Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2022, the Board of Directors of Insight Enterprises, Inc. (the
"Company") elected Alexander L. Baum as a member of the Board of Directors,
effective immediately, to serve until the Company's 2022 Annual Meeting and the
election and qualification of his successor or, if earlier, his death or
resignation or removal from the Board of Directors. Mr. Baum will receive
compensation under the Company's standard compensation arrangement for
non-employee directors (as described in the Company's proxy statement for its
2021 annual meeting of stockholders). Mr. Baum will serve as a member of the
Audit and Compensation committees of the board.
Mr. Baum is a Partner of ValueAct Capital, one of the Company's largest
stockholders. He joined ValueAct in 2012 and has worked on several ValueAct IT
and technology industry investments including Nintendo Co. LTD, Microsoft
Corporation, and Adobe Systems, Inc among others. He has a B.A. in physics from
Pomona College and is a CFA charterholder.
Mr. Baum joined the Board pursuant to a Nomination and Cooperation Agreement
(the "Agreement"), dated February 14, 2022, by and among the Company and various
affiliates of ValueAct Capital (collectively, the "ValueAct Group"). The
Agreement includes various terms, conditions and provisions, including that the
Company will include Mr. Baum in the Board's recommended director slate of
candidates to stand for election at the 2022 annual stockholders meeting. Mr.
Baum, while serving as a member of the Board of Directors, is required to (i)
meet all director independence and other requirements of the Company, of stock
exchange listing standards and of the Securities and Exchange Commission and
related securities laws and regulations, (ii) be qualified to serve as a
director under the Delaware General Corporation Law and (iii) comply with
Company policies, guidelines and codes of conduct applicable to directors.
If the ValueAct Group (which currently holds approximately a 10% ownership
position in the Company) ceases to hold at least 5.0% of the Company's common
stock, Mr. Baum would offer his resignation from the Board. Such offer of
resignation would also be required in other circumstances set forth in the
Agreement.
Under the Agreement, the ValueAct Group is subject to various restrictions,
including, among other things, prohibitions on the ValueAct Group acquiring more
than 15% of the Company's outstanding shares without the Company's consent,
engaging in proxy solicitations and other stockholder-related matters and
proposals, forming groups with other investors, disposing of their shares to a
third party who would own more than 4.9% of the Company's outstanding shares
outside of open market sales or underwritten offerings, engaging in short sales
of Company shares, and limitations on public statements regarding the Company
and on interactions with third parties and employees. The ValueAct Group has
agreed to vote its shares as set forth in the Agreement, including with respect
to board elections. Certain non-disparagement provisions also apply to the
Company and to the ValueAct Group under the Agreement. The provisions of the
Agreement described above generally apply until the later of (i) one year and
(ii) the date of the Company's 2023 annual stockholders meeting if Mr. Baum is
re-nominated to serve as a Director at the Company's 2023 annual stockholders
meeting and he accepts the re-nomination.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
On February 17, 2022, the Company issued a press release regarding the above
matters, which press release is attached as Exhibit 99.2 hereto.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on February 17, 2022 announcing the
appointment of Mr. Baum as an independent director, effective February 15, 2022.
A copy of this press release is furnished as Exhibit 99.2 to this report and is
incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act'), or otherwise
subject to the liabilities of that section, unless the Company specifically
states that the information is to be considered "filed" under the Exchange Act
or specifically incorporates it by reference into a filing under the Securities
Act of 1933, as amended, or the Exchange Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Nomination and Cooperation Agreement between the Company and the ValueAct
Group, dated February 14, 2022 .
99.2 Press release dated February 1 7 , 2022 .
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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