What changed in this filing

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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-17 · 98 added, 94 removed, 123 unchanged (61% of the section changed)

1 unchanged sentence

(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 is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under 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, 2021.

3 unchanged sentences

(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.

There was no change in our internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act).

We maintain disclosure controls and procedures (as defined in Rules 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, 2021 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.

4 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

INSIGHT ENTERPRISES, INC.

1 unchanged sentence

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.

Other information required by this item can be found in our definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2021 (our “Proxy Statement”) and is incorporated herein by reference.

Executive Compensation

The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

On February 15, 2022, the Compensation Committee of the Board of Directors of the Company approved changes to the design of the Company’s 2022 equity compensation program applicable to the Company’s executive officers and other members of senior management (the “2022 Equity Compensation Plan”).

Under the 2022 Equity Compensation Plan, the Company awards RSUs to participants based on achievement of various objectives.

The three elements of the plan are:

(i) 30% of target is based on achievement of adjusted ROIC performance over a one-year measurement period with the awards vesting ratably over three years;

(ii) 30% of target is based on achievement of relative total shareholder return (rTSR) over a three-year measurement period with the awards cliff vesting after three years;

and (iii) 40% of target is based on service with the awards vesting ratably over three years.

The Compensation Committee also approved one-time bridge grants to eligible employees in connection with the transition from annual vesting of all RSUs to three-year cliff vesting for the rTSR awards.

Accordingly, the following named executive officers will receive bridge grants of RSUs in the following amounts:

Joyce Mullen, $500,000;

Glynis Bryan, $300,000;

and Samuel Cowley, $150,000.

The bridge grants vest ratably over two years.

The other information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

3 unchanged sentences

Principal Accountant Fees and Services

Our independent registered public accounting firm is KPMG LLP , Phoenix, AZ , Auditor Firm ID:

The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

12 unchanged sentences

Incorporated by Reference

Exhibit Description

Filed/Furnished

Number Exhibit Description Form File No.

Number Filing

Date Filed/Furnished

Agreement and Plan of Merger, dated as of November 6, 2016, by and among Insight Enterprises, Inc., Reef Acquisition Co., and Datalink Corporation

November 7, 2016

8-K 000-25092 2.1 November 7, 2016

Agreement and Plan of Merger, dated as of June 23, 2019, by and among Insight Enterprises, Inc., Trojan Acquisition Corp.

June 24, 2019

8-K 000-25092 2.1 June 24, 2019

3.1 Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

February 17, 2006

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.

Specimen Common Stock Certificate

January 20, 1995

8-K 000-25092 3.2 May 21, 2015

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.

Bank National Association, as trustee.

August 15, 2019

8-K 000-25092 4.1 August 15, 2019

4.3 Description of Company’s securities

February 21, 2020

10-K 000-25092 4.3 February 21, 2020

Form of Indemnification Agreement

July 26, 2007

10-K 000-25092 10.1 July 26, 2007

Amended Insight Enterprises, Inc.

2007 Omnibus Plan

Proxy Statement

April 4, 2011

Proxy Statement 000-25092 Annex A April 4, 2011

First Amendment to the Amended Insight Enterprises, Inc.

2007 Omnibus Plan

Proxy Statement

April 5, 2016

Proxy Statement 000-25092 Annex A April 5, 2016

Insight Enterprises, Inc.

2020 Omnibus Plan

Executive Management Separation Plan effective as of January 1, 2008

November 7, 2008

S-8 333-238543 99.1 May 20, 2020

Restricted Stock Unit Agreement Template for Service-Based Awards

Restricted Stock Unit Agreement Template for Performance-Based (ROIC) Awards

Restricted Stock Unit Agreement Template for Performance-Based (Relative Total Shareholder Return Performance Goal) Awards

Insight Enterprises, Inc.

Executive Management Separation Plan effective as of August 29, 2019

10-Q 000-25092 10.1 May 6, 2021

First Amendment to the Insight Enterprises, Inc.

Executive Management Separation Plan effective as of February 1, 2020

February 21, 2020

Amended and Restated Employment Agreement between Insight Enterprises, Inc.

and Glynis A.

Bryan dated as of January 1, 2009

January 7, 2009

Executive Employment Agreement between Insight Enterprises, Inc.

and Kenneth T.

Lamneck, dated as of December 14, 2009

February 25, 2010

10-K 000-25092 10.5 February 21, 2020

INSIGHT ENTERPRISES, INC.

3 unchanged sentences

Incorporated by Reference

Exhibit Description

Filed/Furnished

Number Exhibit Description Form File No.

Number Filing

Date Filed/Furnished

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

Employment Agreement between Insight Enterprises, Inc.

1 unchanged sentence

Bertrandt, dated as of September 30, 2018

November 7, 2018

Managing Director Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann

October 30, 2013

Amendment to the Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann

January 6, 2021

10-Q 000-25092 10.1 November 7, 2018

Executive Employment Agreement between Insight Enterprises, Inc.

1 unchanged sentence

Cowley, dated June 7, 2016

February 2, 2017

10-K 000-25092 10.12 February 2, 2017

Executive Employment Agreement between Insight Enterprises, Inc.

and Jeffery Shumway, dated May 6, 2019

February 21, 2020

10-K 000- 25092 10.12 February 21, 2020

Employment Agreement between Insight Enterprises, Inc.

and Joyce Mullen effective October 14, 2021

8-K 000-25092 10.1 October 18, 2021

Executive Employment Agreement between Insight Enterprises, Inc.

and Joyce Mullen dated as of September 15, 2020

November 3, 2020

Morgado dated as of January 17, 2022

10.16 Form of Bond Hedge Confirmation.

August 15, 2019

8-K 000-25092 10.1 August 15, 2019

10.17 Form of Warrant Confirmation.

August 15, 2019

8-K 000-25092 10.2 August 15, 2019

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.

August 30, 2019

8-K 000-25092 10.1 August 30, 2019

10.19 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.

August 6, 2020

10-Q 000-25092 10.2 August 6, 2020

21 Subsidiaries of Insight Enterprises, Inc.

8 unchanged sentences

Breard dated February 10, 2022

24.5 Power of Attorney for Catherine Courage dated February 14, 2022

INSIGHT ENTERPRISES, INC.

3 unchanged sentences

Incorporated by Reference

Exhibit Description

Filed/Furnished

Power of Attorney for Catherine Courage dated February 5, 2021

Number Exhibit Description Form File No.

Number Filing

Date Filed/Furnished

24.6 Power of Attorney for Anthony A.

3 unchanged sentences

24.8 Power of Attorney for Girish Rishi dated February 14, 2022

24.9 Power of Attorney for Alexander L.

Baum dated February 11, 2022

31.1 Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14

2 unchanged sentences

Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002

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

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2019

Commission File No.

Incorporated by Reference

Exhibit Description

Filed/Furnished

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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

104 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.

2 unchanged sentences

Allen, Bruce W.

Armstrong, Rachael A.

Bertrandt Crump, Linda Breard, Glynis A.

Armstrong, 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.

Crown, Rachael A.

Crump, Anthony A.

Ibargüen, James A.

Morgado, Joyce A.

Mullen, Kathleen S.

Pushor, Girish Rishi, and Jeffery Shumway.

3 unchanged sentences

The Company agrees to furnish copies of any such schedules and exhibits (or similar attachments) to the SEC upon request.

Paper exhibit.

(P) Paper exhibit.

INSIGHT ENTERPRISES, INC.

1 unchanged sentence

INSIGHT ENTERPRISES, INC.

/s/ Kenneth T.

Chief Executive Officer

By /s/ Joyce A.

President and Chief Executive Officer

February 18, 2022

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.

President, Chief Executive Officer

/s/ Kenneth T.

and Director (principal executive

February 16, 2021

Signature Title Date

Mullen President, Chief Executive Officer and Director (principal executive officer) February 18, 2022

/s/ Glynis A.

Chief Financial Officer

February 16, 2021

(principal financial officer)

Bryan Chief Financial Officer

(principal financial officer) February 18, 2022

/s/ Rachael A.

Bertrandt Crump

Global Corporate Controller

February 16, 2021

Bertrandt Crump

(principal accounting officer)

Crump Global Corporate Controller

(principal accounting officer) February 18, 2022

/s/ Timothy A.

Chairman of the Board

February 16, 2021

Crown* Chairman of the Board February 18, 2022

/s/ Richard E.

February 16, 2021

/s/ Catherine Courage*

February 16, 2021

Allen* Director February 18, 2022

Armstrong* Director February 18, 2022

/s/ Alexander L.

Baum* Director February 18, 2022

Breard* Director February 18, 2022

/s/ Catherine Courage* Director February 18, 2022

Catherine Courage

/s/ Anthony A.

February 16, 2021

Ibargüen* Director February 18, 2022

/s/ Kathleen S.

February 16, 2021

/s/ Girish Rishi*

February 16, 2021

Pushor* Director February 18, 2022

/s/ Girish Rishi* Director February 18, 2022

/s/ Samuel C.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures