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INSIGHT ENTERPRISES INC

For the period ended Apr 2, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2026 · Filed Apr 2, 2026

NSIT$158.25+3.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ___)

þFiled by the RegistrantoFiled by a Party other than the Registrant
Check the appropriate box:
oPreliminary Proxy Statement
oCONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

INSIGHT ENTERPRISES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
þNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

In 2025, the Company reported strong fourth quarter results and positive business momentum at the end of a challenging year. Effective execution in the cloud business, along with growth in our core services business driven by recent acquisitions, resulted in fourth quarter record gross profit, gross margin, and adjusted earnings from operations margin. The Company also achieved fourth quarter growth in adjusted earnings from operations across all geographies and reported 69% growth in diluted earnings per share and 11% growth in adjusted diluted earnings per share. Our fourth quarter and full year results include:Fourth Quarter 2025:•Record gross profit of $478.4 million.•Record gross margin of 23.4%.Full Year 2025:•Net sales of $8.2 billion, a decrease of 5% year over year.•Gross profit of approximately $1.8 billion, relatively flat year over year.•Gross margin of 21.4%, reflecting expansion of 110 basis points compared to 2024.

Dear Fellow Stockholder,

On behalf of our Board of Directors, I’m pleased to invite you to Insight’s 2026 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May 13, 2026, at 8:30 a.m. MST, at our global headquarters located at 2701 E. Insight Way, Chandler, Arizona 85286. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting.

For more information on Insight and to take advantage of the many stockholder resources and tools available, we encourage you to visit our Investor Relations website at https://investor.insight.com.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote via the Internet, by telephone or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented at the meeting.

Thank you for your trust in Insight and your investment in our business.

Joyce A. Mullen

President and Chief Executive Officer

April 2, 2026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When:Where:
Wednesday, May 13, 2026Insight Enterprises, Inc.
8:30 a.m. MST2701 E. Insight Way
Chandler, Arizona 85286

We are pleased to invite you to the Insight Enterprises, Inc. 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

Items of Business:

  1. To elect 10 directors for a term expiring at the 2027 Annual Meeting of Stockholders (or until their respective successors have been duly elected and qualified);

  2. To approve, on an advisory basis, named executive officer compensation;

  3. To ratify KPMG LLP as Insight Enterprises, Inc.’s independent registered public accounting firm for the year ending December 31, 2026;

  4. To approve the amendment and restatement of our certificate of incorporation to eliminate supermajority voting requirements; and

  5. To consider any other business that may properly come before the Annual Meeting or any adjournments or postponements of the meeting.

Record Date:

Holders of our common stock at the close of business on March 16, 2026, are entitled to notice of, and to vote at, the Annual Meeting.

How to Vote:

Your vote is important to us. Please see “Voting Information” on page 1 for instructions on how to vote your shares.

These proxy materials are first being distributed on or about April 2, 2026.

April 2, 2026By Order of the Board of Directors,
Karim Adatia
Senior Vice President, General Counsel and Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 13, 2026: The proxy materials relating to our 2026 Annual Meeting (notice, proxy statement, form of proxy and annual report) are available at www.proxyvote.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.