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Shareholders at Insight Enterprises (NASDAQ: NSIT) approve directors and eliminate supermajority votes

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(Moderate)
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8-K

Rhea-AI Filing Summary

Insight Enterprises, Inc. reported results of its annual stockholder meeting and a key governance change. Stockholders approved an Amended and Restated Certificate of Incorporation that removes certain supermajority voting requirements and instead uses a majority of the then-outstanding shares entitled to vote.

All ten director nominees were elected with strong support, and stockholders cast an advisory vote approving compensation for the company’s named executive officers. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders further approved the charter amendment to eliminate supermajority voting requirements, and the amended certificate became effective when filed with the Delaware Secretary of State on May 14, 2026.

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Insights

Shareholders backed all directors and simplified Insight’s voting rules.

Stockholders of Insight Enterprises approved an Amended and Restated Certificate of Incorporation that replaces certain supermajority voting thresholds with a standard requiring a majority of then-outstanding shares entitled to vote. This change typically makes it easier for holders to pass future governance proposals.

All ten directors were re-elected and executive pay received advisory approval, indicating broad support for the current leadership and compensation structure. Ratification of KPMG LLP as auditor for the year ending December 31, 2026 maintains continuity in financial oversight.

The combination of simplified voting standards and solid approval margins suggests a stable governance environment. Future company actions that require stockholder votes will now be decided under the updated majority-of-outstanding standard rather than higher supermajority hurdles.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay support 23,801,734 votes for Advisory vote on named executive officer compensation at annual meeting
Say-on-pay opposition 3,653,099 votes against Advisory vote on named executive officer compensation
Auditor ratification votes for 28,246,985 votes for Ratification of KPMG LLP for year ending December 31, 2026
Auditor ratification votes against 557,602 votes against Ratification of KPMG LLP
Charter amendment votes for 27,445,713 votes for Approval to eliminate supermajority voting requirements
Largest director support example 27,196,408 votes for Election of director Jack Azagury
Broker non-votes on key items 1,352,255 broker non-votes Several stockholder proposals including director elections and governance change
Amended and Restated Certificate of Incorporation regulatory
"stockholders of the Company approved the adoption of the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
supermajority voting requirements regulatory
"to eliminate supermajority voting requirements and replaces them with a voting standard"
broker non-vote financial
"a “broker non-vote” occurred if the owner failed to give voting instructions"
independent registered public accounting firm financial
"KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote financial
"An advisory vote to approve named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Understanding 8-K Material Events →
0000932696false12/3100009326962026-05-132026-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  May 13, 2026
Image_0.jpg
INSIGHT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
_____________________________
Delaware0-2509286-0766246
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2701 East Insight Way,
Chandler,Arizona85286
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.01NSITThe 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Insight Enterprises, Inc. (“Insight” or the “Company”) was held on May 13, 2026. At the Annual Meeting, the stockholders of the Company approved the adoption of the Company’s Amended and Restated Certificate of Incorporation, which eliminates certain supermajority voting requirements and replaces them with a voting standard that requires the affirmative vote of a majority of the then-outstanding shares entitled to vote. The Board of Directors of the Company had previously approved the Amended and Restated Certificate of Incorporation, subject to stockholder approval.

The Amended and Restated Certificate of Incorporation became effective immediately upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 14, 2026.

The foregoing description of the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Repot on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were considered:

a.The election of ten directors, whose terms expired at the 2026 Annual Meeting, to serve until the 2027 Annual Meeting of Stockholders;
b.An advisory vote to approve named executive officer compensation;
c.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and
d.The amendment and restatement of our certificate of incorporation to eliminate supermajority voting requirements.

The final voting results for each proposal are provided below. For beneficial owners holding Insight common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

Proposal 1

Ten directors were elected, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:

Richard E. Allen –

For – 23,685,962, Against – 3,765,846, Abstentions – 10,339, Broker Non-Votes – 1,352,255

Bruce W. Armstrong –

For – 24,030,038, Against – 3,421,973, Abstentions – 10,136, Broker Non-Votes – 1,352,255

Jack Azagury –

For – 27,196,408, Against – 253,305, Abstentions – 12,434, Broker Non-Votes – 1,352,255

Linda M. Breard –

For – 24,184,488, Against – 3,268,019, Abstentions – 9,640, Broker Non-Votes – 1,352,255

Catherine Courage –

For – 26,987,461, Against – 327,019, Abstentions – 147,667, Broker Non-Votes – 1,352,255

Timothy A. Crown –

For – 26,848,970, Against – 603,587, Abstentions – 9,590, Broker Non-Votes – 1,352,255

Janet Foutty –

For – 24,154,285, Against – 3,160,249, Abstentions – 147,613, Broker Non-Votes – 1,352,255

Anthony A. Ibargüen –



For – 23,875,105, Against – 3,577,403, Abstentions – 9,639, Broker Non-Votes – 1,352,255

Thomas Reichert –

For – 27,129,858, Against – 322,509, Abstentions – 9,780, Broker Non-Votes – 1,352,255

Girish Rishi –

For – 27,129,969, Against – 184,541, Abstentions – 147,637, Broker Non-Votes – 1,352,255

Proposal 2

The stockholders voted, on an advisory basis, to approve the compensation of Insight’s named executive officers, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:

For – 23,801,734, Against – 3,653,099, Abstentions – 7,314, Broker Non-Votes – 1,352,255

Proposal 3

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:

For – 28,246,985, Against – 557,602, Abstentions – 9,815

Proposal 4

The stockholders voted to approve the amendment and restatement of our certificate of incorporation to eliminate supermajority voting requirements, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:

For – 27,445,713, Against – 11,558, Abstentions – 4,876, Broker Non-Votes – 1,352,255
Item 9.01.    Financial Statements and Exhibits.

Exhibit
Number		Description
3.1
Second Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.
.
104Cover Page Interactive Data File (formatted as Inline XBRL).


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:May 14, 2026By:/s/ Rachael A. Crump
Rachael A. Crump
Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Insight Enterprises (NSIT) stockholders approve?

Stockholders approved an Amended and Restated Certificate of Incorporation that removes certain supermajority voting requirements. Future actions covered by these provisions now require approval by a majority of the then-outstanding shares entitled to vote, simplifying the decision-making threshold.

Were Insight Enterprises (NSIT) director nominees elected at the 2026 annual meeting?

All ten director nominees were elected at the annual meeting. Vote totals were strong, with each nominee receiving over 23.6 million votes for, alongside smaller against, abstention, and broker non-vote counts disclosed for transparency to investors.

How did Insight Enterprises (NSIT) stockholders vote on executive compensation?

Stockholders approved Insight’s named executive officer compensation on an advisory basis. The vote totaled 23,801,734 for, 3,653,099 against, 7,314 abstentions, and 1,352,255 broker non-votes, indicating broad but not unanimous support for the company’s pay practices.

Did Insight Enterprises (NSIT) ratify its independent auditor for 2026?

Yes. Stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 28,246,985 votes for, 557,602 against, and 9,815 abstentions, confirming continued auditor engagement and oversight.

How did Insight Enterprises (NSIT) stockholders vote on eliminating supermajority requirements?

Stockholders approved the amendment and restatement of the certificate of incorporation to eliminate supermajority voting requirements. Voting results were 27,445,713 for, 11,558 against, 4,876 abstentions, and 1,352,255 broker non-votes, enabling the new majority-of-outstanding standard.

Filing Exhibits & Attachments

4 documents

Other Documents