New Insight (NSIT) CEO Jack Azagury to drive AI-first strategy

Rhea-AI Filing Summary

Insight Enterprises is appointing Jack Azagury as President and Chief Executive Officer and to its Board, effective April 13, 2026, succeeding retiring CEO and President Joyce Mullen, who will move into an advisory role. The amendment also formalizes April 13, 2026 as her transition date.

Azagury’s package includes a $1.1 million base salary, target annual cash incentive of $1.65 million, a $1 million relocation bonus, and equity awards valued at $18 million. These comprise time-based RSUs and several PSU grants tied to return on invested capital and relative and absolute total shareholder return through dates extending to 2029.

The filing also notes leadership changes: Dee Burger, President of North America, will resign effective March 31, 2026, and Sam Cowley will retire as General Counsel on the same date, becoming Executive Vice President and advisor from April 1, 2026, with Karim Adatia promoted to General Counsel.

Insights

Corporate governance and compensation analyst

Insight outlines a major CEO transition with a heavily performance-linked pay package and concurrent senior leadership changes.

The company is installing Jack Azagury as CEO with a sizeable but structured compensation plan. His package combines cash with $18,000,000 in equity grants, much of which vests only if return on invested capital and total shareholder return goals are achieved over multi‑year periods.

Performance windows run from 2026 through 2029, aligning incentives with medium‑term value creation. At the same time, the departure of the North America president and retirement of the General Counsel, alongside an internal legal successor, reshapes the senior team, making execution of the AI‑focused strategy dependent on this refreshed leadership bench.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 14, 2025

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

_____________________________

Delaware

0-25092

86-0766246

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2701 East Insight Way,

Chandler,

Arizona

85286

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(480) 333-3000

Not Applicable

(Former name or former address, if changed since last report)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01

NSIT

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Jack Azagury

On March 23, 2026, Insight Enterprises, Inc. (the “Company”) announced that, effective April 13, 2026, Jack Azagury, age 53, will be appointed as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors. Mr. Azagury was most recently a Senior Advisor at TowerBrook Capital Partners L.P., an international investment firm, advising portfolio companies in its business services sector from September 2025 until March 2026. Prior to his appointment, Mr. Azagury additionally served as a member of the board of directors on three TowerBrook portfolio companies: EisnerAmper, a company providing audit, accounting, advisory, and tax services, as board chair since October 2025; Berkeley Research Group, a management consulting firm, as board chair since September 2025; and CBTS, an application modernization, managed cloud, security, communications, and infrastructure solutions provider, since September 2025. Mr. Azagury previously spent over 29 years at Accenture in various roles including from June 2022 to September 2025 as the group chief executive for consulting, leading Accenture’s $15 billion global consulting services line consisting of over 47,000 full-time employees. He also served on Accenture’s global management committee from March 2020 through September 2025 and executive committee from June 2022 through September 2025. Mr. Azagury has recognized experience and expertise in digital and AI-based transformation, operational improvement programs, strategy, and operations. Mr. Azagury holds a Master’s degree in Software Engineering from Imperial College London and an MBA from INSEAD.

In connection with Mr. Azagury’s appointment as President and Chief Executive Officer, the Board of Directors approved the terms of his compensation, including annual base salary of $1,100,000, target annual cash incentive of $1,650,000 (150% of base salary), and a relocation bonus of $1,000,000. The Board also approved equity awards to be granted on April 15, 2026 with a total combined value of $18,000,000, as follows: (i) a grant valued at $3,200,000 consisting of service-based restricted stock units (“RSUs”) vesting annually in equal pro-rata installments over a three-year period from the date of grant; (ii) a grant valued at $2,400,000 consisting of performance-based restricted stock units (“PSUs”) based on the Company’s achievement of Return on Invested Capital targets with shares capable of being earned in a range of 0 – 200% of target value for the performance period January 1, 2026 through December 31, 2026 with earned shares vesting in equal annual installments over three years beginning on February 20, 2027; (iii) a grant valued at $2,400,000 consisting of PSUs tied to the Company’s Relative Total Shareholder Return compared to a peer group and a performance grid determined by the Compensation Committee of the Board of Directors with shares capable of being earned in a range of 0 – 200% of target value for the performance period from January 1, 2026 through December 31, 2028; and (iv) a one-time inducement grant valued at $10,000,000 consisting of PSUs with a performance period through April 15, 2029 based on achievement against three tier target Absolute Total Shareholder Return of 118%, 160%, and 200% growth in per share stock price for 20 consecutive trading days with shares earned at 50%, 100%, or 200%, respectively, of target value. Mr. Azagury is also eligible to receive severance benefits in the event he is terminated by the Company “without cause” or he terminates his employment for “good reason” in each case as defined in his executive employment agreement, including in the event he is terminated by the Company following a “change in control” as defined in his executive employment agreement.

Mr. Azagury was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Azagury has no family relationships with any of the Company’s directors or executive officers. There have been no related person transactions between the Company and Mr. Azagury reportable under Item 404(a) of Regulation S-K.

The descriptions of the terms of Mr. Azagury’s offer letter and employment agreement are not complete and are qualified in their entirety by reference to the agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Mr. Azagury will replace Joyce Mullen, who will be retiring from the role of Chief Executive Officer, President and director of the Company, effective upon the appointment of Mr. Azagury. As previously disclosed on a current report on Form 8-K filed by the Company on November 14,2025 (the “Original 8-K”), Ms. Mullen will continue to serve in a consulting and advisory role pursuant to the terms of her executive employment agreement, attached as Exhibit 10.3 to this Form 8-K. This Amendment No. 1 on Form 8-K/A amends the Original 8-K to disclose that the transition date for Ms. Mullen to such role will be April 13, 2026. The Company appreciates and thanks Ms. Mullen for her valuable contributions over five years of service and wishes her all the best in retirement.

Departure of Dee Burger

On March 20, 2026, Dee Burger notified the Company that he will step down from his current role as President of the Company’s North American business and resign from the Company effective March 31, 2026. Mr. Burger's decision to step down was not the result of any disagreement with the Company or the board of director or management on any matter relating to the Company's operations, policies or practices.

Retirement of Sam Cowley

On March 20, 2026, Sam Cowley notified the Company of his decision to retire as the General Counsel of the Company, effective March 31, 2026.  The Company has appointed Karim Adatia as his successor. Mr. Adatia has been a part of the Company’s legal team since 2010 and has served as the Company’s Deputy General Counsel since October of 2022. This

transition is part of the Board of Directors’ succession planning, which has been in development over the last several years. To ensure an effective transition to new leadership, the Company and Mr. Cowley have planned and agreed that Mr. Cowley will continue to serve as an advisor following his retirement as General Counsel. 

On March 20, 2026, the Company entered into a new employment agreement with Mr. Cowley pursuant to which, effective April 1, 2026, he will serve as Executive Vice President of the Company, having responsibility for such strategic priorities and legal matters as the Chief Executive Officer shall determine. Throughout the term of his new agreement, Mr. Cowley will receive an annual base salary of $418,000 through March 31, 2027 and will continue to participate in the Company’s benefit plans. The description of the terms of the employment agreement is not complete and is qualified in its entirety by reference to the agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on March 23, 2026 announcing the appointment of Mr. Azagury as President and Chief Executive Officer of the Company, effective April 13, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended (the Securities Act”), or the Exchange Act.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1(1)						Offer Letter between the Company and Jack Azagury dated March 23, 2026.
10.2						Executive Employment Agreement between the Company and Jack Azagury entered into as of March 23, 2026.
10.3						Executive Employment Agreement between the Company and Joyce Mullen effective November 7, 2025.
99.1						Press release dated March 23, 2026.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

(1)     Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) 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 Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Insight Enterprises, Inc.

Date:

March 23, 2026

By:

/s/ Rachael A. Crump

Rachael A. Crump

Chief Accounting Officer

Exhibit 99.1 NASDAQ: NSIT Insight Announces Jack Azagury, Former Accenture Chief Group Executive, as President and Chief Executive Officer Former head of global consulting business tapped to accelerate Insight’s transformation as an AI-first Solutions Integrator CHANDLER, Ariz., March 23, 2026 — Insight Enterprises (NASDAQ: NSIT) today announced that its Board of Directors has elected Jack Azagury to succeed Joyce Mullen as President and Chief Executive Officer, effective April 13, 2026. Mullen, who announced her retirement in October 2025, will continue with the company to assist Jack in an advisory role. The Board conducted a thorough search to identify a leader with the vision and experience to drive the next chapter of Insight’s growth. Jack has deep expertise in strategy, operations, and technology and has advised major Fortune 500 companies on digital and AI-based transformations. “We are in a pivotal moment for our industry and for Insight,” said Tim Crown, Insight co-founder and Chairman of the Board. “AI is redefining what it means to be a technology partner, and our clients expect us to lead that charge. Jack brings exactly the kind of forward-looking perspective and operational track record we need to accelerate our transformation and scale our capabilities. Throughout his career, he has established a reputation of innovation anchored in digital transformation, and he will be instrumental in our continued evolution as the leading AI-first Solutions Integrator.” Insight has made meaningful investments in AI solutions over the past year, most recently introducing Insight AI, to help clients scale AI successfully and deliver measurable ROI. The company also recently announced its acquisition of Inspire11, a Chicago-based business transformation and technology delivery firm that helps organizations create lasting business impact from AI initiatives. On his appointment, Jack said, “I am honored to join Insight at such a transformative moment. I have tremendous respect for the work the team has already done to build a differentiated model that fills a critical gap in the market. Our clients are navigating a complex landscape of uncertainty, supply chain shifts, and the urgent pressure to adopt and achieve value from AI. They choose Insight because they want a partner who can help them move from strategy to implementation without friction or delay. I am eager to hit the ground running and create long-term value for our clients, our employees, and shareholders.” Jack most recently was appointed Senior Advisor to TowerBrook and Chair of the Board of two companies: global advisory firm BRG, and audit, tax and advisory firm EisnerAmper. Prior to that, he spent 29 years at Accenture, where he served as group chief executive for consulting, leading Accenture’s global consulting team, its 42 industries and enterprise functions, and serving on the company’s Executive and Global Management committees. Jack serves on the board of Hillel International. He holds master’s degrees from Imperial College London and INSEAD.

Exhibit 99.1 In conjunction with Jack’s appointment, Insight is announcing two departures within its senior leadership team, both effective March 31, 2026. After a distinguished 43-year career, Sam Cowley, General Counsel, has announced his retirement; he will be succeeded by Karim Adatia, who currently serves as Senior Vice President & Deputy General Counsel. Additionally, Dee Burger, President, Insight North America, has resigned from his position to pursue other opportunities. About Insight Insight Enterprises is a leading Solutions Integrator that helps clients solve technology challenges by combining the right hardware, software, and services. We’re a global Fortune 500 technology company with a network of over 6,000 partners and experts around the world who provide access to end-to-end IT capabilities. For more than 35 years, we have delivered and optimized technology solutions for our clients efficiently, effectively, and safely. We are rated as a Great Place to Work, a Forbes World’s Best Employer, and a Fortune World’s Best Workplace. Discover more at insight.com. NSIT-M MEDIA CONTACTS TRACEY WORKMAN INSIGHT ENTERPRISES TEL. (781) 366-1789 EMAIL: TRACEY.WORKMAN@INSIGHT.COM

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 5.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 15.5 KB
• EX-10.2 EX-10.2 106.1 KB
• EX-10.3 EX-10.3 4.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB