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INSIGHT ENTERPRISES INC

For the period ended Apr 3, 2025. Filed Apr 3, 2025.

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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 3, 2025 · Filed Apr 3, 2025

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 2024, clients remained cautious regarding technology spending, influenced by the broader economic climate, which affected their investment priorities and extended decision-making timelines. Despite this, we made significant progress in developing our offerings across key growth sectors, including cloud solutions and Insight Core services, while leveraging contributions from strategic acquisitions to enhance our long-term competitive positioning. We strengthened our capabilities and expanded our expertise in critical areas for our clients, focusing on Google Cloud Platform (“GCP”), ServiceNow, and Amazon Web Services (“AWS”), while reinforcing our strengths in Microsoft Azure (“Azure”) services.We also met Q4 expectations in 2024, resulting in another record year with a gross margin of 20.3% and operational cash flow of $633 million.▪ Net sales decreased 5% year to year to $8.7 billion. ▪ Gross profit increased 6% year over year to $1.8 billion.▪ Gross margin expanded 210 basis points compared to 2023 to 20.3%.These results have contributed to strengthening Insight’s long-term market positioning and highlight the effectiveness of our initiatives to drive profitable growth and stockholder value creation.

Dear Fellow Stockholder,

On behalf of our Board of Directors, I’m pleased to invite you to Insight’s 2025 Annual Meeting of Stockholders. The meeting will be held on Tuesday, May 13, 2025, 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 3, 2025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When:Where:
Tuesday, May 13, 2025Insight Enterprises, Inc.
8:30 a.m. MST2701 E. Insight Way
Chandler, Arizona 85286

We are pleased to invite you to the Insight Enterprises, Inc. 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

Items of Business:

  1. To elect 10 directors for a term expiring at the 2026 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, 2025; 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 17, 2025, 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 3, 2025.

April 3, 2025By Order of the Board of Directors,
Samuel C. Cowley
Senior Vice President, General Counsel and Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 13, 2025: The proxy materials relating to our 2025 Annual Meeting (notice, proxy statement, proxy card and annual report) are available at www.proxvote.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.