secwatch / observer
8-K filed May 14, 2026, 5:23 PM ET ticker NSIT CIK 0000932696
other confidence high sentiment neutral materiality 0.25

Insight Enterprises shareholders approve elimination of supermajority voting requirements

INSIGHT ENTERPRISES INC

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INSIGHT ENTERPRISES INC: Stockholders approved the amendment and restatement of the certificate of incorporation to eliminate supermajority voting requirements and replace them with a majority voting standard (effective 2026-05-14).

Change
charter amendment
Effective
2026-05-14
Exact text from the filing
At the Annual Meeting, the stockholders of the Company approved the adoption of the Company’s Amended and Restated Certificate of Incorporation, which eliminates certain supermajority voting requirements and replaces them with a voting standard that requires the affirmative vote of a majority of the then-outstanding shares entitled to vote. The Board of Directors of the Company had previously approved the Amended and Restated Certificate of Incorporation, subject to stockholder approval. The Amended and Restated Certificate of Incorporation became effective immediately upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 14, 2026.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

INSIGHT ENTERPRISES INC shareholders approved Advisory vote to approve named executive officer compensation.

Proposal
say on pay
Outcome
passed
Exact text from the filing
Proposal 2 The stockholders voted, on an advisory basis, to approve the compensation of Insight’s named executive officers, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows: For – 23,801,734, Against – 3,653,099, Abstentions – 7,314, Broker Non-Votes – 1,352,255
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

INSIGHT ENTERPRISES INC shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026 at the 2026-12-31 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2026-12-31
Exact text from the filing
Proposal 3 The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows: For – 28,246,985, Against – 557,602, Abstentions – 9,815
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

INSIGHT ENTERPRISES INC shareholders approved Amendment and restatement of certificate of incorporation to eliminate supermajority voting requirements.

Proposal
charter amendment
Outcome
passed
Exact text from the filing
Proposal 4 The stockholders voted to approve the amendment and restatement of our certificate of incorporation to eliminate supermajority voting requirements, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows: For – 27,445,713, Against – 11,558, Abstentions – 4,876, Broker Non-Votes – 1,352,255
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

INSIGHT ENTERPRISES INC shareholders approved Election of ten directors to serve until the 2027 Annual Meeting of Stockholders.

Proposal
director election
Outcome
passed
Exact text from the filing
Proposal 1 Ten directors were elected, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows: Richard E. Allen – For – 23,685,962, Against – 3,765,846, Abstentions – 10,339, Broker Non-Votes – 1,352,255 Bruce W. Armstrong – For – 24,030,038, Against – 3,421,973, Abstentions – 10,136, Broker Non-Votes – 1,352,255 Jack Azagury – For – 27,196,408, Against – 253,305, Abstentions – 12,434, Broker Non-Votes – 1,352,255 Linda M. Breard – For – 24,184,488, Against – 3,268,019, Abstentions – 9,640, Broker Non-Votes – 1,352,255 Catherine Courage – For – 26,987,461, Against – 327,019, Abstentions – 147,667, Broker Non-Votes – 1,352,255 Timothy A. Crown – For – 26,848,970, Against – 603,587, Abstentions – 9,590, Broker Non-Votes – 1,352,255 Janet Foutty – For – 24,154,285, Against – 3,160,249, Abstentions – 147,613, Broker Non-Votes – 1,352,255 Anthony A. Ibargüen – For – 23,875,105, Against – 3,577,403, Abstentions – 9,639, Broker Non-Votes
View on SEC.gov

42 governance changes filed in the last 30 days. Browse all governance changes →

INSIGHT ENTERPRISES INC filing history →

Source: SEC EDGAR
accession 0000932696-26-000057
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