Item 9A. Controls and Procedures
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 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. 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, 2021, 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, 2021.
(b) Changes in 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.
(c) Disclosure Controls and Procedures
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.
(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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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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 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.
Item 11. Executive Compensation
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.
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
Our independent registered public accounting firm is KPMG LLP , Phoenix, AZ , Auditor Firm ID: 185 .
The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
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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.
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K
YEAR ENDED DECEMBER 31, 2021
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)
Restricted Stock Unit Agreement Template for Service-Based Awards
X
10.6 (3)
Restricted Stock Unit Agreement Template for Performance-Based (ROIC) Awards
X
10.7 (3)
Restricted Stock Unit Agreement Template for Performance-Based (Relative Total Shareholder Return Performance Goal) Awards
X
10.8 (3)
Insight Enterprises, Inc. Executive Management Separation Plan effective as of August 29, 2019
10-Q 000-25092 10.1 May 6, 2021
10.9 (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
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
YEAR ENDED DECEMBER 31, 2021
Commission File No. 000-25092
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit
Number Filing
Date Filed/Furnished
Herewith
10.10 (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
10.11 (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
10.12 (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)
Employment Agreement between Insight Enterprises, Inc. and Joyce Mullen effective October 14, 2021
8-K 000-25092 10.1 October 18, 2021
10.15 (3)
Executive Employment Agreement between Insight Enterprises, Inc. and James A. Morgado dated as of January 17, 2022
X
10.16 Form of Bond Hedge Confirmation.
8-K 000-25092 10.1 August 15, 2019
10.17 Form of Warrant Confirmation.
8-K 000-25092 10.2 August 15, 2019
10.18 (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
10.19 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.
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 10, 2022
X
24.2 Power of Attorney for Richard E. Allen dated February 10, 2022
X
24.3 Power of Attorney for Bruce W. Armstrong dated February 10, 2022
X
24.4 Power of Attorney for Linda M. Breard dated February 10, 2022
X
24.5 Power of Attorney for Catherine Courage dated February 14, 2022
X
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
YEAR ENDED DECEMBER 31, 2021
Commission File No. 000-25092
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit
Number Filing
Date Filed/Furnished
Herewith
24.6 Power of Attorney for Anthony A. Ibargüen dated February 9 , 202 2
X
24.7 Power of Attorney for Kathleen S. Pushor dated February 14, 2022
X
24.8 Power of Attorney for Girish Rishi dated February 14, 2022
X
24.9 Power of Attorney for Alexander L. Baum dated February 11, 2022
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
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. 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, Linda Breard, Glynis A. Bryan, Catherine Courage, Samuel C. Cowley, Timothy A. Crown, Rachael A. Crump, Anthony A. Ibargüen, James A. Morgado, Joyce A. 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.
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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/ Joyce A. Mullen
Joyce A. Mullen
President and Chief Executive Officer
Dated: 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.
Signature Title Date
/s/ Joyce A. Mullen President, Chief Executive Officer and Director (principal executive officer) February 18, 2022
Joyce A. Mullen
/s/ Glynis A. Bryan Chief Financial Officer
(principal financial officer) February 18, 2022
Glynis A. Bryan
/s/ Rachael A. Crump Global Corporate Controller
(principal accounting officer) February 18, 2022
Rachael A. Crump
/s/ Timothy A. Crown* Chairman of the Board February 18, 2022
Timothy A. Crown
/s/ Richard E. Allen* Director February 18, 2022
Richard E. Allen
/s/ Bruce W. Armstrong* Director February 18, 2022
Bruce W. Armstrong
/s/ Alexander L. Baum* Director February 18, 2022
Alexander L. Baum
/s/ Linda M. Breard* Director February 18, 2022
Linda M. Breard
/s/ Catherine Courage* Director February 18, 2022
Catherine Courage
/s/ Anthony A. Ibargüen* Director February 18, 2022
Anthony A. Ibargüen
/s/ Kathleen S. Pushor* Director February 18, 2022
Kathleen S. Pushor
/s/ Girish Rishi* Director February 18, 2022
Girish Rishi
* By: /s/ Samuel C. Cowley
Samuel C. Cowley, Attorney in Fact
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