INSIGHT ENTERPRISES INC

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. ___)

INSIGHT ENTERPRISES, INC.

(Name of Registrant as Specified in its Charter)

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

Despite a challenging year in terms of demand, we were able to achieve a record gross margin of 18.2% of net sales for the year ended December 31, 2023. This was driven by a 26% year over year growth in cloud gross profit and an 8% year over year growth in Insight core services gross profit. Additionally, we generated record cash flows from operating activities of $620 million and achieved diluted earnings per share of $7.55 and record Adjusted* diluted earnings per share of $9.69 for the year. We are incredibly proud of our execution and the progress we made on our journey towards becoming the leading solutions integrator. The addition of Amdaris and SADA in 2023 strengthens our cloud and services portfolio. ▪ Net sales decreased 12% year to year to $9.2 billion. ▪ Gross profit increased 2% year over year to $1.7 billion.▪ Gross margin expanded 250 basis points to 18.2%.▪ Earnings from operations increased 1% year over year to $420 million and non-GAAP Adjusted* earnings from operations increased 5% year over year to $492 million. ▪ Diluted earnings per share decreased 1% year to year to $7.55 and non-GAAP Adjusted* diluted earnings per share increased 6% year over year to $9.69.* See Appendix A for a reconciliation of each non-GAAP Adjusted financial measure to the most directly comparable GAAP measure and a discussion of why we believe these non-GAAP measures are useful.

Dear Fellow Stockholder,

On behalf of our Board of Directors, I’m pleased to invite you to Insight’s 2024 Annual Meeting of Stockholders. The meeting will be held on Tuesday, May 21, 2024, 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 http://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 4, 2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are pleased to invite you to the Insight Enterprises, Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

Items of Business:

1. To elect ten directors for a term expiring at the 2025 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 the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

4. 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 27, 2024, 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 10, 2024.

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2024: The proxy materials relating to our 2024 Annual Meeting (notice, proxy statement, proxy card and annual report) are available at www.proxypush.com/nsit.