INSIGHT ENTERPRISES INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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EXHIBITS TO FORM 10-K
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File No. · Exhibit Number · FilingDate · 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 |
| 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 |
| 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 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | FilingDate | Filed/Furnished Herewith |
| 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 | X | ||||
| 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 | |
| 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 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | FilingDate | Filed/Furnished Herewith |
| 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 | |
| 21 | Subsidiaries of Insight Enterprises, Inc. | X | ||||
| 23.1 | Consent of KPMG LLP | X | ||||
| 24.1 | Power of Attorney for Timothy A. Crown dated January 26, 2024 | X | ||||
| 24.2 | Power of Attorney for Richard E. Allen dated February 2, 2024 | X | ||||
| 24.3 | Power of Attorney for Bruce W. Armstrong dated January 29, 2024 | X | ||||
| 24.4 | Power of Attorney for Alexander L. Baum dated January 26, 2024 | X | ||||
| 24.5 | Power of Attorney for Linda M. Breard dated January 26, 2024 | X | ||||
| 24.6 | Power of Attorney for Catherine Courage dated January 26, 2024 | X | ||||
| 24.7 | Power of Attorney for Anthony A. Ibargüen dated January 26, 2024 | X | ||||
| 24.8 | Power of Attorney for Kathleen S. Pushor dated January 26, 2024 | X | ||||
| 24.9 | Power of Attorney for Girish Rishi dated January 28, 2024 | X | ||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14 | X | ||||
| Incorporated by Reference | ||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit Number | FilingDate | Filed/Furnished Herewith |
| 31.2 | Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14 | X | ||||
| 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 | X | ||||
| 97.1 | Insight Enterprises, Inc. Clawback Policy | X | ||||
| 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 | ||||
| 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, Glynis A. Bryan, Dee Burger, Catherine Courage, Samuel C. Cowley, Timothy A. Crown, Rachael A. Crump, Adrian Gregory, Rob Green, Anthony A. Ibargüen, James A. Morgado, Joyce A. Mullen, Kathleen S. Pushor, 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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