Insight Enterprises (NSIT) Proxy filing summary

Executive summary

• Achieved record Q4 gross profit ($478.4M), gross margin (23.4%), and adjusted earnings from operations margin in 2025, despite a 5% decline in net sales to $8.2B year-over-year.

• Cloud and core services growth, supported by acquisitions (Inspire11, Sekuro), drove profitability and expanded expertise in AI, data, and cybersecurity.

• Diluted EPS declined 26% to $4.86, but adjusted diluted EPS rose 2% to $9.87; adjusted ROIC was 15.15%.

• $100 invested in company stock in 2020 grew to $107 by 2025, underperforming both market and industry indices.

Voting matters and shareholder proposals

• Election of 10 directors for terms expiring at the 2027 annual meeting.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for 2026.

• Approval of amended and restated certificate of incorporation to eliminate supermajority voting requirements, moving to a simple majority standard.

Board of directors and corporate governance

• Board consists entirely of independent directors except the CEO; independent Chair and Presiding Director roles are separated.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Executive; all committee members are independent.

• Annual board and committee self-assessment process; recent board refreshment with new directors and retirements.

• No stockholder rights plan (poison pill) in place.