INSIGHT ENTERPRISES INC 8-K

What Happened

• Insight Enterprises, Inc. filed an 8-K reporting that at its Annual Meeting on May 13, 2026, shareholders approved an Amended and Restated Certificate of Incorporation that eliminates certain supermajority voting requirements and replaces them with a voting standard requiring the affirmative vote of a majority of the then-outstanding shares entitled to vote. The company filed the amended certificate with the Delaware Secretary of State and it became effective on May 14, 2026.
• At the same meeting, ten directors whose terms expired were re-elected to serve until the 2027 Annual Meeting. Shareholders also cast an advisory vote to approve named executive officer compensation and ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2026.

Key Details

• Amended charter effective: May 14, 2026 (filed with Delaware Secretary of State; Exhibit 3.1 filed with the 8-K).
• Charter amendment vote (Proposal 4): For 27,445,713; Against 11,558; Abstentions 4,876; Broker Non‑Votes 1,352,255.
• Director elections (Proposal 1): Ten directors elected; vote totals varied by nominee (examples: Jack Azagury For 27,196,408; Girish Rishi For 27,129,969).
• Other governance votes: Advisory approval of executive compensation — For 23,801,734; Ratification of KPMG as auditor — For 28,246,985.

Why It Matters

• The company changed its charter voting standard from certain supermajority thresholds to a simple majority of outstanding shares entitled to vote, which is a material governance change that affects how future shareholder proposals and corporate actions will be approved.
• Investors should note the final voting results (including strong support for the auditor ratification and mixed margins on director and compensation votes) as indicators of shareholder backing for current management and governance direction.