6, 2019 10-K 000- 25092 10.12 February 21, 2020 10.14 (3) Executive Employment Agreement between Insight Enterprises, Inc. and Joyce Mullen dated as of September 15, 2020 10-Q 000-25092 10.1 November 3, 2020 10.15 Form of Bond Hedge Confirmation. 8-K 000-25092 10.1 August 15, 2019 10.16 Form of Warrant Confirmation. 8-K 000-25092 10.2 August 15, 2019 10.17 (4) Credit Agreement, dated as of August 30, 2019, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc. party thereto as borrowers and guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. 8-K 000-25092 10.1 August 30, 2019 10.18 First Amendment to Credit Agreement, dated as of July 31, 2020, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc. party thereto as borrowers and grantors, JPMorgan, N.A., as administrative agent, and the lenders party thereto. 10-Q 000-25092 10.2 August 6, 2020 21 Subsidiaries of Insight Enterprises, Inc. X 23.1 Consent of KPMG LLP X 24.1 Power of Attorney for Timothy A. Crown dated February 5, 2021 X 24.2 Power of Attorney for Richard E. Allen dated February 5, 2021 X 24.3 Power of Attorney for Bruce W. Armstrong dated February 5, 2021 X 24.4 Power of Attorney for Linda M. Breard dated February 6, 2021 X 95 INSIGHT ENTERPRISES, INC. EXHIBITS TO FORM 10-K (continued) YEAR ENDED DECEMBER 31, 2019 Commission File No. 000-25092 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed/Furnished Herewith 24. 5 Power of Attorney for Catherine Courage dated February 5, 2021 X 24.6 Power of Attorney for Anthony A. Ibargüen dated February 5, 2021 X 24.7 Power of Attorney for Kathleen S. Pushor dated February 5, 2021 X 24.8 Power of Attorney for Girish Rishi dated February 12, 2021 X 31.1 Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14 X 31.2 Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14 X 32.1 Certification of Chief Executive Office and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 96 INSIGHT ENTERPRISES, INC. EXHIBITS TO FORM 10-K (continued) YEAR ENDED DECEMBER 31, 2019 Commission File No. 000-25092 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed/Furnished Herewith 10 4 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) X (1) Certain schedules and exhibits (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish copies of any such schedules and exhibits (or similar attachments) to the SEC upon request. (2) We have entered into a separate indemnification agreement with each of the following directors and executive officers that differ only in names and dates: Richard E. Allen, Bruce W. Armstrong, Rachael A. Bertrandt Crump, Linda Breard, Glynis A. Bryan, Catherine Courage, Samuel C. Cowley, Timothy A. Crown, Wolfgang Ebermann, Anthony A. Ibargüen, Helen K. Johnson, Kenneth T. Lamneck, Joyce Mullen, Kathleen S. Pushor, Girish Rishi and Jeffery Shumway. Pursuant to the instructions accompanying Item 601 of Regulation S-K, the Registrant is filing the form of such indemnification agreement. ( 3 ) Management contract or compensatory plan or arrangement. (4) Certain schedules and exhibits (or similar attachments) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish copies of any such schedules and exhibits (or similar attachments) to the SEC upon request. (P) Paper exhibit. 97 INSIGHT ENTERPRISES, INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INSIGHT ENTERPRISES, INC. By /s/ Kenneth T. Lamneck Kenneth T. Lamneck Chief Executive Officer Dated: February 16, 2021 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date President, Chief Executive Officer /s/ Kenneth T. Lamneck and Director (principal executive February 16, 2021 Kenneth T. Lamneck officer) /s/ Glynis A. Bryan Chief Financial Officer February 16, 2021 Glynis A. Bryan (principal financial officer) /s/ Rachael A. Bertrandt Crump Global Corporate Controller February 16, 2021 Rachael A. Bertrandt Crump (principal accounting officer) /s/ Timothy A. Crown* Chairman of the Board February 16, 2021 Timothy A. Crown /s/ Richard E. Allen* Director February 16, 2021 Richard E. Allen /s/ Bruce W. Armstrong* Director February 16, 2021 Bruce W. Armstrong /s/ Linda M. Breard* Director February 16, 2021 Linda M. Breard /s/ Catherine Courage* Director February 16, 2021 Catherine Courage /s/ Anthony A. Ibarg ü en* Director February 16, 2021 Anthony A. Ibarg ü en /s/ Kathleen S. Pushor* Director February 16, 2021 Kathleen S. Pushor /s/ Girish Rishi* Director February 16, 2021 Girish Rishi * By: /s/ Samuel C. Cowley Samuel C. Cowley, Attorney in Fact 98