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

On September 17, 2020, Insight Enterprises, Inc. (the "Company") announced the appointment of Joyce Mullen, age 58, to the position of President, North America Region, effective October 26, 2020. Ms. Mullen was formerly President, Global Channel, Embedded & Edge Solutions for Dell Technologies. Ms. Mullen spent the previous 21 years at Dell Technologies serving in a variety of sales, service delivery, and IT solutions roles, and brings broad expertise in the channel and demonstrated leadership in delivering technology services and solutions to clients. The Company has entered into an employment agreement with Ms. Mullen, pursuant to which she will receive the following compensation and benefits:



  • an annual base salary of $600,000;




  •  participation in the Company's 2020 cash incentive compensation plan, with a
     target incentive bonus of 100% of her base salary;




  •  eligibility to participate in annual equity-based compensation awards with a
     value of $1,000,000;




  •  one-time grant of RSUs with a value of $3,000,000 and a one-time relocation
     benefit of $500,000; and




  •  in the event of termination of employment (i) without cause or for good
     reason, a payment equal to her then current annual base salary, previous
     year's bonus, pro-rated bonus for the current year and reimbursement for the
     actual cost of COBRA coverage for up to twelve months and (ii) in the event
     of a termination of employment following a change in control, a payment equal
     to two times the items described above and COBRA coverage for up to
     twenty-four months.

There are no arrangements or understandings between Ms. Mullen and any other person pursuant to which she was appointed to serve as an officer of the Company. There are also no family relationships between Ms. Mullen and any director or executive officer of the Company, and Ms. Mullen does not have a direct or indirect material interest in any "related party" transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Mullen serves on the Board of Directors of The Toro Company (NYSE:TTC), a manufacturer and marketer of turf maintenance equipment and services.

Item 9.01.Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number    Description

99.1        Press Release dated September 17, 2020.

104       Cover Page Interactive Data File (formatted as Inline XBRL).

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