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, 2024. 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, 2024, 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, 2024.
(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, 2024 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, 2024 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
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, 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).
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INSIGHT ENTERPRISES, INC.
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 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2024 (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
Our independent registered public accounting firm is KPMG LLP , Phoenix, AZ , PCAOB 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, 2024
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)(2)
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.
8-K 000-25092 2.1 December 1, 2023
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
4.4 Indenture, dated as of May 20, 2024, by and among Insight Enterprises, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee
8-K 000-25092 4.1 May 20, 2024
4.5 Form of 6.625% Senior Notes Due 2032
8-K 000-25092 4.2 May 20, 2024
10.1 (3)
Form of Indemnification Agreement
10-K 000-25092 10.1 July 26, 2007
10.2 (4)
Amended Insight Enterprises, Inc. 2007 Omnibus Plan
Proxy Statement 000-25092 Annex A April 4, 2011
10.3 (4)
First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan
Proxy Statement 000-25092 Annex A April 5, 2016
10.4 (4)
Insight Enterprises, Inc. 2020 Omnibus Plan
S-8 333-238543 99.1 May 20, 2020
10.5 (4)
Restricted Stock Unit Agreement Template for Service-Based Awards
10-K 000-25092 10.5 February 18, 2022
10.6 (4)
Restricted Stock Unit Agreement Template for Performance-Based (ROIC) Awards
10-K 000-25092 10.6 February 18, 2022
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
YEAR ENDED DECEMBER 31, 2024
Commission File No. 000-25092
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit
Number Filing
Date Filed/Furnished
Herewith
10.7 (4)
Restricted Stock Unit Agreement Template for Performance-Based (Relative Total Shareholder Return Performance Goal) Awards
10-K 000-25092 10.7 February 18, 2022
10.8 (4)
Insight Enterprises, Inc. Executive Management Separation Plan effective as of August 29, 2019
10-Q 000-25092 10.1 May 6, 2021
10.9 (4)
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
10.10 (4)
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 (4)
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 (4)
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 (4)
Employment Agreement between Insight Enterprises, Inc. and Adrian Gregory, dated as of October 05, 2022
10-Q
000- 25092 10.2 May 2, 2023
10.14 (4)
Employment Agreement between Insight Enterprises, Inc. and Joyce Mullen effective October 14, 2021
8-K 000-25092 10.1 October 18, 2021
10.15 (4)
Executive Employment Agreement between Insight Enterprises, Inc. and James A. Morgado dated as of January 17, 2022
10-K 000-25092 10.15 February 18, 2022
10.16 (4)
Executive Employment Agreement between Insight Enterprises, Inc. and Daniel Burger dated as of March 15, 2022
10-Q 000-25092 10.1 May 5, 2022
10.17 (4)
Executive Employment Agreement between Insight Enterprises, Inc. and Jennifer M. Vasin dated as of July 19, 2022
10-Q 000-25092 10.1 August 4, 2022
10.18 (4)
Executive Employment Agreement Between Insight Enterprises, Inc. and Rob Green dated as of December 19, 2023
10-K 000-25092 10.18 February 22, 2024
10.19 Form of Bond Hedge Confirmation.
8-K 000-25092 10.1 August 15, 2019
10.20 Form of Warrant Confirmation
8-K 000-25092 10.2 August 15, 2019
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
YEAR ENDED DECEMBER 31, 2024
Commission File No. 000-25092
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit
Number Filing
Date Filed/Furnished
Herewith
10.21 (5)
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
10.22 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
10.23 Second Amendment to Credit Agreement, dated as of December 31, 2021, 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-K 000-25092 10.22 February 16, 2023
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. party thereto as borrowers and grantors, JPMorgan, N.A., as administrative agent, and the lenders party thereto
8-K 000-25092 10.1 July 26, 2022
10.25 (4)
Insight Enterprises, Inc. 2023 Employee Stock Purchase Plan
S-8 333-272062 99.1 May 19, 2023
10.26 Fourth Amendment to Credit Agreement, dated as of May 14, 2024, 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 May 15, 2024
10.27 (4)
Executive Employment Agreement Between Insight Enterprises, Inc. and James Morgado dated as of August 30, 2024
8-K 000-25092 10.1 September 4, 2024
10.28 (4)
Executive Employment Agreement Between Insight Enterprises, Inc. and Glynis Bryan dated as of August 30, 2024
8-K 000-25092 10.2 September 4, 2024
19.1 Insight Enterprises, Inc. Insider Trading Policy
X
21.1 Subsidiaries of Insight Enterprises, Inc.
X
23.1 Consent of KPMG LLP
X
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
YEAR ENDED DECEMBER 31, 2024
Commission File No. 000-25092
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit
Number Filing
Date Filed/Furnished
Herewith
24.1 Power of Attorney for Timothy A. Crown dated January 2 9 , 202 5
X
24.2 Power of Attorney for Richard E. Allen dated January 29, 2025
X
24.3 Power of Attorney for Bruce W. Armstrong dated January 30 , 202 5
X
24.4 Power of Attorney for Alexander L. Baum dated January 30 , 202 5
X
24.5 Power of Attorney for Linda M. Breard dated January 31 , 202 5
X
24.6 Power of Attorney for Catherine Courage dated January 2 9 , 202 5
X
24.7 Power of Attorney for Anthony A. Ibargüen dated January 30 , 202 5
X
24.8 Power of Attorney for Kathleen S. Pushor dated January 2 9 , 202 5
X
24.9 Power of Attorney for Girish Rishi dated January 30 , 202 5
X
24.10 Power of Attorney for Janet Foutty dated February 4 , 2025
X
24.11 Power of Attorney for Thomas Reichert dated as of January 30 , 2025
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 Officer 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
97.1 Insight Enterprises, Inc. Clawback Policy
10-K 000-25092 97.1 February 22, 2024
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
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INSIGHT ENTERPRISES, INC.
EXHIBITS TO FORM 10-K (continued)
YEAR ENDED DECEMBER 31, 2024
Commission File No. 000-25092
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit
Number Filing
Date Filed/Furnished
Herewith
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(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.
(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. 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: Richard E. Allen, Bruce W. Armstrong, Alexander L. Baum, Linda M. Breard, Dee Burger, Catherine Courage, Samuel C. Cowley, Timothy A. Crown, Rachael A. Crump, Janet Foutty, Adrian Gregory, Rob Green, Anthony A. Ibargüen, James A. Morgado, Joyce A. Mullen, Kathleen S. Pushor, Thomas Reichert, Girish Rishi, and Jennifer M. Vasin. Pursuant to the instructions accompanying Item 601 of Regulation S-K, the Registrant is filing the form of such indemnification agreement.
(4) Management contract or compensatory plan or arrangement.
(5) 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 14, 2025
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.
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INSIGHT ENTERPRISES, INC.
SIGNATURES
Signature Title Date
/s/ Joyce A. Mullen President, Chief Executive Officer and Director
(principal executive officer)
February 14, 2025
Joyce A. Mullen
/s/ James A. Morgado Chief Financial Officer
(principal financial officer) February 14, 2025
James A. Morgado
/s/ Rachael A. Crump Chief Accounting Officer
(principal accounting officer)
February 14, 2025
Rachael A. Crump
/s/ Timothy A. Crown* Chairman of the Board February 14, 2025
Timothy A. Crown
/s/ Richard E. Allen* Director February 14, 2025
Richard E. Allen
/s/ Bruce W. Armstrong* Director February 14, 2025
Bruce W. Armstrong
/s/ Alexander L. Baum* Director February 14, 2025
Alexander L. Baum
/s/ Linda M. Breard* Director February 14, 2025
Linda M. Breard
/s/ Catherine Courage* Director February 14, 2025
Catherine Courage
/s/ Janet Foutty*
Director
February 14, 2025
Janet Foutty
/s/ Anthony A. Ibargüen* Director February 14, 2025
Anthony A. Ibargüen
/s/ Kathleen S. Pushor* Director February 14, 2025
Kathleen S. Pushor
/s/ Thomas Reichert*
Director
February 14, 2025
Thomas Reichert
/s/ Girish Rishi* Director February 14, 2025
Girish Rishi
* By: /s/ Samuel C. Cowley
Samuel C. Cowley, Attorney in Fact
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