23 unchanged sentences
Executive Compensation
−Removed: 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”).
−Removed: Under the 2022 Equity Compensation Plan, the Company awards RSUs to participants based on achievement of various objectives.
−Removed: The three elements of the plan are:
−Removed: (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;
−Removed: (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;
−Removed: and (iii) 40% of target is based on service with the awards vesting ratably over three years.
−Removed: 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.
−Removed: Accordingly, the following named executive officers will receive bridge grants of RSUs in the following amounts:
−Removed: Joyce Mullen, $500,000;
−Removed: Glynis Bryan, $300,000;
−Removed: and Samuel Cowley, $150,000.
−Removed: The bridge grants vest ratably over two years.
−Removed: The other information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
+Added: The 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
−Removed: Our independent registered public accounting firm is KPMG LLP , Phoenix, AZ , Auditor Firm ID:
+Added: Our independent registered public accounting firm is KPMG LLP , Phoenix, AZ , PCAOB Firm ID:
The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
43 unchanged sentences
Restricted Stock Unit Agreement Template for Service-Based Awards
+Added: 10-K 000-25092 10.5 February 18, 2022
Restricted Stock Unit Agreement Template for Performance-Based (ROIC) Awards
+Added: 10-K 000-25092 10.6 February 18, 2022
Restricted Stock Unit Agreement Template for Performance-Based (Relative Total Shareholder Return Performance Goal) Awards
−Removed: Insight Enterprises, Inc.
−Removed: Executive Management Separation Plan effective as of August 29, 2019
−Removed: 10-Q 000-25092 10.1 May 6, 2021
−Removed: First Amendment to the Insight Enterprises, Inc.
−Removed: Executive Management Separation Plan effective as of February 1, 2020
10-K 000-25092 10.7 February 18, 2022
7 unchanged sentences
Date Filed/Furnished
+Added: Insight Enterprises, Inc.
+Added: Executive Management Separation Plan effective as of August 29, 2019
+Added: 10-Q 000-25092 10.1 May 6, 2021
+Added: First Amendment to the Insight Enterprises, Inc.
+Added: Executive Management Separation Plan effective as of February 1, 2020
+Added: 10-K 000-25092 10.5 February 21, 2020
Amended and Restated Employment Agreement between Insight Enterprises, Inc.
16 unchanged sentences
8-K 000-25092 10.1 October 18, 2021
−Removed: Executive Employment Agreement between Insight Enterprises, Inc.
+Added: E xecutive Employment Agreement between Insight Enterprises, Inc.
Morgado dated as of January 17, 2022
+Added: 10-K 000-25092 10.15 February 18, 2022
+Added: Executive Employment Agreement between Insight Enterprises, Inc.
+Added: and Daniel Burger dated as of March 15, 2022
+Added: 10-Q 000-25092 10.1 May 5, 2022
+Added: Executive Employment Agreement between Insight Enterprises, Inc.
+Added: and Jennifer M.
+Added: Vasin dated as of July 19, 2022
+Added: 10-Q 000-25092 10.1 August 4, 2022
10.18 Form of Bond Hedge Confirmation.
5 unchanged sentences
8-K 000-25092 10.1 August 30, 2019
+Added: INSIGHT ENTERPRISES, INC.
+Added: EXHIBITS TO FORM 10-K (continued)
+Added: YEAR ENDED DECEMBER 31, 2022
+Added: Commission File No.
+Added: Incorporated by Reference
+Added: Number Exhibit Description Form File No.
+Added: Number Filing
+Added: Date Filed/Furnished
10.21 First Amendment to Credit Agreement, dated as of July 31, 2020, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.
1 unchanged sentence
10-Q 000-25092 10.2 August 6, 2020
+Added: 10.22 Second Amendment to Credit Agreement, dated as of December 31, 2021, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.
+Added: party thereto as borrowers and grantors, JPMorgan, N.A., as administrative agent, and the lenders party thereto.
+Added: 10.23 Third Amendment to Credit Agreement, dated as of July 22, 2022, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.
+Added: party thereto as borrowers and grantors, JPMorgan, N.A., as administrative agent, and the lenders party thereto.
+Added: 8-K 000-25092 10.1 July.
21 Subsidiaries of Insight Enterprises, Inc.
1 unchanged sentence
24.1 Power of Attorney for Timothy A.
−Removed: Crown dated February 10, 2022
+Added: Crown dated January 18, 2023
24.2 Power of Attorney for Richard E.
−Removed: Allen dated February 10, 2022
+Added: Allen dated January 17, 2023
24.3 Power of Attorney for Bruce W.
−Removed: Armstrong dated February 10, 2022
+Added: Armstrong dated January 18, 2023
24.4 Power of Attorney for Linda M.
−Removed: Breard dated February 10, 2022
+Added: Breard dated January 17, 2023
24.5 Power of Attorney for Catherine Courage dated February 1, 2023
+Added: 24.6 Power of Attorney for Anthony A.
+Added: Ibargüen dated January 17, 2023
+Added: 24.7 Power of Attorney for Kathleen S.
+Added: Pushor dated January 22, 2023
+Added: 24.8 Power of Attorney for Girish Rishi dated January 20, 2023
+Added: 24.9 Power of Attorney for Alexander L.
+Added: Baum dated January 17, 2023
+Added: 31.1 Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14
+Added: 31.2 Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14
INSIGHT ENTERPRISES, INC.
6 unchanged sentences
Date Filed/Furnished
−Removed: 24.6 Power of Attorney for Anthony A.
−Removed: Ibargüen dated February 9 , 202 2
−Removed: 24.7 Power of Attorney for Kathleen S.
−Removed: Pushor dated February 14, 2022
−Removed: 24.8 Power of Attorney for Girish Rishi dated February 14, 2022
−Removed: 24.9 Power of Attorney for Alexander L.
−Removed: Baum dated February 11, 2022
−Removed: 31.1 Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14
−Removed: 31.2 Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14
32.1 Certification of Chief Executive Office and Chief Financial Officer Pursuant to 18 U.S.C.
11 unchanged sentences
Allen, Bruce W.
−Removed: Armstrong, Linda Breard, Glynis A.
−Removed: Bryan, Catherine Courage, Samuel C.
+Added: Armstrong, Alexander L.
+Added: Baum, Linda M.
+Added: Breard, Glynis A.
+Added: Bryan, Dee Burger, Catherine Courage, Samuel C.
Cowley, Timothy A.
Crown, Rachael A.
−Removed: Crump, Anthony A.
+Added: Crump, Adrian Gregory, Anthony A.
Ibargüen, James A.
Morgado, Joyce A.
−Removed: Mullen, Kathleen S.
−Removed: Pushor, Girish Rishi, and Jeffery Shumway.
+Added: Mullen, Sumana Nallapati, Kathleen S.
+Added: Pushor, Girish Rishi, and Jennifer M.
Pursuant to the instructions accompanying Item 601 of Regulation S-K, the Registrant is filing the form of such indemnification agreement.
36 unchanged sentences
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.