Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As indicated below, at the 2020 Annual Meeting of the Stockholders, the Company's Stockholders approved the Insight Enterprises, Inc. 2020 Omnibus Plan authorizing the issuance of 150,000 shares of our common stock.

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 20, 2020. At the Company's 2020 Annual Meeting of Stockholders, the following proposals were considered:





      (1) The election of nine directors, whose terms expired at the 2020 Annual
          Meeting, to serve until the 2021 Annual Meeting of Stockholders;


  (2) An advisory vote to approve named executive officer compensation;


  (3) Approval of the Insight Enterprises, Inc. 2020 Omnibus Plan; and


      (4) The ratification of the appointment of KPMG LLP as the Company's
          independent registered public accounting firm for the year ending
          December 31, 2020.



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 - 31,623,152, Against - 60,666, Abstentions - 20,675, Broker Non-Votes - 1,494,622

Bruce W. Armstrong -



For - 31,624,422, Against - 48,683, Abstentions - 31,388, Broker Non-Votes - 1,494,622

Linda Breard -



For - 31,626,260, Against - 48,336, Abstentions - 29,897, Broker Non-Votes - 1,494,622

Timothy A. Crown -



For - 31,343,131, Against - 341,994, Abstentions - 19,368, Broker Non-Votes - 1,494,622

Catherine Courage -



For - 31,625,183, Against - 49,462, Abstentions - 29,848, Broker Non-Votes - 1,494,622

Anthony A. Ibargüen -



For - 31,100,022, Against - 572,615, Abstentions - 31,856, Broker Non-Votes - 1,494,622

Kenneth T. Lamneck -



For - 31,515,905, Against - 169,150, Abstentions - 19,438, Broker Non-Votes - 1,494,622




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Kathleen S. Pushor -


For - 31,111,270, Against - 573,946, Abstentions - 19,277, Broker Non-Votes - 1,494,622

Girish Rishi -



For - 31,622,408, Against - 50,021, Abstentions - 32,064, Broker Non-Votes - 1,494,622





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 - 30,080,641, Against - 1,537,714, Abstentions - 86,138, Broker Non-Votes - 1,494,622





Proposal 3



The stockholders voted to approve the Insight Enterprises, Inc. 2020 Omnibus Plan, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:

For - 30,867,152, Against - 797,200, Abstentions - 40,141, Broker Non-Votes - 1,494,622







Proposal 4



The Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:

For - 31,852,206, Against - 1,328,249, Abstentions - 18,660

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