--- schema_version: "secwatch.filing_event.v1" accession: "0000932696-26-000057" form_type: "8-K" ticker: "NSIT" cik: "0000932696" company_name: "INSIGHT ENTERPRISES INC" filed_at: "2026-05-14T21:23:31+00:00" generated_at: "2026-05-14T21:24:08.119436+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Insight Enterprises shareholders approve elimination of supermajority voting requirements ## Summary - Proposal to amend certificate of incorporation to eliminate supermajority voting and adopt majority standard was approved (27.4M for, 11.5k against). - All 10 director nominees were elected; votes for ranged from 23.7M (Anthony Ibargüen) to 27.2M (Jack Azagury). - Advisory vote on executive compensation passed with 23.8M for, 3.65M against, and 1.35M broker non-votes. - Ratification of KPMG as independent auditor for FY2026 approved (28.2M for, 557k against). ## SEC filing metadata - accession: 0000932696-26-000057 - form_type: 8-K - ticker: NSIT - cik: 0000932696 - company_name: INSIGHT ENTERPRISES INC - filed_at: 2026-05-14T21:23:31+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/0000932696-26-000057-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/nsit-20260513.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000932696-26-000057 - JSON: https://secwatch.observer/filing/0000932696-26-000057.json - Plain text: https://secwatch.observer/filing/0000932696-26-000057.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/0000932696-26-000057-index.htm - Shareholder Votes INSIGHT ENTERPRISES INC shareholders approved Advisory vote to approve named executive officer compensation. - Proposal: say on pay - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/0000932696-26-000057-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/0000932696-26-000057-index.htm - Shareholder Votes INSIGHT ENTERPRISES INC shareholders approved Amendment and restatement of certificate of incorporation to eliminate supermajority voting requirements. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/0000932696-26-000057-index.htm - Shareholder Votes INSIGHT ENTERPRISES INC shareholders approved Election of ten directors to serve until the 2027 Annual Meeting of Stockholders. - Proposal: director election - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/932696/000093269626000057/0000932696-26-000057-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.