Insight Enterprises (NSIT) Proxy filing summary

Executive summary

• Achieved record fourth quarter gross profit and margin in 2025, with $478.4 million gross profit and 23.4% margin; full-year net sales were $8.2 billion, down 5% year over year, but gross margin expanded by 110 basis points to 21.4%.

• Adjusted earnings from operations remained flat at $504 million; diluted EPS declined 26% to $4.86, but adjusted diluted EPS rose 2% to $9.87.

• Strategic acquisitions (Inspire11 and Sekuro) enhanced AI, data, and cybersecurity capabilities.

• Board refreshment included new CEO Jack Azagury (effective April 2026) and two new directors in 2024.

Voting matters and shareholder proposals

• Stockholders will vote to elect 10 directors, approve executive compensation (say-on-pay), ratify KPMG LLP as auditor, and approve amendments to eliminate supermajority voting requirements.

• Board recommends voting FOR all proposals.

• Proposal to eliminate supermajority voting aligns with shareholder requests and best governance practices.

Board of directors and corporate governance

• Board consists of 10 directors, majority independent, with an independent Chair and fully independent key committees.

• Board refreshment increased diversity and expertise; new CEO and directors added in 2024–2026.

• Board conducts annual self-assessments and maintains robust governance guidelines.

• No stockholder rights plan is in place.