5 unchanged sentences
Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023, based on the criteria established in COSO’s Internal Control – Integrated Framework (2013).
+Added: We completed the acquisition of SADA on December 1, 2023.
+Added: As permitted under SEC guidance, management’s assessment as of December 31, 2023 did not include an assessment of the effectiveness of internal control over financial reporting of SADA, which constituted approximately 15% of the Company's total assets as of December 31, 2023 and less than 1% of the Company's consolidated net sales for the year ended December 31, 2023.
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, 2023.
(b) Changes in Internal Control Over Financial Reporting
−Removed: There was no change in our internal control over financial reporting during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except as described below, there was no change in our internal control over financial reporting during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: As noted above, on December 1, 2023 we completed the acquisition of SADA.
+Added: We are currently integrating SADA into our control environment.
+Added: In executing this integration, we are analyzing, evaluating, and where necessary, making changes in controls and procedures related to the SADA business, which is expected to be completed in the year ended December 31, 2024.
(c) Disclosure Controls and Procedures
4 unchanged sentences
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.
+Added: INSIGHT ENTERPRISES, INC.
Other Information
−Removed: Not applicable.
+Added: Rule 10b5-1 Trading Plans
+Added: During the three months ended December 31, 2023, none of our directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
29 unchanged sentences
Date Filed/Furnished
−Removed: Agreement and Plan of Merger, dated as of November 6, 2016, by and among Insight Enterprises, Inc., Reef Acquisition Co., and Datalink Corporation
−Removed: 8-K 000-25092 2.1 November 7, 2016
−Removed: Agreement and Plan of Merger, dated as of June 23, 2019, by and among Insight Enterprises, Inc., Trojan Acquisition Corp.
−Removed: 8-K 000-25092 2.1 June 24, 2019
+Added: Equity Purchase Agreement, dated as of October 25, 2023, by and among Insight Enterprises, Inc., SADA Systems, Inc., Verse Holdco, Inc., and the stockholders of Verse Holdco, Inc.
+Added: 8-K 000-25092 2.1 December 1, 2023
3.1 Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.
28 unchanged sentences
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: INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
5 unchanged sentences
Date Filed/Furnished
−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
First Amendment to the Insight Enterprises, Inc.
13 unchanged sentences
10-K 000-25092 10.12 February 2, 2017
−Removed: Executive Employment Agreement between Insight Enterprises, Inc.
−Removed: and Jeffery Shumway, dated May 6, 2019
−Removed: 10-K 000- 25092 10.12 February 21, 2020
Employment Agreement between Insight Enterprises, Inc.
+Added: and Adrian Gregory, dated as of October 05, 2022
+Added: 000- 25092 10.2 May 2, 2023
+Added: Employment Agreement between Insight Enterprises, Inc.
and Joyce Mullen effective October 14, 2021
10 unchanged sentences
10-Q 000-25092 10.1 August 4, 2022
+Added: E xe cutive Employmen t Agreement Between Insight Enterprises, Inc.
+Added: and Rob Green dated as of December 19, 2023
10.19 Form of Bond Hedge Confirmation.
18 unchanged sentences
party thereto as borrowers and grantors, JPMorgan, N.A., as administrative agent, and the lenders party thereto
+Added: 10-K 000-25092 10.22 February.
10.24 Third Amendment to Credit Agreement, dated as of July 22, 2022, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.
1 unchanged sentence
8-K 000-25092 10.1 July.
+Added: Insight Enterprises, Inc.
+Added: 2023 Employee Stock Purchase Plan
+Added: S-8 333-272062 99.1 May.
21 Subsidiaries of Insight Enterprises, Inc.
3 unchanged sentences
24.2 Power of Attorney for Richard E.
−Removed: Allen dated January 17, 2023
+Added: Allen dated Febr uary 2 , 202 4
24.3 Power of Attorney for Bruce W.
Armstrong dated January 29 , 202 4
+Added: 24.4 Power of Attorney for Alexa nder L .
+Added: B aum dated January 26 , 202 4
24.5 Power of Attorney for Linda M.
Breard dated January 26 , 202 4
−Removed: 24.5 Power of Attorney for Catherine Courage dated February 1, 2023
+Added: 24.6 Power of Attorney for Catherine Courage dated January 2 6 , 202 4
24.7 Power of Attorney for Anthony A.
3 unchanged sentences
24.9 Power of Attorney for Girish Rishi dated January 2 8 , 202 4
−Removed: 24.9 Power of Attorney for Alexander L.
−Removed: Baum dated January 17, 2023
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
INSIGHT ENTERPRISES, INC.
6 unchanged sentences
Date Filed/Furnished
+Added: 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.
Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Insight Enterprises, Inc.
+Added: Clawback Policy
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
5 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) X
−Removed: (1) Certain schedules and exhibits (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: (1) Certain schedules and exhibits (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
The Company agrees to furnish copies of any such schedules and exhibits (or similar attachments) to the SEC upon request.
+Added: (2) Portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated under the Securities Act because the information is (i) not material and (ii) the type that Insight treats as private or confidential.
+Added: Insight agrees to furnish an unredacted copy of this exhibit to the SEC upon request.
(3) We have entered into a separate indemnification agreement with each of the following directors and executive officers that differ only in names and dates:
6 unchanged sentences
Crown, Rachael A.
−Removed: Crump, Adrian Gregory, Anthony A.
+Added: Crump, Adrian Gregory, Rob Green, Anthony A.
Ibargüen, James A.
Morgado, Joyce A.
−Removed: Mullen, Sumana Nallapati, Kathleen S.
+Added: Mullen, Kathleen S.
Pushor, Girish Rishi, and Jennifer M.
17 unchanged sentences
/s/ Rachael A.
−Removed: Crump Global Corporate Controller
−Removed: (principal accounting officer) February 16, 2023
+Added: Crump Chief Accounting Officer
+Added: (principal accounting officer)
+Added: February 22, 2024
/s/ Timothy A.
16 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.