INSIGHT ENTERPRISES INC

This summary highlights information contained elsewhere. This summary does not contain all of the information that you should consider, and you should carefully read the entire proxy statement and our Annual Report for the year ended December 31, 2023, before voting at the Annual Meeting. Measures used in this proxy statement that are not based on U.S. generally accepted accounting principles (“GAAP”) are defined and reconciled to the most directly comparable GAAP measure in Appendix A.

Business Overview

Today, every business is a technology business. We help our clients accelerate their digital journey to modernize their businesses and maximize the value of technology. We serve these clients in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked solutions integrator, we enable secure, end-to-end digital transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 35 years of broad information technology (“IT”) expertise. We amplify our solutions and services with global scale, local expertise and our e-commerce experience, enabling our clients to realize their digital ambitions in multiple ways.

Building upon the strong foundation of our traditional technology business, we bring innovative and scalable solutions — a combination of services and product — that accelerate transformation and produce meaningful results for our clients. Our strategy is focused on putting clients first, deliv ering differentiation, championing our culture and driving profitable growth.

We are organized in three geographic operating segments:

2023 Business Highlights

In 2023, we achieved a record gross margin driven by cloud gross profit and Insight core services gross profit. We also generated record cash flows from operating activities and record Adjusted diluted earnings per share for the year. The Company focused on improving our product mix with the expansion of our higher margin services offerings and through strategic acquisitions. We believe investments we have made in our solution areas of expertise over the last several years, as well as the investments in our sales and technical talent, have positioned us well to execute on our business goals and serve our clients’ needs. For the full year 2023, we delivered the following consolidated financial results:

•Net sales declined 12% to $9.2 billion

•Gross profit growth of 2% to $1.7 billion

•Gross margin expansion of approximately 250 basis points to 18.2%

•Earnings from operations (“EFO”) growth of 1% to $420 million, and non-GAAP Adjusted* EFO growth of 5% to $492 million

•Diluted earnings per share (“EPS”) declined 1% to $7.55, and non-GAAP Adjusted* diluted EPS growth of 6% to $9.69

•Non-GAAP Adjusted* return on invested capital (“ROIC”) from EFO of 14.73% and from Adjusted* EFO of 17.27%(1)

(1)Calculated using a 26.0% tax rate.

• 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.

The following chart shows how a $100 investment in the Company’s common stock on December 31, 2018, would have grown to $435 on December 31, 2023. The chart also shows Insight’s performance versus the NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to $203) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to $482) over the same period, with dividends reinvested.

For further details about our performance in 2023, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Our Board of Directors

•Independent Board. Our Board of Directors is comprised entirely of independent directors, other than Joyce A. Mullen, who also serves as our President and Chief Executive Officer.

•Independent Chair of the Board and Presiding Director. Timothy A. Crown serves as our independent Chair of the Board and Anthony A. Ibargüen serves as our Presiding Director, whose primary responsibility is to fill in for the Chair if Mr. Crown is unable to serve.

•Independent Board Committees. All members of our Audit, Compensation and Nominating and Governance Committees are independent directors.

Committee Chair

Executive Compensation Highlights

Chief Executive Officer Pay for Performance

Our executive compensation program is focused on driving profitability growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses on variable, performance-based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart below, in 2023, approximately 85% of the target total direct compensation of our President and Chief Executive Officer (CEO), Joyce A. Mullen, was variable and/or “at-risk” and earned only if performance goals are met.

Our Executive Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

Extensive information regarding our executive compensation programs in place for 2023 can be found under the heading “Compensation Discussion and Analysis.”