8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 19, 2021

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:

(480) 333-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company           ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Insight Enterprises, Inc. (“Insight” or the “Company”) was held on May 19, 2021.  At the Company’s 2021 Annual Meeting of Stockholders, the following proposals were considered:

The final voting results for each proposal are provided below.  For beneficial owners holding Insight common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

Proposal 1

Nine 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 – 31,439,545, Against – 480,947, Abstentions – 13,490, Broker Non-Votes – 1,431,715

Bruce W. Armstrong –

For – 31,521,411, Against – 399,985, Abstentions – 12,586, Broker Non-Votes – 1,431,715

Linda Breard –

For – 31,626,686, Against – 297,014, Abstentions – 10,282, Broker Non-Votes – 1,431,715

Timothy A. Crown –

For – 31,532,278, Against – 389,119, Abstentions – 12,585, Broker Non-Votes – 1,431,715

Catherine Courage –

For – 31,626,608, Against – 296,903, Abstentions – 10,471, Broker Non-Votes – 1,431,715

Anthony A. Ibargüen –

For – 31,308,707, Against – 612,680, Abstentions – 12,595, Broker Non-Votes – 1,431,715

Kenneth T. Lamneck –

For – 31,686,380, Against – 231,676, Abstentions – 15,926, Broker Non-Votes – 1,431,715

Kathleen S. Pushor –

For – 31,424,552, Against – 499,148, Abstentions – 10,282, Broker Non-Votes – 1,431,715

Girish Rishi –

For – 31,684,295, Against – 237,322, Abstentions – 12,365, Broker Non-Votes – 1,431,715

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 – 31,211,220, Against – 680,161, Abstentions – 42,601, Broker Non-Votes – 1,431,715

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, 2021 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:

For – 32,622,872, Against – 730,271, Abstentions – 12,554

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.