UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

INSIGHT ENTERPRISES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

INSIGHT ENTERPRISES, INC.

6820 South Harl Avenue

Tempe, Arizona 85283

NOTICE OF 20142016 ANNUAL MEETING OF STOCKHOLDERS

May 14, 201418, 2016

TO OUR STOCKHOLDERS:

You are cordially invited to attend the Insight Enterprises, Inc. 20142016 annual meeting of stockholders on Wednesday, May 14, 2014,18, 2016, at 11:9:00 a.m. Mountain Standard Time, at our client support center located at 910 West Carver Road, Suite 110, Tempe, Arizona 85284,85284. The meeting is being held for the following purposes:

These items are more fully described in the enclosed proxy statement.

Each outstanding share of our common stock entitles the holder of record at the close of business on March 21, 201425, 2016 to receive notice of and to vote at the annual meeting or any adjournment or postponement of the meeting. Shares of common stock can be voted at the annual meeting only if the holder is present in person or by valid proxy. A copy of our annual report on Form 10-K is enclosed.

YOU MAY VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET OR BY MAIL BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU SHOULD NOT RETURN YOUR PROXY CARD. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE YOUR SHARES ARE VOTED AT THE MEETING BY SUBMITTING WRITTEN NOTICE OF REVOCATION TO THE CORPORATEMICHAEL L. WALKER, ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY (THE “CORPORATE SECRETARY”), OF INSIGHT ENTERPRISES, INC. OR BY SUBMITTING ANOTHER TIMELY PROXY BY TELEPHONE, INTERNET OR MAIL. IF YOU ARE PRESENT AT THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, AND THE PROXY WILL NOT BE USED. IF YOU HOLD SHARES THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE CHECK THE VOTING INSTRUCTIONS USED BY THAT BROKER OR CUSTODIAN.

INSIGHT ENTERPRISES, INC.

PROXY STATEMENT

20142016 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

INSIGHT ENTERPRISES, INC.

6820 South Harl Avenue

Tempe, Arizona 85283

PROXY STATEMENT

20142016 ANNUAL MEETING OF STOCKHOLDERS

May 14, 201418, 2016

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Insight Enterprises, Inc. Your vote is very important. For this reason, the Board of Directors is requesting that you allow your common stock to be represented at the annual meeting by the persons named as proxies on the enclosed proxy card.This proxy statement is being sent to you in connection with this request and has been prepared for the Board of Directors by our management. The terms “we,” “our,” “Insight” and “Company” refer to Insight Enterprises, Inc. and its subsidiaries. This proxy statement is first being sent to our stockholders on or about April 7, 2014.5, 2016.

PROXY SUMMARY

How may I revoke my proxy instructions?		You may revoke your proxy instructions by any of the following procedures:   1.      Send us another signed proxy with a later date;   2.      Vote or re-vote by telephone or over the Internet at a later date;   3.      Send a letter to our Corporate Secretary, at 6820 South Harl Avenue, Tempe, Arizona 85283, revoking your proxy before your common stock has been voted by proxies at the meeting; or   4.      Attend the annual meeting and vote your shares in person.
How are votes counted?		The annual meeting will be held if a majority of our outstanding shares entitled to vote is represented at the meeting. If you have returned valid proxy instructions or attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the meeting.
		Shares of common stock represented by properly executed proxy cards received by the Company in time for the meeting will be voted in accordance with the instructions in the proxies. If you return a signed proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board of Directors, as follows:   •    Proposal No. 1 – “FOR” the election of all Class II director nominees named in this proxy statement   •    Proposal No. 2 – “FOR” the advisory vote to approve named executive officer compensation   •    Proposal No. 3 – “FOR” the approval of the First Amendment to our Amended 2007 Omnibus Plan and Reapproval of the Material Terms of the Plan for Purposes of Section 162(m) of the Code •    Proposal No. 4 – “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm •   Proposal No. 4 – your shares will “ABSTAIN” from voting on the stockholder proposal on declassifying the Board of Directors   We are not aware of any other matters to be presented at the annual meeting except for those described in this proxy statement. However, if any other matters not described in this proxy statement are properly presented at the meeting, the persons named as proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned, your shares may be voted by the persons named as proxies on the new meeting date as well, unless you have revoked your proxy instructions prior to that time.   A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the annual meeting. Broker non-votes are not considered to be shares entitled to vote on proposals where the broker does not have discretionary authority and will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of any vote at the meeting to which the broker or other nominee lacks discretionary authority.

		An “abstention” is generally viewed as the voluntary act of not voting by a stockholder who is present at the meeting and otherwise entitled to vote. An abstaining stockholder is present at the meeting and entitled to vote, and therefore, will be counted for purposes of determining whether a quorum is present. Where the proposal requires a majority of the shares outstanding and entitled to vote on the proposal, an abstention will have the effect of a vote against the proposal. Where the proposal requires a majority of the shares present and in person or represented by proxy at the annual meeting, an abstention will also have the effect of a vote against the proposal. Where, however, the proposal requires a majority of the votes cast, an abstention will not have an effect on the outcome of the vote, since it is not a vote cast for or against the proposal.
May I attend the annual meeting?		If you are a holder of record, you may attend the annual meeting. If you plan to attend the annual meeting, please indicate this when you return your proxy. If you are a beneficial owner of common stock held by a broker or bank, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a broker or bank showing your current ownership and ownership of our shares on the record date are examples of proof of ownership. If you want to vote in person shares you hold in street name, you will have to get a proxy in your name from the registered holder before the annual meeting.
What vote is required?		With respect to Proposal No. 1 (Election of Directors), each of the threefive nominees for director will be elected upon the affirmative vote of the majority of votes cast with respect to the director’s election, which means the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Any incumbent director nominee who is not elected by a majority of votes cast must tender his or her resignation to the Board, and the Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. In such a situation, the Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind its decision within 90 days from the date of the certification of the election results. In the event of a contested election, director nominees who receive the most votes for the number of seats up for election will be elected. Broker non-votes and abstentions will have no effect on Proposal No. 1.   Proposal No. 2 (Advisory Vote to Approve Named Executive Officer Compensation), Proposal No. 3 (Approval of the First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan) and Proposal No. 4 (Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm) and Proposal No. 4 (Stockholder Proposal on Declassifying the Board of Directors) will be adopted upon the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote on such proposal, present in person or represented by proxy at the annual meeting.

		Broker non-votes shall not be treated as votes cast and will have no effect on Proposal No. 1,2, Proposal No. 23 and Proposal No. 4. With the exception of Proposal No. 1, in determining whether each of these proposals has received the requisite number of affirmative votes, abstentions Abstentions will have the same effect as a vote cast against the proposal. Abstentions will have no effect on Proposal No. 1. 2, Proposal No. 3 and Proposal No. 4.
Who pays the cost of this proxy solicitation?		We will pay the cost of this proxy solicitation. We will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy material to their principals and obtaining their proxies. We will solicit proxies by mail, except for any incidental personal solicitation made by our directors, officers and employees, for which they will not be paid. We have retained Georgeson Inc.Okapi Partners LLP to assist us in the distribution and solicitation of proxies. We estimate that we will pay Georgeson Inc.Okapi Partners LLP approximately $11,000,$9,500, plus reimbursement of out-of-pocket expenses, for its services.
Who should I call if I have questions?		If you have questions about the annual meeting or voting, please call our Corporate Secretary, Steven R. Andrews,Michael L. Walker, at (480) 333-3000.
How may I receive a copy of Insight’s annual report on Form 10-K and proxy materials?		A copy of our annual report on Form 10-K for the year ended December 31, 20132015 is enclosed. Company stockholders who share an address may receive only one copy of this proxy statement and the 20132015 annual report on Form 10-K from their bank, broker or other nominee, unless contrary instructions are received. We will deliver promptly a separate copy of this proxy statement and the 2013 annual report on2015 Form 10-K to any stockholder who resides at a shared address and to which a single copy of the documents was delivered, if the stockholder makes a request by contacting our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283, or by telephone at (480) 333-3000. Stockholders sharing an address who are receiving multiple copies of this proxy statement and the 2013 annual report on2015 Form 10-K and who wish to receive a single copy in the future will need to contact their bank, broker or other nominee.   Insight will mail without charge, upon written request, another copy of our annual report on Form 10-K for the year ended December 31, 2013,2015, including the consolidated financial statements and list of exhibits, and any particular exhibit specifically requested. Requests should be addressed to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283. Our annual report on Form 10-K is also available at www.insight.com.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

Our Board currently consists of ten persons. At the 2015 annual meeting of stockholders, our stockholders approved the Board of Directors’ proposal to declassify the Board of Directors. As a result, our classified (three-year, staggered term) board structure is being phased out, and the annual election of the entire Board of Directors for a one-year term is being phased in over a three-year period commencing with this annual meeting of stockholders and concluding at the 2018 annual meeting of stockholders. The current terms of five director nominees will expire at the 2016 annual meeting (and if re-elected or elected, as the case may be, their new terms will expire at the 2017 annual meeting) and the terms of two and three directors will expire at the 2017 and 2018 annual meetings, respectively, as indicated below.

Directors

The names of our directors and information about them, including their specific qualifications, are set forth below.

Richard E. Allen (Age 59) •    Chair of the Audit Committee •    Member of the Compensation Committee •    2016 Director Nominee; If Re-elected, Term Expires at 2017 Annual Meeting		Mr. Allen was appointed a director in January 2012 and is one of the Audit Committee’s designated financial experts. Mr. Allen served at J.D. Edwards & Company, a cross-industry enterprise resource planning software solutions company, from 1985 to 2004, most recently as Executive Vice President, Finance and Administration, and served as a member of its board from 1992 to 2004. Prior to each of the following companies being acquired, he also served on the board of directors of RightNow Technologies, Inc., a publicly-held cloud-based customer relationship management business to consumer solutions provider, from 2004 until January 2012, and HireRight, Inc., a publicly-held provider of comprehensive employee background checks, from 2007 to 2009. He was the chair of the audit committee and a member of the compensation committee at both RightNow and HireRight. Mr. Allen also serves on the board and serves as the audit committee chair for several privately-held companies that are cloud-based solutions and software providers and previously served on the board of seven other public and private companies. Mr. Allen began his business career as a certified public accountant with Coopers & Lybrand in the audit division, where he last served as a Senior Auditor. The Board believes that Mr. Allen’s over 30 years of finance, accounting, business operations and board experience, including his experience with cloud-based businesses, audit committees and compensation committees, brings corporate governance and financial and industry expertise to our Board.
Bruce W. Armstrong (Age 54) •    Member of the Audit and Nominating and Governance Committees •    2016 Director Nominee; If Elected, Term Expires at 2017 Annual Meeting		Mr. Armstrong was appointed a director effective March 8, 2016. Mr. Armstrong has over 25 years of experience developing, marketing, selling, and investing in technology, with an emphasis in data warehousing and analytic applications. Mr. Armstrong is currently an Operating Partner at Khosla Ventures, a venture capital firm, working with enterprise technology portfolio companies. Prior to this, Mr. Armstrong was the President and Chief Executive Officer of PivotLink, a leading provider of SaaS BI applications, from 2011 to 2014; Chairman and Chief Executive Officer of Kickfire, a pioneer in next-generation data warehouse appliances focused on the open source MySQL database market, from 2008 to 2010; and President and Chief Executive Officer of publicly-traded KNOVA Software, a leading provider of search and analytic applications for unstructured data, from 2002 to 2007. Mr. Armstrong has a Bachelor’s Degree in Computer Science from the University of California at Berkeley. The Board believes that Mr. Armstrong’s extensive experience as an executive of several technology companies and his strong background in Big Data and Analytics, next generation databases, data mining and the Internet of Things, along with his service on the boards of a variety of publicly-held and private companies, will bring industry expertise and governance experience to our Board.

Catherine Courage (Age 41) •    Member of Compensation and Nominating and Governance Committees •    2016 Director Nominee; If Elected, Term Expires at 2017 Annual Meeting		Ms. Courage was appointed a director effective January 25, 2016. Ms. Courage currently serves as Senior Vice President, Customer Experience for DocuSign, Inc., a Digital Transaction Management, Cloud software company based in the greater San Francisco area. Prior to joining DocuSign, Ms. Courage spent six years as Senior Vice President of Customer Experience at Citrix Systems after serving as the company’s Vice President of Product Design. She previously served in similar roles with Salesforce.com and Oracle. Ms. Courage holds a Masters of Applied Sciences, specializing in Human Factors, from the University of Toronto. She is a member of the board of advisors of Wootric, Inc., a private firm specializing in Net Promoter Score project management. The Board believes that Ms. Courage’s work in brand design and customer experience and her extensive experience with leading information technology companies, will be a tremendous asset to our Board and our Company, as we continue our quest to engage with our clients in the evolving digitally-driven marketplace.
Bennett Dorrance (Age 70) •    Member of the Compensation and Nominating and Governance Committees •    2016 Director Nominee; If Re-elected, Term Expires at 2017 Annual Meeting		Mr. Dorrance has been a director since 2004. Mr. Dorrance has been a Managing Director of DMB Associates, Inc., a real estate service company based in Scottsdale, Arizona, since 1984. Mr. Dorrance has served on the board of directors of Campbell Soup Company since 1989. The Board believes that Mr. Dorrance’s experience in real estate development and finance, and his experience as a director of a public international consumer products company, provide him with extensive knowledge of finance, capital markets, international business issues and corporate governance, which he brings to our Board.
Michael M. Fisher (Age 70) •    Member of the Audit and Compensation Committees •    2016 Director Nominee; If Re-elected, Term Expires at 2017 Annual Meeting		Mr. Fisher has been a director since 2001 and is one of the Audit Committee’s designated financial experts. Mr. Fisher served as President of Power Quality Engineering, Inc., a manufacturer of specialty filters, from 1995 to 2007. Since 2007, Mr. Fisher has served as a director of Open Tech Alliance, Inc., a private company engaged in the development of kiosks for the self-storage industry. Before joining Power Quality Engineering, Mr. Fisher was employed for 10 years with Computer Associates International, Inc., a publicly-held computer software vendor, where he had oversight responsibility for a number of the company’s foreign subsidiaries. Mr. Fisher began his business career as a certified public accountant with Arthur Andersen in the audit division, where he last served as a Senior Audit Manager. The Board believes that Mr. Fisher’s experience as president of a specialty manufacturing company, as well as his earlier extensive global experience with Computer Associates, Inc. and his public accounting experience, bring to our Board his broad financial, managerial, operational and international expertise.

Anthony A. Ibargüen (Age 57) •    Chair of the Nominating and Governance Committee •    Member of the Audit and Executive Committees •    Term Expires at 2018 Annual Meeting		Mr. Ibargüen has served as a director since July 2008, and from September to December 2009, he served as our interim President and Chief Executive Officer. In October 2010, Mr. Ibargüen was appointed Chief Executive Officer of Quench USA, a privately-held water filtration company. From 2004 to 2008, Mr. Ibargüen was President and Chief Executive Officer of Alliance Consulting Group, a privately-held IT consulting firm. From October 2003 through December 2007, Mr. Ibargüen served as a director of C-COR Inc., a publicly-held global on-demand network solutions provider to the cable industry, and he has served as a director of CODi Inc., a manufacturer and supplier of laptop bags and cases, mobile security and accessories since January 2006. From 1996 to 2000, Mr. Ibargüen was President, Chief Operating Officer and a director of Tech Data Corporation, a Fortune 500 global technology distribution company. The Board believes that Mr. Ibargüen’s over 25 years of experience in the IT industry and extensive knowledge of global enterprise management, finance, product distribution, value-added services and capital markets brings valuable perspective to our Board.
Robertson C. Jones (Age 71) •    Member of the Audit and Compensation Committees •    Term Expires at 2017 Annual Meeting		Mr. Jones has been a director since 1995. From 1992 through 2001, Mr. Jones was Senior Vice President and General Counsel of Del Webb Corporation, a real estate developer of master-planned residential communities previously listed on the New York Stock Exchange (“NYSE”). Mr. Jones’ legal career has included advising boards of directors and management as a law firm partner and as an in-house attorney, with 10 years of experience as General Counsel of a NYSE-listed real estate development company and a member of its Executive Management Committee. The Board believes his background provides him with unique experience in large company management, as well as legal and governance issues.
Kathleen S. Pushor (Age 58) •    Chair of the Compensation Committee •    Member of the Nominating and Governance Committee •    Term Expires at 2018 Annual Meeting		Ms. Pushor has been a director since September 2005. Ms. Pushor has operated an independent consulting practice since June 2009. From 2006 through June 2009, she served as President and Chief Executive Officer of the Greater Phoenix Chamber of Commerce. From 2003 to 2005, Ms. Pushor served as Chief Executive Officer of the Arizona Lottery. From 1999 to 2002, Ms. Pushor operated an independent consulting practice in the technology distribution sector. During the period from 1998 to 2005, Ms. Pushor was a member of the board of directors of Zones, Inc., a direct marketer of IT products. The Board believes that Ms. Pushor’s industry knowledge and perspective, experience as a public company director and leadership experience from her many years as a Chief Executive Officer in the public sector bring valuable insights to our Board.

Officers

The names of our executive officers and information about them are set forth below.

Dana A. Leighty (Age 51) •    Vice President, Finance – Principal Accounting Officer		Ms. Leighty joined Insight in October 2006 as Vice President, SEC Reporting and was appointed Principal Accounting Officer in March 2012. Prior to joining Insight, from 1987 through October 2006, Ms. Leighty provided audit and advisory services at the public accounting firm, PricewaterhouseCoopers LLP, having served most recently as Director, Assurance Services. Ms. Leighty is a Certified Public Accountant.

CORPORATE GOVERNANCE

The Board and Its Committees

The Board of Directors held a total of nine meetings during the year ended December 31, 2015. None of our current directors who were directors during 2015 attended fewer than 75% of the aggregate of Board and relevant committee meetings during 2015. The Company’s corporate governance guidelines provide that each director should make every effort to attend the Company’s annual meeting of stockholders. All of our current directors who were directors during 2015 attended the annual meeting of stockholders in May 2015. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, and all of these are standing committees.

The Board has determined that all of our directors, except for Mr. Lamneck, our President and Chief Executive Officer, meet the independence requirements of the Listing Rules of the NASDAQ Stock Market (the “NASDAQ Listing Rules”). The independent directors hold executive sessions without management present on a quarterly basis and more often as they determine appropriate.

The Executive Committee

The Executive Committee consists of Messrs. Crown (Chair), Ibargüen and Lamneck. The Executive Committee is empowered to act on Board matters that arise between meetings of the full Board or matters that require immediate attention if a quorum of our Board cannot be convened, unless such matters are required to be acted upon by independent directors. The Executive Committee did not meet in 2015. Under the Executive Committee’s charter, the Executive Committee may not exercise powers delegated to other committees of the Board or powers which, under Delaware law, may not be delegated to any committee.

The Audit Committee

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”), consists of Messrs. Allen (Chair), Armstrong, Fisher, Ibargüen and Jones. The Audit Committee met 10 times in 2015. The Audit Committee assists the Board in fulfilling its responsibilities for overseeing the Company’s financial reporting processes and the audit of the Company’s consolidated financial statements, including the integrity of the consolidated financial statements and the Company’s system of internal control over financial reporting established by management, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the performance of our Internal Audit function and our independent registered public accounting firm, our financial risk assessment and financial risk management, and our finance and investment functions. The Vice President of Internal Audit reports directly to the Chair of the Audit Committee. In addition, the Audit Committee reviews and discusses with the Chief Executive Officer and the

Chief Financial Officer the procedures undertaken in connection with their certifications included in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”). The Audit Committee has the authority to obtain advice and assistance from, and receive funding from the Company for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee operates pursuant to a written charter, adopted by the Audit Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm.

The Board has determined that the responsibilities of the Audit Committee, as reflected in its charter, are in accordance with applicable SEC rules and NASDAQ Listing Rules for audit committees. Further, the composition and attributes of the members of the Audit Committee meet the requirements of the NASDAQ Listing Rules, including, without limitation, the independence requirements of the NASDAQ Listing Rules. All Audit Committee members possess the required level of financial literacy, and our Board has determined that Mr. Allen and Mr. Fisher, independent directors, each qualifies as an “audit committee financial expert” as defined by the SEC’s rules and regulations.

The Compensation Committee

The Compensation Committee consists of Ms. Pushor (Chair), Messrs. Allen, Dorrance, Fisher and Jones and Ms. Courage. The Compensation Committee met seven times in 2015. Each member of the Compensation Committee is an “independent director” as defined in the NASDAQ Listing Rules, including the enhanced standards applicable to compensation committee members. The Compensation Committee is charged with: reviewing and approving the base salary, annual incentive compensation, long-term incentive compensation and other compensation, perquisites or special or supplemental benefits to be paid or awarded to the Chief Executive Officer and other executive officers; reviewing and recommending to the Board new equity-based incentive compensation plans and changes to existing plans; performing an annual evaluation of the Chief Executive Officer’s performance and effectiveness; reviewing the Company’s talent management and succession planning activities for top management; and reviewing and discussing the Compensation Discussion and Analysis with management and recommending to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement and annual report on Form 10-K.

The Compensation Committee operates pursuant to a written charter, adopted by the Compensation Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm. The Compensation Committee also considered the independence of its independent compensation adviser, Compensia, Inc. (“Compensia”), under the NASDAQ Listing Rules regarding compensation adviser independence and found no relationships or other matters which would preclude a finding of independence under the rules. See further information regarding the Compensation Committee’s responsibilities in the section entitled “Compensation Discussion and Analysis.”

The Nominating and Governance Committee

The Nominating and Governance Committee consists of Messrs. Ibargüen (Chair), Armstrong and Dorrance, Mses. Courage and Pushor. The Nominating and Governance Committee met four times in 2015. The Nominating and Governance Committee, which recommends candidates to be nominated for election as directors at our annual meeting, supervises the evaluation process for the Board of Directors and the Board committees and the Chair of the Board as well as independent self-evaluations of directors and peer evaluations of directors. In addition, the Nominating and Governance Committee is charged with leading the external recruiting process for Chief Executive Officer candidates and coordinating the assessment process and the selection and appointment of any Chief Executive Officer candidate, should the need arise. Each member of the Nominating and Governance Committee is an “independent director” as defined in the NASDAQ Listing Rules. The Nominating and Governance Committee operates pursuant to a written charter, adopted by the Nominating and Governance Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm.

The Nominating and Governance Committee identifies, recruits and evaluates candidates for the Board, when appropriate, assesses the appropriate size of the Board and makes recommendations to the Board regarding the membership of the committees of the Board. The Nominating and Governance Committee charter provides that the Nominating and Governance Committee is responsible for reviewing criteria for Board membership. The Nominating and Governance Committee shall, when screening potential Board candidates, give due consideration to diversity, breadth of business experiences and skills, professional reputation, global business perspective, concern for the long-term interests of the stockholders of the Company, personal ethics, integrity and judgment and other areas that are expected to contribute to an effective Board. Diversity may encompass a candidate’s gender, race, national origin, educational and professional experiences, expertise and specialized or unique technical backgrounds and/or other tangible or intangible aspects of the candidate’s qualifications in relation to the qualifications of the then current Board members and other potential candidates. The Nominating and Governance Committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and diversity is but one of many factors the Nominating and Governance Committee may consider.

Three of the five nominees for director being voted upon at the annual meeting, Messrs. Allen, Dorrance and Fisher, are incumbent directors standing for re-election, and Ms. Courage and Mr. Armstrong are standing for election after having been appointed to the Board in January and March 2016, respectively, upon the completion of the recruitment process conducted by the Nominating and Governance Committee, which included the review of a slate of potential candidates recommended by a third-party search firm. In determining to recommend the nomination of Messrs. Allen, Armstrong, Dorrance and Fisher and Ms. Courage for election as directors, the Nominating and Governance Committee believes that, among other things, each of the nominees provides valuable oversight, contributions and perspective into the business of the Company.

The Nominating and Governance Committee will evaluate nominees recommended by stockholders in the same manner as described above. Stockholders may propose director candidates for consideration by sending the name of any recommended candidate, together with pertinent biographical information, a document indicating the candidate’s willingness to serve if elected, evidence of the nominating stockholder’s ownership of our common stock and other information required in the Company’s Bylaws to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283 in accordance with the provisions set forth under the heading “Stockholder Proposals” in this proxy statement.

Contact Information

Stockholders wishing to communicate with the Board or with a Board member should address communications to the Board or the particular Board member, c/o Corporate Secretary, Insight Enterprises, Inc., 6820 South Harl Avenue, Tempe, Arizona 85283. The Corporate Secretary will forward communications to the individual Board member or the Board, as appropriate.

Governance Initiatives

During 2015, the Board of Directors and its various committees continued to focus on governance-related initiatives, with particular focus on the areas of strategy, talent management and succession planning, including Chief Executive Officer succession planning, Board succession planning, risk management, compensation risk and pay-for-performance. The Board of Directors was actively involved in the Company’s strategic planning process and met with country managers and leaders throughout EMEA to discuss the progress of the transformation to a solutions and services based selling model in that region. In addition, the Board also invited the North America leadership team to its December 2015 meeting to brief the Board on current and future objectives. From time to time, the Board of Directors holds its strategic planning meetings in connection with a visit to the headquarters of one of the Company’s principal partners, including attending presentations on industry trends by executives of the partner.

A major activity undertaken by the Nominating and Governance Committee in 2015 was the orderly succession planning and recruitment of new Board members. During 2015, the Nominating and Governance Committee utilized the services of an independent director search consultant to identify and screen potential Board candidates. The Nominating and Governance Committee reviewed over thirty identified candidates. Two of these candidates were then considered by the Board of Directors. Ms. Courage was appointed as a director effective January 25, 2016, and Mr. Armstrong was appointed as a director effective March 8, 2016.

In addition, we are executing on our plan to declassify the Board of Directors over a three-year period. As a result, our classified (three-year, staggered term) board structure is being phased out, and the annual election of the entire Board of Directors for a one-year term is being phased in over a three-year period commencing with this annual meeting of stockholders and concluding at the 2018 annual meeting of stockholders.

All committees of the Board of Directors actively seek to remain current on governance issues and new developments and receive frequent regulatory and legal updates from the Company’s legal team and other members of management.

The Audit Committee receives frequent updates from the Company’s independent registered public accounting firm and management on new developments and issues affecting accounting and internal controls. Additionally, the Audit Committee’s oversight of internal control also includes frequent updates on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), internal audit issues, ethics hotline reports, internal investigations, key risk issues and internal control matters.

The Compensation Committee engaged Compensia, a Silicon Valley-based compensation consultant with many technology clients, to advise the Compensation Committee in connection with the Company’s executive compensation programs for 2015 and 2016. To maintain Compensia’s independence and reporting relationship to the Compensation Committee, no other services were provided by Compensia to the Company outside of those performed directly for the Compensation Committee. Also, the Chair of the Compensation Committee approves the consulting fees for services provided by any compensation consultant utilized by the Compensation Committee. The Compensation Committee also considered the independence of Compensia under the NASDAQ Listing Rules regarding compensation adviser independence and found no relationships or other matters which would preclude a finding of independence under the rules. See the section entitled “Compensation Discussion and Analysis.”

The Nominating and Governance Committee regularly consults with internal and outside counsel with respect to various governance issues and discusses governance-related articles by nationally recognized experts. It considers the annual policy updates of proxy advisory firms and reviews public company governance surveys conducted by prominent national organizations. The Nominating and Governance Committee routinely reviews director independence and related party issues along with director education guidelines and the Board’s governance guidelines and periodically performs a refresh of its matrix of directors’ skills and experience to assist with director succession planning. Other topics recently reviewed by the Nominating and Governance Committee included global legal and regulatory compliance, crisis management and an enterprise risk management program. These activities were in addition to the Board of Directors’ review of all committee charters, governance guidelines and Board-level policies.

Briefly, our corporate governance framework includes the following:

•

Executive compensation programs based on a pay-for-performance philosophy under which the Compensation Committee designs the overall executive compensation program to pay for performance toward financial and strategic goals, such that a substantial portion of potential executive compensation, both cash and equity-based incentive compensation, is performance-based;

Risk Management

The Board takes an active role, both as a whole and at the committee level, in overseeing management of the Company’s risks. The Board’s committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function. The Board and the Audit Committee regularly review information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Audit Committee oversees management of financial risk and reviews the results of the Internal Audit function’s annual risk assessment process. The Compensation Committee oversees the management of the risks relating to the Company’s executive compensation plans and arrangements. The Nominating and Governance Committee oversees management of risks associated with the independence of the Board of Directors, potential conflicts of interest, and corporate governance issues. The Board of Directors has adopted a formal policy on enterprise risk management, and the Chief Executive Officer, the Chief Financial Officer, the Global Compliance Officer and other members of senior management conduct regular assessments of risks to the enterprise and are responsible for managing risk through robust internal processes and strong internal controls in North America, EMEA and APAC. Management provides to the Board of Directors a comprehensive report on the results of its assessment at least twice per year, or more frequently as necessary. Management and the Audit Committee have also aligned the focus of the Company’s Internal Audit function to address certain identified principal risk areas.

PROPOSAL NO. 1

ELECTION OF DIRECTORSThe Executive Committee

There are three nominees standing for re-electionThe Executive Committee consists of Messrs. Crown (Chair), Ibargüen and Lamneck. The Executive Committee is empowered to act on Board matters that arise between meetings of the full Board or matters that require immediate attention if a quorum of our Board cannot be convened, unless such matters are required to be acted upon by independent directors. The Executive Committee did not meet in 2015. Under the Executive Committee’s charter, the Executive Committee may not exercise powers delegated to other committees of the Board or powers which, under Delaware law, may not be delegated to any committee.

The Audit Committee

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”), consists of Messrs. Allen (Chair), Armstrong, Fisher, Ibargüen and Jones. The Audit Committee met 10 times in 2015. The Audit Committee assists the Board in fulfilling its responsibilities for overseeing the Company’s financial reporting processes and the audit of the Company’s consolidated financial statements, including the integrity of the consolidated financial statements and the Company’s system of internal control over financial reporting established by management, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the performance of our Internal Audit function and our independent registered public accounting firm, our financial risk assessment and financial risk management, and our finance and investment functions. The Vice President of Internal Audit reports directly to the Chair of the Audit Committee. In addition, the Audit Committee reviews and discusses with the Chief Executive Officer and the

Chief Financial Officer the procedures undertaken in connection with their certifications included in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”). The Audit Committee has the authority to obtain advice and assistance from, and receive funding from the Company for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee operates pursuant to a written charter, adopted by the Audit Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm.

The Board has determined that the 2014 annual meetingresponsibilities of stockholders: Larry A. Gunning, Robertson C.the Audit Committee, as reflected in its charter, are in accordance with applicable SEC rules and NASDAQ Listing Rules for audit committees. Further, the composition and attributes of the members of the Audit Committee meet the requirements of the NASDAQ Listing Rules, including, without limitation, the independence requirements of the NASDAQ Listing Rules. All Audit Committee members possess the required level of financial literacy, and our Board has determined that Mr. Allen and Mr. Fisher, independent directors, each qualifies as an “audit committee financial expert” as defined by the SEC’s rules and regulations.

The Compensation Committee

The Compensation Committee consists of Ms. Pushor (Chair), Messrs. Allen, Dorrance, Fisher and Jones and Kenneth T. Lamneck. Messrs. Gunning and Jones have both served as directors since 1995, and Mr. Lamneck has served as a director since 2010. All are Class II directors. Messrs. Gunning and Jones each qualify asMs. Courage. The Compensation Committee met seven times in 2015. Each member of the Compensation Committee is an “independent director” as defined in the NASDAQ Listing Rule 5605(a)(2),Rules, including the enhanced standards applicable to compensation committee members. The Compensation Committee is charged with: reviewing and Mr. Lamneck is our Presidentapproving the base salary, annual incentive compensation, long-term incentive compensation and other compensation, perquisites or special or supplemental benefits to be paid or awarded to the Chief Executive Officer. Unless otherwise instructed,Officer and other executive officers; reviewing and recommending to the Board new equity-based incentive compensation plans and changes to existing plans; performing an annual evaluation of the Chief Executive Officer’s performance and effectiveness; reviewing the Company’s talent management and succession planning activities for top management; and reviewing and discussing the Compensation Discussion and Analysis with management and recommending to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy holders will votestatement and annual report on Form 10-K.

The Compensation Committee operates pursuant to a written charter, adopted by the Compensation Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm. The Compensation Committee also considered the independence of its independent compensation adviser, Compensia, Inc. (“Compensia”), under the NASDAQ Listing Rules regarding compensation adviser independence and found no relationships or other matters which would preclude a finding of independence under the rules. See further information regarding the Compensation Committee’s responsibilities in the section entitled “Compensation Discussion and Analysis.”

The Nominating and Governance Committee

The Nominating and Governance Committee consists of Messrs. Ibargüen (Chair), Armstrong and Dorrance, Mses. Courage and Pushor. The Nominating and Governance Committee met four times in 2015. The Nominating and Governance Committee, which recommends candidates to be nominated for election as directors at our annual meeting, supervises the evaluation process for the electionBoard of Messrs. Gunning, JonesDirectors and Lamneck.

Eachthe Board committees and the Chair of the nominees was nominatedBoard as well as independent self-evaluations of directors and peer evaluations of directors. In addition, the Nominating and Governance Committee is charged with leading the external recruiting process for Chief Executive Officer candidates and coordinating the assessment process and the selection and appointment of any Chief Executive Officer candidate, should the need arise. Each member of the Nominating and Governance Committee is an “independent director” as defined in the NASDAQ Listing Rules. The Nominating and Governance Committee operates pursuant to a written charter, adopted by the Nominating and Governance Committee and has agreedapproved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm.

The Nominating and Governance Committee identifies, recruits and evaluates candidates for the Board, when appropriate, assesses the appropriate size of the Board and makes recommendations to the Board regarding the membership of the committees of the Board. The Nominating and Governance Committee charter provides that the Nominating and Governance Committee is responsible for reviewing criteria for Board membership. The Nominating and Governance Committee shall, when screening potential Board candidates, give due consideration to diversity, breadth of business experiences and skills, professional reputation, global business perspective, concern for the long-term interests of the stockholders of the Company, personal ethics, integrity and judgment and other areas that are expected to contribute to an effective Board. Diversity may encompass a candidate’s gender, race, national origin, educational and professional experiences, expertise and specialized or unique technical backgrounds and/or other tangible or intangible aspects of the candidate’s qualifications in relation to the qualifications of the then current Board members and other potential candidates. The Nominating and Governance Committee does not have a formal policy specifying how diversity of background and personal experience should be namedapplied in identifying or evaluating director candidates, and diversity is but one of many factors the Nominating and Governance Committee may consider.

Three of the five nominees for director being voted upon at the annual meeting, Messrs. Allen, Dorrance and Fisher, are incumbent directors standing for re-election, and Ms. Courage and Mr. Armstrong are standing for election after having been appointed to the Board in January and March 2016, respectively, upon the completion of the recruitment process conducted by the Nominating and Governance Committee, which included the review of a slate of potential candidates recommended by a third-party search firm. In determining to recommend the nomination of Messrs. Allen, Armstrong, Dorrance and Fisher and Ms. Courage for election as directors, the Nominating and Governance Committee believes that, among other things, each of the nominees provides valuable oversight, contributions and perspective into the business of the Company.

The Nominating and Governance Committee will evaluate nominees recommended by stockholders in the same manner as described above. Stockholders may propose director candidates for consideration by sending the name of any recommended candidate, together with pertinent biographical information, a document indicating the candidate’s willingness to serve if elected, evidence of the nominating stockholder’s ownership of our common stock and other information required in the Company’s Bylaws to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283 in accordance with the provisions set forth under the heading “Stockholder Proposals” in this proxy statementstatement.

Contact Information

Stockholders wishing to communicate with the Board or with a Board member should address communications to the Board or the particular Board member, c/o Corporate Secretary, Insight Enterprises, Inc., 6820 South Harl Avenue, Tempe, Arizona 85283. The Corporate Secretary will forward communications to the individual Board member or the Board, as appropriate.

Governance Initiatives

During 2015, the Board of Directors and serve if elected,its various committees continued to focus on governance-related initiatives, with particular focus on the areas of strategy, talent management and we knowsuccession planning, including Chief Executive Officer succession planning, Board succession planning, risk management, compensation risk and pay-for-performance. The Board of no reason why anyDirectors was actively involved in the Company’s strategic planning process and met with country managers and leaders throughout EMEA to discuss the progress of the nominees would not be abletransformation to serve. However, if any nominee is unable or declinesa solutions and services based selling model in that region. In addition, the Board also invited the North America leadership team to serveits December 2015 meeting to brief the Board on current and future objectives. From time to time, the Board of Directors holds its strategic planning meetings in connection with a visit to the headquarters of one of the Company’s principal partners, including attending presentations on industry trends by executives of the partner.

A major activity undertaken by the Nominating and Governance Committee in 2015 was the orderly succession planning and recruitment of new Board members. During 2015, the Nominating and Governance Committee utilized the services of an independent director search consultant to identify and screen potential Board candidates. The Nominating and Governance Committee reviewed over thirty identified candidates. Two of these candidates were then considered by the Board of Directors. Ms. Courage was appointed as a director or ifeffective January 25, 2016, and Mr. Armstrong was appointed as a vacancy occurs beforedirector effective March 8, 2016.

In addition, we are executing on our plan to declassify the election (which events are not anticipated),Board of Directors over a three-year period. As a result, our classified (three-year, staggered term) board structure is being phased out, and the proxy holders will vote for theannual election of such other person or persons nominated by the Board.entire Board of Directors for a one-year term is being phased in over a three-year period commencing with this annual meeting of stockholders and concluding at the 2018 annual meeting of stockholders.

Information concerning each director nominee is set forth below, along with information aboutAll committees of the Board of Directors actively seek to remain current on governance issues and new developments and receive frequent regulatory and legal updates from the Company’s legal team and other members of our Boardmanagement.

The Audit Committee receives frequent updates from the Company’s independent registered public accounting firm and about our executive officers.

Vote Required

To be elected, a director nominee must receivemanagement on new developments and issues affecting accounting and internal controls. Additionally, the affirmative voteAudit Committee’s oversight of internal control also includes frequent updates on the Committee of Sponsoring Organizations of the majorityTreadway Commission (COSO), internal audit issues, ethics hotline reports, internal investigations, key risk issues and internal control matters.

The Compensation Committee engaged Compensia, a Silicon Valley-based compensation consultant with many technology clients, to advise the Compensation Committee in connection with the Company’s executive compensation programs for 2015 and 2016. To maintain Compensia’s independence and reporting relationship to the Compensation Committee, no other services were provided by Compensia to the Company outside of votes cast, meaning thatthose performed directly for the numberCompensation Committee. Also, the Chair of votes cast “for”the Compensation Committee approves the consulting fees for services provided by any compensation consultant utilized by the Compensation Committee. The Compensation Committee also considered the independence of Compensia under the NASDAQ Listing Rules regarding compensation adviser independence and found no relationships or other matters which would preclude a director nominee must exceedfinding of independence under the number of votes cast “against” that director nominee. Abstentionsrules. See the section entitled “Compensation Discussion and broker non-votes will have no effect on Proposal No. 1.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTEFOR ELECTION OF THE NOMINEES NAMED ABOVEAnalysis.”

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

Our Board currently consistsThe Nominating and Governance Committee regularly consults with internal and outside counsel with respect to various governance issues and discusses governance-related articles by nationally recognized experts. It considers the annual policy updates of nine persons, divided into three classes serving staggered terms of three years.proxy advisory firms and reviews public company governance surveys conducted by prominent national organizations. The terms of the Class II directors will expire at the 2014 annual meeting (if re-elected, their new terms will expire at the 2017 annual meeting)Nominating and Governance Committee routinely reviews director independence and related party issues along with director education guidelines and the termsBoard’s governance guidelines and periodically performs a refresh of its matrix of directors’ skills and experience to assist with director succession planning. Other topics recently reviewed by the Class IIINominating and Class I directors will expire atGovernance Committee included global legal and regulatory compliance, crisis management and an enterprise risk management program. These activities were in addition to the 2015Board of Directors’ review of all committee charters, governance guidelines and 2016 annual meetings, respectively.Board-level policies.

Directors

The names ofBriefly, our directors and information about them, including their specific qualifications, are set forth below.corporate governance framework includes the following:

Richard E. Allen (Age 57) •   Class I Director •   Chairin the best interests of the AuditCompany’s stockholders to adopt or extend a stockholder rights plan without delay (and in that event, the plan will provide that it will expire unless ratified by the stockholders within one year of adoption);

Michael M. Fisher (Age 68) •   Class I Director •   Member of the Audit and Compensation Committees		Mr. Fisher has been a director since 2001 and is one of the Audit Committee’s designated financial experts. Mr. Fisher served as President of Power Quality Engineering, Inc., a manufacturer of specialty filters, from 1995 to 2007. Since 2007, Mr. Fisher has served as a director of Open Tech Alliance, Inc., a private company engaged in the development of kiosks for the self-storage industry. Before joining Power Quality Engineering, Mr. Fisher was employed for 10 years with Computer Associates International, Inc., a publicly-held computer software vendor, where he had oversight responsibility for a number of the company’s foreign subsidiaries. Mr. Fisher began his business career as a certified public accountant with Arthur Andersen in the audit division, where he last served as a Senior Audit Manager. The Board believes that Mr. Fisher’s experience as president of a specialty manufacturing company, as well as his earlier extensive global experience with Computer Associates, Inc. and his public accounting experience, bring to our Board his broad financial, managerial, operational and international expertise.
Larry A. Gunning (Age 70) •   Class II Director •   Member of the Audit and Nominating and Governance Committees		Mr. Gunning has been a director since 1995. Mr. Gunning has been Manager and Director of several petroleum wholesale and retail operations since the early 1970’s. He is also a member and director of Cobblestone AutoSpa, which owns and operates several full-service carwashes. The Board believes that Mr. Gunning brings to our Board an entrepreneurial and business background as well as his extensive knowledge of distribution, marketing and service operations.
Anthony A. Ibargüen (Age 55) •   Class III Director • Chair of the Nominating and Governance Committee, •   Member currently Anthony A. Ibargüen, to serve as the Presiding Director and, as needed, to: review and propose revisions to the Company’s Corporate Governance Guidelines and Board procedures, after consultation with the full Board; review and recommend to the Chair or the Corporate Secretary agenda items and materials for Board meetings; and perform such other roles and responsibilities as are assigned from time to time by the Nominating and Governance Committee or the full Board. In addition, in the event of an unforeseen vacancy in the position of the AuditChair of the Board, the Presiding Director serves as interim Chair of the Board for the sole purpose of calling and Executive Committees		Mr. Ibargüen has served asholding a director since July 2008, and from Septembermeeting of the Board to December 2009, he served as our interim President and Chief Executive Officer. In October 2010, Mr. Ibargüen was appointed Chief Executive Officer of Quench USA,elect a privately-held water filtration company. From 2004 to 2008, Mr. Ibargüen was President and Chief Executive Officer of Alliance Consulting Group, a privately-held IT consulting firm. From October 2003 through December 2007, Mr. Ibargüen served as a director of C-COR Inc., a publicly-held global on-demand network solutions provider to the cable industry, and he has served as a director of CODi Inc., a manufacturer and supplier of laptop bags and cases, mobile security and accessories since January 2006. From 1996 to 2000, Mr. Ibargüen was President, Chief Operating Officer and a director of Tech Data Corporation, a Fortune 500 global technology distribution company. The Board believes that Mr. Ibargüen’s over 25 years of experience in the IT industry and extensive knowledge of global enterprise management, finance, product distribution, value-added services and capital markets brings valuable perspective to our Board. new Chair;

Robertson C. Jones (Age 69) •   Class II Director •   Member of the Audit and Compensation Committees		Mr. Jones has beenExecutive compensation programs based on a director since 1995. From 1992pay-for-performance philosophy under which the Compensation Committee designs the overall executive compensation program to pay for performance toward financial and strategic goals, such that a substantial portion of potential executive compensation, both cash and equity-based incentive compensation, is performance-based;

Officers

The names of our executive officers and information about them are set forth below.

Glynis A. Bryan (Age 55) •   Chief Financial Officer		Ms. Bryan joined InsightA policy of not providing gross-up provisions in December 2007 as our Chief Financial Officer. Prior to joining Insight, Ms. Bryan served as Executive Vice President and Chief Financial Officer at Swift Transportation Co., Inc. from April 2005 to May 2007. Prior to joining Swift, Ms. Bryan served as Chief Financial Officer at APL Logisticsemployment agreements (we have, however, one legacy employment agreement with such provisions which has been in Oakland, California and in various finance roles at Ryder System, Inc., including Chief Financial Officer of Ryder’s largest business unit, Ryder Transportation Services. Ms. Bryan is a member of the board of directors, the governance committee (Chair) and compensation committee of Pentair, Ltd., a diversified industrial manufacturing company.
Steven W. Dodenhoff (Age 51) •   President – Insight United States		Mr. Dodenhoff joined Insight in January 2012 as our Senior Vice President, Human Resources and Business Development and was promoted to President of our United States operations effective October 1, 2012. Prior to joining Insight, Mr. Dodenhoff served as President of Enghouse Interactive, a unified communications software and solutions provider, from 2002 to December 2011.
Wolfgang Ebermann (Age 49) •   President – Insight EMEA		Mr. Ebermann joined Insight in January 2014 as President of our EMEA operating segment. Prior to joining Insight, Mr. Ebermann worked at Microsoft for 22 years, most recently in the position of Vice President & COO Central Eastern Europe. At Microsoft, Mr. Ebermann also served in several other executive roles including EMEA Vice President for Small, Midmarket and Partner Business. Prior to Microsoft, Mr. Ebermann worked for the Hewlett-Packard Peripherals Group (Europe) as European Software Marketing Manager focused on strategic account management and marketing.
Michael P. Guggemos (Age 47) •   Chief Information Officer		Mr. Guggemos joined Insight in November 2010 as Chief Information Officer. From 1994 through October 2010, Mr. Guggemos held numerous positions with Motorola, Inc., having served most recently as Corporate Vice President, Information Technology. At Motorola, Mr. Guggemos was responsible for IT applications, infrastructure, engineering and other IT servicesplace for a number of the company’s global business segments. years);

Helen K. Johnson

(Age 45)

•   Senior Vice President, Treasurer

A Code of Ethics and Business Practices that applies to all teammates and the Board of Directors, with annual certifications and training;

Ms. Johnson joined Insight

•

A Related Party Transactions Policy and Process which calls for thorough consideration of transactions and potential transactions with “related parties” (see further detail under the section entitled “Related Party Transactions”); and

Dana A. Leighty (Age 49) •   Vice President – Principal Accounting Officer		Ms. Leighty joined Insight in October 2006 as Vice President, SEC Reporting and was appointed Principal Accounting Officer in March 2012. Prior to joining Insight, from 1987 through October 2006, Ms. Leighty provided audit and advisory services at the public accounting firm, PricewaterhouseCoopers LLP, having served most recently as Director, Assurance Services. Ms. Leighty is a Certified Public Accountant.

CORPORATE GOVERNANCERisk Management

The Board takes an active role, both as a whole and at the committee level, in overseeing management of the Company’s risks. The Board’s committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function. The Board and Its Committees

the Audit Committee regularly review information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Audit Committee oversees management of financial risk and reviews the results of the Internal Audit function’s annual risk assessment process. The Compensation Committee oversees the management of the risks relating to the Company’s executive compensation plans and arrangements. The Nominating and Governance Committee oversees management of risks associated with the independence of the Board of Directors, potential conflicts of interest, and corporate governance issues. The Board of Directors heldhas adopted a total of 11 meetings duringformal policy on enterprise risk management, and the year ended December 31, 2013. None of our current directors who were directors during 2013 attended fewer than 75% of the aggregate of Board and relevant committee meetings during 2013. The Company’s corporate governance guidelines provide that each director should make every effort to attend the Company’s annual meeting of stockholders. All nine of the Board members attended the annual meeting of stockholders in May 2013. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, and all of these are standing committees.

The Board has determined that all of our directors, except for Mr. Lamneck, our President and Chief Executive Officer, meet the independence requirementsChief Financial Officer, the Global Compliance Officer and other members of senior management conduct regular assessments of risks to the enterprise and are responsible for managing risk through robust internal processes and strong internal controls in North America, EMEA and APAC. Management provides to the Board of Directors a comprehensive report on the results of its assessment at least twice per year, or more frequently as necessary. Management and the Audit Committee have also aligned the focus of the Listing Rules of the NASDAQ Stock Market. The independent directors hold executive sessions without management present on a quarterly basis and more often as they determine appropriate.Company’s Internal Audit function to address certain identified principal risk areas.

PROPOSAL NO. 1

The Executive Committee consists of Messrs. Crown (Chair), Ibargüen and Lamneck. The Executive Committee is empowered to act on Board matters that arise between meetings of the full Board or matters that require immediate attention if a quorum of our Board cannot be convened, unless such matters are required to be acted upon by independent directors. The Executive Committee did not meet in 2013.2015. Under the Executive Committee’s charter, the Executive Committee may not exercise powers delegated to other committees of the Board or powers which, under Delaware law, may not be delegated to any committee.

The Audit Committee

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”), consists of Messrs. Allen (Chair), Armstrong, Fisher, Gunning, Ibargüen and Jones. The Audit Committee met 1110 times in 2013.2015. The Audit Committee assists the Board in fulfilling its responsibilities for generally overseeing the Company’s financial reporting processes and the audit of the Company’s consolidated financial statements, including the integrity of the consolidated financial statements and the Company’s system of internal control over financial reporting established by management, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the performance of our Internal Audit function and our independent registered public accounting firm, our financial risk assessment and financial risk management, and our finance and investment functions. The headVice President of our Internal Audit function reports directly to the Chair of the Audit Committee. In addition, the Audit Committee reviews and discusses with the Chief Executive Officer and the

Chief Financial Officer the procedures undertaken in connection with their certifications included in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”). The Audit Committee has the authority to obtain advice and assistance from, and receive funding from the Company for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee operates pursuant to a written charter, adopted by the Audit Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm.

The Board has determined that the responsibilities of the Audit Committee, as reflected in its charter, are in accordance with applicable SEC rules and NASDAQ Listing Rules for audit committees. Further, the composition and attributes of itsthe members of the Audit Committee meet the requirements of the NASDAQ Listing Rules, including, without limitation, the independence requirements of the NASDAQ Listing Rules. All Audit Committee members possess the required level of financial literacy, and our Board has determined that Mr. Allen and Mr. Fisher, independent directors, each qualifies as an “audit committee financial expert” as defined by the SEC’s rules and regulations.

The Compensation Committee

The Compensation Committee consists of Ms. Pushor (Chair), and Messrs. Allen, Dorrance, Fisher and Jones.Jones and Ms. Courage. The Compensation Committee met sixseven times in 2013.2015. Each member of the Compensation Committee is an “independent director” as defined in the NASDAQ Listing Rules, including the enhanced standards applicable to compensation committee members. The Compensation Committee is charged with: reviewing and approving the base salary, annual incentive compensation, long-term incentive compensation and other compensation, perquisites or special or supplemental benefits to be paid or awarded to the Chief Executive Officer and other executive officers; reviewing and recommending to the Board new equity-based incentive compensation plans and changes to existing plans; performing an annual evaluation of the Chief Executive Officer’s performance and effectiveness; reviewing the Company’s talent management and succession planning activities for top management; and reviewing and discussing the Compensation Discussion and Analysis with management and recommending to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement.statement and annual report on Form 10-K.

The Compensation Committee operates pursuant to a written charter, adopted by the Compensation Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm. The Compensation Committee also considered the independence of its independent compensation adviser, Compensia, Inc. (“Compensia”), under the NASDAQ Listing Rules regarding compensation adviser independence and found no relationships or other matters which would preclude a finding of independence under the rules. See further information regarding the Compensation Committee’s responsibilities in the following section entitled “Compensation Discussion and Analysis.”

The Nominating and Governance Committee

The Nominating and Governance Committee consists of Messrs. Ibargüen (Chair), Armstrong and Dorrance, Mses. Courage and Gunning and Ms. Pushor. The Nominating and Governance Committee met four times in 2013.2015. The Nominating and Governance Committee, which recommends candidates to be nominated for election as directors at our annual meeting, supervises the evaluation process for the Board of Directors and the Board committees and the Chair of the Board as well as independent self-evaluations of directors and peer evaluations of directors. In addition, the Nominating and Governance Committee leadsis charged with leading the external recruiting process for Chief Executive Officer candidates and coordinatescoordinating the assessment process and the selection and appointment of any Chief Executive Officer candidate, should the need arise. Each member of the Nominating and Governance Committee is an “independent director” as defined in the NASDAQ Listing Rules. The Nominating and Governance Committee operates pursuant to a written charter, adopted by the Nominating and Governance Committee and approved by the Board and reviewed periodically.annually. The charter may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm.

The Nominating and Governance Committee is responsible for identifying, recruitingidentifies, recruits and evaluatingevaluates candidates for the Board, when appropriate, assessingassesses the appropriate size of the Board and makingmakes recommendations to the Board regarding the membership of the committees of the Board. The Nominating and Governance Committee charter provides that the Nominating and Governance Committee is responsible for reviewing criteria for Board membership. The Nominating and Governance Committee shall, when screening potential Board candidates, give due consideration to diversity, breadth of business experiences and skills, prominence and professional reputation, global business perspective, concern for the long-term interests of the stockholders of the Company, personal ethics, integrity and judgment and other areas that are expected to contribute to an effective Board. Diversity may encompass a candidate’s gender, race, national origin, educational and professional experiences, expertise and specialized or unique technical backgrounds and/or other tangible or intangible aspects of the candidate’s qualifications in relation to the qualifications of the then current boardBoard members and other potential candidates. The Nominating and Governance Committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and diversity is but one of many factors the Nominating and Governance Committee may consider. This general approach has been followed in

Three of the last six appointments of directors.

The threefive nominees for director being voted upon at the annual meeting, Messrs. Gunning, JonesAllen, Dorrance and Lamneck,Fisher, are allincumbent directors standing for re-election.re-election, and Ms. Courage and Mr. Armstrong are standing for election after having been appointed to the Board in January and March 2016, respectively, upon the completion of the recruitment process conducted by the Nominating and Governance Committee, which included the review of a slate of potential candidates recommended by a third-party search firm. In determining to recommend the nomination of Messrs. Allen, Armstrong, Dorrance and Fisher and Ms. Courage for election as Class II directors, of Messrs. Gunning, Jones and Lamneck, the Nominating and Governance Committee believes that, among other things, each of the nominees provides valuable oversight, contributions and perspective into the business of the Company.

The Nominating and Governance Committee will evaluate nominees recommended by stockholders in the same manner as described above.

Stockholders may propose director candidates for consideration by sending the name of any recommended candidate, together with pertinent biographical information, a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating stockholder’s ownership of our common stock and other information required in the Company’s Bylaws to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283 in accordance with the provisions set forth under the heading “Stockholder Proposals” in this proxy statement.

Contact Information

Stockholders wishing to communicate with the Board or with a Board member should address communications to the Board or the particular Board member, c/o Corporate Secretary, Insight Enterprises, Inc., 6820 South Harl Avenue, Tempe, Arizona 85283. The Corporate Secretary will forward communications to the individual Board member or the Board, as appropriate.

Governance Initiatives

During 2013,2015, the Board of Directors and its various committees continued to focus on governance-related initiatives, with particular focus on the areas of strategy, talent management and succession planning, including Chief Executive Officer succession planning, Board succession planning, risk management, compensation risk and pay-for-performance. The Board of Directors was actively involved in the Company’s strategic planning process. Forprocess and met with country managers and leaders throughout EMEA to discuss the third consecutive year,progress of the transformation to a solutions and services based selling model in that region. In addition, the Board also invited the North America leadership team to its December 2015 meeting to brief the Board on current and future objectives. From time to time, the Board of Directors heldholds its strategic planning meetings in connection with a visit to the headquarters of one of the Company’s principal partners, and spent several hours in managementincluding attending presentations on industry trends by executives of the partner.

A major activity undertaken by the Nominating and Governance Committee in 2015 was the orderly succession planning and recruitment of new Board members. During 2015, the Nominating and Governance Committee utilized the services of an independent director search consultant to identify and screen potential Board candidates. The Nominating and Governance Committee reviewed over thirty identified candidates. Two of these candidates were then considered by the Board of Directors. Ms. Courage was appointed as a director effective January 25, 2016, and Mr. Armstrong was appointed as a director effective March 8, 2016.

In addition, we are executing on our plan to declassify the Board of Directors over a three-year period. As a result, our classified (three-year, staggered term) board structure is being phased out, and the annual election of the entire Board of Directors for a one-year term is being phased in over a three-year period commencing with this annual meeting of stockholders and concluding at the 2018 annual meeting of stockholders.

All committees of the Board of Directors actively seek to remain current on governance issues and new developments and requirements. receive frequent regulatory and legal updates from the Company’s legal team and other members of management.

The Audit Committee receives frequent updates from the Company’s independent registered public accounting firm and management on new developments and issues affecting accounting and internal controls. The Audit Committee also receives frequent regulatory and legal updates from the Company’s legal team and other members of management. Finally,Additionally, the Audit Committee’s oversight of internal controlscontrol also includes frequent updates on Sarbanes-Oxley andthe Committee of Sponsoring Organizations of the Treadway Commission (COSO), internal audit issues, ethics hotline reports, internal investigations, key risk issues and internal control matters. For

The Compensation Committee engaged Compensia, a reviewSilicon Valley-based compensation consultant with many technology clients, to advise the Compensation Committee in connection with the Company’s executive compensation programs for 2015 and 2016. To maintain Compensia’s independence and reporting relationship to the Compensation Committee, no other services were provided by Compensia to the Company outside of those performed directly for the Compensation Committee. Also, the Chair of the Compensation Committee’s governance initiatives, seeCommittee approves the consulting fees for services provided by any compensation consultant utilized by the Compensation Committee. The Compensation Committee also considered the independence of Compensia under the NASDAQ Listing Rules regarding compensation adviser independence and found no relationships or other matters which would preclude a finding of independence under the rules. See the section entitled “Compensation Discussion and Analysis.”

The Nominating and Governance Committee regularly reviews and discusses governance-related articles by nationally recognized experts; considers the annual policy updates of prominent proxy advisory services; reviews public company governance surveys conducted by prominent national organizations; annually reviews director independence and related party issues; reviews a matrix of our directors’ skills and experience maintained by the Nominating and Governance Committee; reviews and consults with internal and outside counsel with respect to various governance issues;issues and from time to timediscusses governance-related articles by nationally recognized experts. It considers the annual policy updates of proxy advisory firms and reviews thepublic company governance surveys conducted by prominent national organizations. The Nominating and Governance Committee routinely reviews director independence and related party issues along with director education guidelines and the Board’s governance guidelines.guidelines and periodically performs a refresh of its matrix of directors’ skills and experience to assist with director succession planning. Other governance activities in 2013topics recently reviewed by the Nominating and Governance Committee included a reviewglobal legal and amendments to the Code of Ethics and Business Practices “gifts and entertainment” policies applicable to all teammates, including the Chief Executive Officer and the Board of Directors, the sharing of information from seminars and programs and consideration of current developments inregulatory compliance, crisis management and communications, sustainability, diversity, global compliance, emergency Chief Executive Officer succession, trading windows and Dodd-Frank and other regulatory issues. In-person training of directors during the last twelve months included a review of stockholder trends with a prominent financial institution representative, a presentation by one of the Company’s financial analysts and a presentation on business tax reform by the Company’s independent registered public accounting firm.an enterprise risk management program. These initiativesactivities were in addition to the Board of Directors’ review of all committee charters, governance guidelines and Board-level policies and continued focus on the Company’s enterprise risk management and compliance programs.policies.

Briefly, our corporate governance framework includes the following:

•

Separation of the Board Chair and Chief Executive Officer positions, resulting in the Company having a Board Chair who is independent under all applicable standards;

•

A thorough Board evaluation process focusing on Board of Directors and committee governance, priorities and effectiveness. The Board of Directors conducts board, committee, chair, self and peer evaluations annually. The Chair of the Board of Directors and the Chair of the Nominating and Governance Committee discuss the results individually with each director, and the overall results are discussed collectively within each committee and with the full Board of Directors;

Risk Management

The Board hastakes an active role, both as a whole and at the committee level, in overseeing management of the Company’s risks. The Board’s committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function. The Board and the Audit Committee regularly review information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Audit Committee oversees management of financial risk and reviews the results of the Internal Audit function’s annual risk assessment process. The Compensation Committee oversees the management of the risks relating to the Company’s executive compensation plans and arrangements. The Nominating and Governance Committee oversees management of risks associated with the independence of the Board of Directors, potential conflicts of interest, and corporate governance issues. The Board of Directors has adopted a formal policy on enterprise risk management, and the Chief Executive Officer, the Chief Financial Officer, the General CounselGlobal Compliance Officer and other members of senior management conduct regular quarterly assessments of risks to the enterprise and are responsible for managing risk through robust internal processes and strong internal controls.controls in North America, EMEA and APAC. Management provides to the Board of Directors a comprehensive report on the results of its assessment at least twice per year, or more frequently as necessary, to the Board of Directors.necessary. Management and the Audit Committee have also aligned the focus of the Company’s Internal Audit function to address certain identified principal risk areas.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

There are five nominees to our Board at the 2016 annual meeting of stockholders. Richard E. Allen, Bennett Dorrance and Michael M. Fisher are standing for re-election to the Board, and Catherine Courage and Bruce W. Armstrong were appointed as directors on January 25 and March 8, 2016, respectively, and will stand for election at the 2016 annual meeting of stockholders. Messrs. Allen, Dorrance and Fisher have served as directors since 2012, 2004 and 2001, respectively. Messrs. Allen, Armstrong, Dorrance and Fisher and Ms. Courage each qualify as an “independent director” as defined in NASDAQ Listing Rule 5605(a)(2). Unless otherwise instructed, the proxy holders will vote for the election of Messrs. Allen, Armstrong, Dorrance and Fisher and Ms. Courage.

Each of the principal risk areas identified.nominees was nominated by the Nominating and Governance Committee and has agreed to be named in this proxy statement and serve if elected, and we know of no reason why any of the nominees would not be able to serve. However, if any nominee is unable or declines to serve as a director, or if a vacancy occurs before the election (which events are not anticipated), the proxy holders will vote for the election of such other person or persons nominated by the Board.

Information concerning each director nominee is set forth above, along with information about other members of our Board and about our executive officers.

Compensation ConsultantsVote Required

Compensia,To be elected, a Silicon Valley-based compensation consultant with many technology clients, adviseddirector nominee must receive the Compensation Committee in connection with the Company’s executive compensation programs for 2013 and 2014. To maintain Compensia’s independence and reporting relationship to the Compensation Committee, no other services were provided by Compensia to the Company outside of those performed directly for the Compensation Committee. Also, the Chairaffirmative vote of the Compensation Committee approvesmajority of votes cast, meaning that the consulting fees for services provided by any compensation consultant utilized bynumber of votes cast “for” a director nominee must exceed the Compensation Committee. The Compensation Committee also considered the independencenumber of Compensia under the NASDAQ rules regarding compensation adviser independencevotes cast “against” that director nominee. Abstentions and foundbroker non-votes will have no relationships or other matters which would preclude a finding of independence under the rules.effect on Proposal No. 1.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTEFOR ELECTION OF THE NOMINEES NAMED ABOVE

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) addresses and explains the numerical and related information contained in the summary compensation tables and includes a discussion of key compensation policies and philosophy of the Compensation Committee, as well as thesignificant executive compensation actions that occurred after the end of 2013,2015, the award of bonuses related to 20132015 performance, and the adoption of our 20142016 compensation programs. The discussion below summarizes the total compensation for services rendered to us by our principal executive officer, our principal financial officer and our three other most highly compensated executive officers. We refer to these persons as our named executive officers.

Executive Summary

The Compensation Committee believes its pay-for-performance compensation philosophy has been effective in attracting and retaining key personnel while aligning the interests of executive officers with those of theour stockholders. We believe our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s vision,purpose, strategy and core values of client service, respect, teammate development, integrity and operational excellence.values. We structure our executive compensation program so the compensation of our executive officers, including our named executive officers, is tied meaningfully to our strategy and the success of the Company. Accordingly, our general philosophy of executive compensation is to offer competitive base salaries, but to emphasize cash and equity-based incentive compensation which is competitive in the marketplace and which (i) which:

The Compensation Committee carefully monitors the mix of base salaries and the performance-based or variable compensation components of our executive officers’ short-term cash incentive and long-term equity-based incentive compensation. The Compensation Committee also places substantial emphasis on the mix of long-term and current compensation, with long-term compensation comprising a significant amount of an executive’s total potential compensation.

The Compensation Committee designs the overall executive compensation program to pay for performance toward financial and strategic goals, and a substantial portion of potential executive compensation, both cash and equity-based incentive compensation, is performance-based.

The Company’s 2012 performance was below internal expectations, reflecting softer market conditions

For 2015, the Committee increased base salaries for its Section 16 officers by a 2.5% merit increase, consistent with the 2014 increase (other than were expected at the beginningPresident of 2012,Insight EMEA and the Company experienced a decrease in market share. As the financial performance measures set at the beginning of 2012Chief Information Officer, whose positions were not met, overall actual executive compensation amounts received decreased in 2012,re-evaluated for 2015) and annualleft cash incentive compensation targets for the Company’s Section 16 officers at the same levels paid out decreased significantly from 2011.

Entering(expressed as a percentage of base salary) as in 2014 (other than the 2013 fiscal year,President of Insight EMEA and the Chief Information Officer). The target dollar values of equity awards for the Company’s Section 16 officers for 2015 were equal to values (as of the grant date) of the 2014 awards, and the Compensation Committee recognized that there remained uncertaintycontinued its practice of granting a combination of service- and performance-based RSUs. However, the number of shares awarded to each officer (other than the President of Insight United States) decreased due to the increase in the price of the Company’s markets. Accordingly,common stock at the time of grant in 2015 compared to 2014. The Compensation Committee considered the targeted financial objectives for 20132015 to be challenging in that the target performance levels required significant improvement from 2014 in select areas, but not so challenging as to make achievement highly unlikely.

ForAlthough weakness in major global currencies against the fullU.S. dollar dampened our reported results all year, 2013,highlights of the Company’s consolidated financial results again did not meet internal expectations, butincluded:

In accordance with the Compensation Committee’s pay-for-performance philosophy, and as explained in greater detail below, cash incentive compensation paid out declinedin 2015 increased year over year, even though performance was below expectations in some areas, because of the improved financial performance against the established performance objectives for a second consecutive year.2015 compared to 2014. Moreover, the Company’s performance under the 20132015 equity-based incentive plan fell belowmet the minimum of thetarget range for return on invested capital (“ROIC”) and notarget performance-based restricted stock units (“RSUs”) were earned at the 100% level by anyeach of our executive officers for 2015, compared to 100% earned in 2014 and 0% earned in 2013.

In addition to basing a substantial amount of executive compensation on performance-based criteria, the Company has taken a number of steps and adopted policies intended to further align our executives’ interests with those of stockholders. These include:

Further, to continue to improve the alignment of the Company’s compensation plans with the interests of its stockholders and focus on attracting and retaining qualified executives, the following considerations were reflected in our 2014 executive compensation programs:

Response to Last Year’s “Say-on-Pay” Vote

We hold an advisory “say-on-pay” vote on an annual basis. At our 20132015 annual stockholders’ meeting of stockholders, we held a non-binding advisory stockholder vote on the compensation of our named executive officers, commonly referred to as a say-on-pay vote. Our stockholders approved the compensation of our named executive officers, with approximately 95%97% of stockholder votes castshares voted by stockholders on the resolution (exclusive of broker non-votes) being in favor of our 2013 say-on-paythe resolution. As we evaluated our executive compensation practices since that vote, we were mindful of the consistently strong support our stockholders have expressed for our pay-for-performance compensation philosophy. Nonetheless, the Compensation Committee undertakes an annual review of our executive compensation philosophy and our general approach to executive compensation and continually refines the executive compensation programs to align them with the Company’s strategic goals and to emphasize pay-for-performance.

Discussion and Analysis

Our Named Executive Officers

The purpose of this CD&A is to provide information about each material element of compensation that we pay or award to, or that is earned by, our named executive officers. For 2013,2015, our named executive officers were:

Executive Compensation Philosophy and Objectives

Our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s vision,purpose, strategy and core values of client service, respect, teammate development, integrity and operational excellence.values. Our general philosophy of executive compensation is to offer competitive base salaries and emphasize cash and equity-based incentive compensation that:

Each yearOn an annual basis, the Compensation Committee goes to great lengths to develop andevelops a thorough executive compensation program that is mindful of stockholder interests and expectations while at the same time is fair and motivating to our executives.

Compensation Consultants and Benchmarking

The Compensation Committee utilizes management to help it carry out its responsibilities, consults with other members of the Board in connection with its decision making, as appropriate, and has consistently over time engaged independent consultants to assist it in fulfilling its responsibilities. The Compensation Committee has the authority to obtain advice and assistance from, and receives funding from the Company for, outside advisors as the Compensation Committee deems necessary to carry out its duties.

In 2011,2013, the Compensation Committee retained Compensia, a management consulting firm providing executive compensation advisory services, as its independent compensation consultant to advise the Compensation Committee on all matters related to executive compensation. In late 2011,2013, Compensia provided a competitive analysis of the compensation of the Company’s most senior executives, including the Company’s named executive officers, and did so again in late 2013.2015. The Compensation Committee plans to obtain such analyses at least every other year. Compensia advised the Compensation Committee on a wide range of issues, including competitive market data at the time of hire and at the time of promotions for specific positions. Compensia’s 2011 study, which was used to set 2013 executive compensation levels and Compensia’s 2013 study, which was used to set 20142015 executive compensation levels, and Compensia’s 2015 study, which was used to set 2016 executive compensation levels, both measured the competitiveness of the Company’s compensation relative to two groups of companies (the “comparison groups”) summarized below, plus a broader benchmark database ifwhere the other groups didmight not provide adequate comparisons. The comparison groups were approved by the Compensation Committee based upon management’s and the Compensation Committee’s concerted review of competitors and relevant industry comparisons, and on the advice of Compensia.

The primary characteristics of the comparison groups were:

While the TechTechnology Distribution Peer Companies comparison group comprises companies that are competitors and are close comparisons in terms of sales and market capitalization, it is a relatively small group of companies. Moreover, the other groupsBroad Industry Peer Group and the Broad Market Database are not just limited to companies that are merely competitors for talent, customers or suppliers. Accordingly, the Company does not necessarily consider these groups to be comparison groups for competitive purposes other purposes.

Compensia’s 2011 study, which was used to set 2013 executivethan as an analysis of the compensation levels, measured the competitiveness of the Company’s compensation relative to two comparison groups summarized below. The companies included in the Tech Distribution Peer Companies comparison group in the 2011 Compensia analysis were as follows:

The Tech Distribution Peer Companies comparison group in the 2011 study included seven publicly-traded companies with revenues of less than $10 billion. The median revenue of this comparison group was $4.4 billion, and the median market cap was $800 million. The companies included in the Broad Industry Peer Group comparison group in the 2011 Compensia analysis were as follows:

The Broad Industry Peer Group in the 2011 study included 14 publicly-traded companies with revenues from $2.5 billion to $10 billion. The median revenue of this comparison group was $4.7 billion, and the median market cap was $1.4 billion.

As another point of comparative data, the 2011 Compensia study utilized the U.S. Mercer Benchmark Database as its Broad Market Database. The companies included in the third-party Mercer survey were not adjusted by Compensia in preparing their analysis and included publicly-traded companies with revenues between $1 billion and $4 billion.

The 2011 Compensia study provided the Compensation Committee with data for base salary, annual cash incentives, long-term equity-based incentive compensation and total compensation for the comparison groups. The study showed that total target compensation for 2013 for the Company’s executives, with variations from position to position, was positioned between the 50^th and 75^th percentiles. With respect to total target cash compensation for 2013, which included base salaries and target cash incentive compensation, the Compensia study showed that, with variations from position to position, the Company was competitive, with base salary levels and actual total target cash compensation levels near the 50^th percentile. With respect to target long-term equity-based incentive compensation, the Compensia study generally indicated that the Company’s target long-term equity-based compensation for 2013, which included the grant date fair value of the 2013 equity-based incentive compensation awards to the Company’s executives, was positioned between the 50^th and 75^th percentiles.most senior executives.

The Compensation Committee used the 2013 Compensia study in addition to other relevant sources of information, such as existing pay levels and other publicly available information about trends in executive compensation, in setting compensation for executives for 2014.2015. Additionally, Compensia advised the Compensation Committee and the Company regarding executive compensation programs generally and provided advice on trends in compensation.

Compensia’s 2013 study which was used to set 2014 executive compensation levels, again measured the competitiveness of the Company’s compensation relative to two comparison groups summarized below.

the Technology Distribution Peer Companies and the Broad Industry Peer Group. The companies included in the TechTechnology Distribution Peer Companies comparison group in the 2013 Compensia analysis were as follows:

BrightPoint, Inc. was notThe companies included in the 2013 study because it was acquired by Ingram Micro during 2012. The TechTechnology Distribution Peer Companies comparison group in the 2013 study included sixare all publicly-traded companies with revenues of less than $11 billion. The averagemedian revenue of this comparison group was $5.6$4.5 billion, and the averagemedian market cap was $1.6$1.8 billion.

The companies included in the Broad Industry Peer Group comparison group in the 2013 Compensia analysis were as follows:

Of the 17

The companies included in this comparison group in the 2013 study, 13 were the same companies included in the previous Compensia study. As noted above, BrightPoint, Inc. was acquired in 2012. The four new companies added were Applied Industry Technologies, Core-Mark Holding Company, Inc., ScanSource, Inc. and SYNNEX Corp. The Broad Industry Peer Group in the 2013 study included 17are all publicly-traded companies with revenues from $2.5$2.0 billion to $10.5$10.7 billion. The averagemedian revenue of this comparison group was $5.5$5.7 billion, and the averagemedian market cap was $1.9$2.0 billion.

As another point of comparative data,For the Broad Market Database, the 2013 Compensia study utilized data from the Towers Watson Top Management Compensation Survey, the Equilar May 2013 Executive Compensation Survey and the Radford July 2013 Executive Compensation Survey as its Broad Market Database.Survey. The companies included in these third-party surveys were not adjusted by Compensia in preparing their analysis and included publicly-traded companies with revenues between $1 billion and $10 billion.

The Compensation Committee used the 2015 Compensia study in addition to other relevant sources of information, such as existing pay levels and other publicly available information about trends in executive compensation, in setting compensation for executives for 2016. Additionally, Compensia advised the Compensation Committee regarding executive compensation programs generally and provided advice on trends in compensation. Compensia’s 2015 study again measured the competitiveness of the Company’s compensation relative to two comparison groups summarized below.

The companies included in the Technology Distribution Peers comparison group in the 2015 Compensia study were the same six companies included in the 2013 study. All are publicly-traded companies with revenues of less than $14 billion. The median revenue of this comparison group in 2015 was $4.7 billion, and the median market cap was $1.6 billion.

The companies included in the Broad Industry Peer Group in the 2015 Compensia study were the same 17 companies included in the 2013 study, except that MRC Global Inc. and Rush Enterprises, Inc. were added in the 2015 study as they met the selection criteria relative to market cap, gross profit and revenue within the defined industry groups; and ManTech International Corporation and SunEdison, which were included in the 2013 study, were not included in the 2015 study. ManTech International Corporation fell below the bottom end of the selection criteria on both revenue and gross profit while the Compensation Committee felt that SunEdison’s business was outside of the defined industry groups.

The companies included in the Broad Industry Peer Group comparison group in the 2015 Compensia study are all publicly-traded companies with revenues from $2.8 billion to $13.6 billion. The median revenue of this comparison group was $6.2 billion, and the median market cap was $1.9 billion.

The 2015 Compensia study also utilized data from the Towers Watson Top Management Compensation Survey and the Equilar Executive Compensation Survey as well as Compensia’s Proprietary Database. The companies included in these third-party surveys were not adjusted by Compensia in preparing their analysis and included publicly-traded companies with revenues between $2 billion and $16 billion.

The 2013 and 2015 Compensia studies provided the Compensation Committee with data for base salary, annual cash incentives, long-term equity-based incentive compensation and total compensation for the comparison groups. With respect to total target cash compensation for 2015 and 2016, which included base salaries and target cash incentive compensation, the Compensia studies showed that, with variations from position to position, the Company was competitive. With respect to target long-term equity-based incentive compensation, the Compensia studies generally indicated that the Company’s target long-term equity-based compensation for 2015 and 2016, which included the grant date fair value of the 2015 and 2016 equity-based incentive compensation awards to the Company’s executives, also was competitive.

Role of Executives in the Compensation Setting Process

The Compensation Committee has the overall responsibility for approving the cash-based incentive compensation for the officers that are subject to the reporting requirements of Section 16(a) of the Exchange Act (“Section 16 officers”). To facilitate this process, the Chief Executive Officer and other members of the management team prepare and present information and recommendations to the Compensation Committee for review, consideration and approval. The Chief Executive Officer and other members of the management team did not retain a compensation consultant for advice on those recommendations. With respect to the cash compensation of all other teammates, the Compensation Committee functions in an oversight role as these decisions are considered the responsibility of management.

With respect to equity-based compensation, the Compensation Committee approves the annual RSU program grants, including grants to all Section 16 officers, as well as the pool of available shares from which the Chief Executive Officer may make discretionary or new-hire RSU grants, or both, throughout the year to individuals other than non-employee directors or Section 16 officers. The Compensation Committee reviews reports on such discretionary grants on a quarterly basis.

The Chief Executive Officer does not have the ability to call Compensation Committee meetings and does not attend those portions of the Compensation Committee meetings where his compensation is discussed.decided.

Compensation Programs Design

The principal components of compensation for the Company’s named executive officers are:

As a result of our executive compensation philosophy, a significant percentage of total potential compensation is allocated to performance-based or variable compensation. The Compensation Committee has allocated between cash and equity, and between short-term and long-term incentive compensation, based on the comparisons to the peer group companies and market data utilized by the Compensation Committee at the time. Moreover, the different elements of compensation are designed to support and encourage varying performance levels and behaviors that the Compensation Committee believes will contribute favorably to Company strategy and performance in the period covered by each plan, consistent with the Compensation Committee’s commitment to pay for performance.

For 2013, the Compensation Committee reviewed the comparison groups to ensure that the market comparisons for the two primary comparison groups included companies with similar business and financial characteristics (as discussed above). This resulted, in general, in placing the Company in comparison groups which the Compensation Committee believed were appropriate in terms of industry, business and financial characteristics. Moreover, given the economic outlook at the time, the Compensation Committee decided to remain cautious and for 2013 (i) increased base salaries for its Section 16 officers by 2.5%, consistent with the 2012 increase (other than the Chief Executive Officer) and (ii) left cash incentive compensation targets for the Company’s Section 16 officers at the same levels (expressed as a percentage of base salary) as in 2012. The target values of equity awards for the Company’s Section 16 officers for 2013 also remained equal to values over the previous three years, and the Compensation Committee continued its practice of granting a combination of service- and performance-based RSUs. However, the number of shares awarded to each officer increased due to the decrease in the price of the Company’s common stock in 2013 from the 2012 level at the time of grant.

Base Salaries

Base salaries are designed to attract and retain executives by providing a fixed compensation based on competitive market practices. This component of compensation is designed to reward an executive’s core competency in his or her position relative to skills, experience and expected contributions to the Company and to provide the executive with a fair, predictable and reliable component of compensation for his or her service.

The Compensation Committee reviews base salaries annually and, in setting base salaries for 2013,2015, the Compensation Committee worked with its compensation advisor, Compensia, and relied on the 20112013 Compensia market study. In setting 20142016 executive compensation, the Compensation Committee reviewed the competitive market data utilized in the 20132015 Compensia market study. Management recommended,Based on the individual performance of the executives and the Compensation Committee agreed, that there would be a 2.5% increase inCommittee’s evaluation of current market data, 2016 base salaries for 2014 (other than for Mr. Dodenhoff, whose positionour President and compensation were re-evaluated in 2013). The approved 2014 salariesChief Executive Officer, the President of our United States operations and the comparable 2013President of our EMEA operating segment were each increased by approximately 10% compared to 2015. The Compensation Committee approved 2016 salaries for named executive officers and our new President, Insight EMEA are as follows:follows (with comparable 2015 salaries presented):

Short-Term Cash Incentive Compensation

The Compensation Committee views cash incentive compensation as a means of closely tying a significant portion of the total potential annual cash compensation for executives to the financial and operational performance of the Company, or the portion of the Company for which the executive has management responsibility, depending on the executive’s position.

Consistent with the practice adopted infollowed since 2010, for 20132015 and 2014,2016, the cash incentive plan was designed to reward performance based exclusively on defined financial objectives of the Company. All Section 16 officers, including our named executive officers, have an annual cash incentive plan. The financial objectives for each Section 16 officer are approved by the Compensation Committee and are set at the beginning of the year. These objectives and goals are integrated into the overall cash incentive plans for the Company’s management employees throughout the organization to foster a team environment whereby the entire Company is focused on the same or similar set of objectives and goals.

The Compensation Committee annually reviews financial objectives and target cash incentive compensation. The Compensation Committee generally targets cash incentive compensation for executive officers at or near the 50^th percentile of the comparison groups utilized by the Compensation Committee at the time and adjusts, as appropriate, for tenure, performance and variations in actual position responsibilities from position descriptions in the comparison groups. The Compensation Committee utilized the 20112013 Compensia analysismarket study to set 20132015 cash incentive targets and the 20132015 Compensia analysismarket study to set 20142016 cash incentive targets, which studies showed that the Company’s cash incentive compensation is competitive based on its comparison group analysis.

20132015 Cash Incentive Plan

For 2013,2015, the Compensation Committee continued its emphasis on cash incentive compensation by setting cash incentive plans for executive officers so that a significant portion of total cash compensation would be awarded if performance targets were met.

The 20132015 cash incentive plan (the “2013“2015 Plan”) provided incentive award opportunities for select employees, including executive officers. The 20132015 Plan was adopted pursuant to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the “Amended 2007“2007 Omnibus Plan”). Under the 20132015 Plan, the Company established defined financial objectives, which the Compensation Committee believes are important drivers of stockholder value, were established for each of itsthe Company’s named executive officers, and established the percentagepercentages of total cash incentive compensation to be tied to each of the specified financial objectives were quantified as follows:

Position		IEI EFO				IEI Global Revenue Growth				U.S. Revenue Growth				U.S. Hardware Market Share Growth				IEI Services GP Growth				U.S. EFO				U.S. Services GP Growth
President and Chief Executive Officer			25	%			25	%			—				25	%			25	%			—				—
Chief Financial Officer			25	%			25	%			—				25	%			25	%			—				—
President, Insight United States			—				—				25	%			25	%			—				25	%			25	%
Chief Information Officer			25	%			25	%			—				25	%			25	%			—				—

Position		EMEA EFO				EMEA Revenue Growth				EMEA Services GP Growth
President, Insight EMEA			50	%			25	%			25	%

For purposes of the 2013 Plan, “EFO”2015 Plan:

The 20132015 Plan required that the Company or the relevant operating segmentportion of the Company for which the executive has management responsibility, depending on the executive’s position, achieve a certain threshold percentage of the budgeted amounts for the particular performance measure for any payment to be made to an executive with respect to that performance measure. Therefore, it was possible that an executive would have different levels of achievement for each of his or her separate performance measures, and perhaps receive no payment at all, depending on performance against the goal for each performance measure. The levels of performance were set in conjunction with the Company’s overall annual budget and were considered to be challenging, but achievable, given the uncertain economic environment and the tactical and strategic plans that were developed for 2013.2015. Where actual results fell between specified performance levels, payments were calculated based on linear interpolation.

The following levels of achievement, andFor the corresponding levels of payment of targeted cash incentive compensation, were used for the 20132015 consolidated IEI EFO, U.S. EFO and North AmericaEMEA EFO performance measures set forth above, with 200%the threshold to receive any cash incentive was 80% of target being the maximum each executive could earn:

The following levelsrespective budgeted EFO amount, which would result in a payout of achievement, and the corresponding levels of payment50% of targeted cash incentive compensation were used for that measure. Below 80% attainment, no payout would be received by the 2013 consolidated Services GP Growth and North America Services GP Growth performance measures set forth above, with 200% being theexecutive. The maximum each executive could earn:

Consolidated Services GP Growth:

North America Services GP Growth:

The following levelsearn of achievement, and the corresponding levels of payment of targeted cash incentive compensation, were used for the 2013 U.S. Hardware Market Share Growth performance measure set forth above, with 200% of target beingwould result from attainment at 120% of the maximum each executive could earn:respective budgeted EFO amount.

The following levels of achievement, and the corresponding levels of payment of targeted cash incentive compensation, were used for the 2013 U.S. Software Market Share Growth performance measure set forth above, with 200% of target being the maximum each executive could earn:

The budgeted target, actual financial attainment and payout levels related to EFO performance measures for the 20132015 Plan were as follows:

For the 2015 Revenue Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Global Revenue Growth of 0.0003% compared to 2014, U.S. Revenue Growth of 0.0006% compared to 2014 and EMEA Revenue Growth of 0.0013% compared to 2014, which would result in a payout of 0.01% of targeted cash incentive compensation for the respective performance measure. Below these attainment thresholds, no payout would be received by the executive. The maximum each executive could earn of 200% of target would result from IEI Global Revenue Growth of 4.1% compared to 2014, U.S. Revenue Growth of 9.9% compared to 2014 and EMEA Revenue Growth of 19.5% compared to 2014.

The budgeted target, actual financial attainment and payout levels related to the Revenue Growth performance measures for the 2015 Plan were as follows:

For the 2015 U.S. Hardware Market Share Growth performance measure set forth above, the threshold to receive any cash incentive was a 5 basis point increase over 2014, which would result in a payout of 25% of targeted cash incentive compensation for that measure. Below a 5 basis point increase, no payout would be received by the executive. The maximum each executive could earn of 200% of target would result from a 95 basis point increase over 2014.

The budgeted target, actual financial attainment and payout levels related to the U.S. Hardware Market Share Growth performance measure for the 2015 Plan were as follows:

The levelsFor the 2015 Services GP Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Services GP Growth of achievement2.5% compared to 2014, U.S. Service GP Growth of 0.4% compared to 2014 and the corresponding levelsEMEA Services GP Growth of payments9.3% compared to 2014, which would result in a payout of 25% of targeted cash incentive compensation for EMEA EFOthe respective performance measure. Below these attainment thresholds, no payout would be received by the executive. The maximum each executive could earn of 200% of target would result from IEI Services GP Growth of 28.1% compared to 2014, U.S. Services GP Growth of 25.5% compared to 2014 and EMEA Services GP Growth are not presented herein because Mr. Fenton resigned fromof 74.9% compared to 2014.

The budgeted target, actual financial attainment and payout levels related to the Company effective September 1, 2013, and he was not eligibleServices GP Growth performance measures for any 2013the 2015 Plan payouts.were as follows:

Based on the achievement levels set forth above, the approved 20132015 target and earned cash incentive compensation for each of our named executive officers were as follows:

20142016 Cash Incentive Plan

For 2014,2016, the Compensation Committee continued its emphasis on cash incentive compensation by setting cash incentive plans for executive officers so that a significant portion of total cash compensation will be awarded through cash incentives if performance targets are met.

The 20142016 cash incentive plan (the “2014“2016 Plan”) provides incentive award opportunities for select employees, including named executive officers. The 20142016 Plan was also adopted pursuant to the Amended 2007 Omnibus Plan. Under the 20142016 Plan, the Company established defined financial objectives were again established for each of itsthe Company’s current named executive officers, and established the percentagepercentages of total cash incentive compensation to be tied to each of the specified financial objectives were quantified as follows:

For purposesThe following considerations were reflected in our 2016 Plan:

The approved 20142016 target cash incentive compensation amounts for each of our current named executive officers and our new President, Insight EMEA are set forth below. Consistent with 2013,2015, the 20142016 target cash incentive compensation amounts are calculated as a percentage of base salary. The percentages are consistent with those utilized in 20132015 (other than for Mr. Dodenhoff,Lamneck, whose position and compensation werewas re-evaluated in 2013, and for Mr. Ebermann, who was hired effective January 6, 2014)2016, as discussed below).

The target award for each of the executives is intended to define the amount that would be earned by the executive if the Company achieves each of the performance measures at the target level. The Compensation Committee also sets award levels for performance below the “target” performance level and seeks to encourage outstanding executive performance by setting achievementaward opportunity levels above the “target” performance, up to the maximum level.

Long-Term Equity-Based Incentive Compensation

The Compensation Committee views long-term equity-based compensation as a critical component of the overall executive compensation program. The principal objectives for long-term equity-based compensation are to:

Long-term equity-based incentives are currently issued in the form of service and performance-based RSUs. Consistent with the practice adopted infollowed since 2009, the Compensation Committee decided that the Company’s executive officers would receive 60% of their RSUequity-based incentive awards in performance-based RSUs and 40% in service-based RSUs. To encourage continued employment with the Company, service-based awards vest over a four-year vesting schedule. Performance-based RSUs are earned only if predetermined annual financial performance goals are achieved and are then subject to a three-year vesting period. One of the Compensation Committee’s goals in granting 40% of the RSUsaward in the form of service-based RSUs vesting over four years is to enhance retention, whereas the other 60% of the RSUs areaward is performance-based, which the Compensation Committee believes aligns the interests of management and the stockholders. To encourage overachievement of targets, significant upside potential exists related to the number of RSUs ultimately earned. The number of performance-based RSUs ultimately earned varies based on the achievement of threshold levels of financial performance, with greater numbers of shares awarded for higher levels of financial performance. If the Company’s financial performance does not meet or exceed a set performance threshold, no performance-based RSUs are earned. All grants of equity-based compensation are currently made under the Amended 2007 Omnibus Plan. The Compensation Committee believes that the 60/40 split of performance-based and service-based RSUs has demonstrated its value in paying for performance and promoting retention.

For 2013, the Compensation Committee determined target equity-based incentive compensation for executive officers considering comparison group data in the market analysis prepared by Compensia in 2011, and the Compensation Committee used the 2013 Compensia analysis in its determinations for 2014 target equity-based incentive compensation. Based on these studies, the Compensation Committee believes that the equity-based incentive compensation plan, including the use of performance-based RSUs and the target level of grants to each executive, is competitive with market practice, and the 60/40 split of performance-based and service-based RSUs continues to reward executives for performance and promotes retention of the Company’s executives.

In order to link equity-based incentive compensation to annual performance and to continue to align the interests of management and stockholders, the Compensation Committee initiates annual grants of equity-based incentive compensation awards to executives early in the year (as opposed to later in the year or periodically throughout the year) in connection with the annual budgeting process. Also, early in the year, the Compensation Committee approves the annual RSU program grants as well as a pool of shares from which the Chief Executive Officer may make discretionary and/or new hire RSU grants throughout the year to individuals other than non-employee directors or Section 16 officers. The pool of RSUs is based on the recommendation of management and review of the overall equity compensation expense expected to be recorded in current and future years in the Company’s consolidated financial statements.

For 2015, the Compensation Committee determined target equity-based incentive compensation for executive officers considering comparison group data in the 2013 Compensia market study, and the Compensation Committee used the 2015 Compensia study in its determinations for 2016 target equity-based incentive compensation. Based on these studies, the Compensation Committee believes that the equity-based incentive compensation plan, including the use of performance-based RSUs, and the target level of grants to each executive, is competitive with market practice, and the 60/40 split of performance-based and service-based RSUs continues to reward executives for performance and promotes retention of the Company’s executives.

The approved dollar value of 2015 and 2016 target equity-based incentive compensation amounts for each of our current named executive officers are set forth below.

20132015 Equity-Based Incentive Plan

The 20132015 RSU awards for executive officers, which were 40% service-based and 60% performance-based, were approved on February 13, 2013.11, 2015. The service-based RSUs vest in four equal annual installments beginning on February 20, 2014.2016. The performance-based grants, to the extent earned, vest in three equal annual installments beginning on February 20, 2014,2016, and the number of RSUs earned was dependent on the Company’s actual ROIC for the fiscal year ended December 31, 2013,2015, on a consolidated non-GAAP basis, with non-GAAP ROIC being defined as actual 2013 consolidated2015 IEI EFO excluding certain items not considered to be part(as discussed above), tax effected at an assumed tax rate of the ongoing business, as approved in advance by the Compensation Committee,37%, divided by Invested Capital. Invested Capital is defined as average equity, plus average debt, less average cash balances, as reported by the Company during the year ended December 31, 2013.2015. The averages were computed using the five most recent quarter-end balances (December 31, 20122014 through December 31, 2013)2015) and included the assumption that acquisition goodwill was not impaired and continued to be present in all periods (i.e., average equity was not reduced for the non-cash goodwill impairment charge that was taken in 2008).

For the performance-based RSUs, the Company’s actual ROIC of 9.32% fell below the minimum of the range for 2013, and as such, no performance-based RSUs were issued to any of our named executive officers. The non-GAAP ROIC target range was set in conjunction with the Company’s overall annual budget and was considered to be challenging, but achievable, given the tactical and strategic plans that were developed for 2013. The following levels of achievement, and corresponding levels of award of targeted equity-based incentive compensation, were used for2015. For the 2015 non-GAAP ROIC performance measure with 200%set forth above, the threshold to receive any performance-based RSUs was non-GAAP ROIC of target8.67%, which would result in 25% of performance-based RSUs being issued to the executive. Below 8.67%, no performance-based RSUs would be earned by the executive. The maximum each executive could earn:earn of 200% of target would result from achievement of non-GAAP ROIC above 12.62%.

The following table sets forth the number of service-based and performance-based awards made to our named executive officers under the 20132015 equity-based incentive plan:

20142016 Equity-Based Incentive Plan

The 20142016 RSU awards for executive officers, which are also 40% service-based and 60% performance-based, were approved on February 12, 2014.10, 2016. The service-based RSUs will vest in four equal annual installments beginning on February 20, 2015.2017. The performance-based grants will, if earned, vest in three equal annual installments beginning on February 20, 2015,2017, and the number of RSUs to be issued, if any, will vary depending on the Company’s ROIC for the fiscal year ending December 31, 2014,2016, on a consolidated non-GAAP basis, with non-GAAP ROIC and Invested Capital being defined consistent with 20132015 (as discussed above). For the performance-based RSUs:RSUs, if the Company achieves certain specified strategic objectives defined in advance by the Compensation Committee, 100% of the target number of RSUs will be issued. If those specific objectives are not met and the Company achieves less than 95%87% of its 20142016 ROIC target range, no RSUs will be issued andor if the Company achieves greater than 132%127% of its 20142016 ROIC target range, 200% of the target number of RSUs will be issued. The ROIC target range was set in conjunction with the Company’s overall annual budget and is considered to be challenging, but achievable, given the tactical and strategic plans that have been developed for 2014.2016.

In determining the amount of equity-based incentive compensation for 2014,2016, the Compensation Committee considered its goal to provide retention value for senior executives through stock price improvement, which the Compensation Committee believes aligns the interests of management and the stockholders. Based on the Compensation Committee’s careful review of the 20132015 Compensia analysis of the competitiveness of the Company’s compensation levels, including its equity-based award levels, and on the Compensation Committee’s review of the Company’s 20142016 budget and the recommendations of Compensia, the Compensation Committee awarded RSUs to executive officers in 2014 equal in value (as of the grant date) to the 2013 awards.

The 2014 service-based and performance-based RSUs, granted on February 20, 2014, included2016, equivalent to the following awards forapproved dollar value and the 60/40 split noted above to each of our current named executive officers.

Chief Executive Officer Compensation

The Compensation Committee determines compensation for the Chief Executive Officer using the same criteria it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater performance-based opportunities for short-term and long-term incentive compensation (cash and equity, respectively).

In setting the Chief Executive Officer’s compensation for 2015, the Compensation Committee approved a 2.5% increase in base salaries for 2015 for most of the Company’s executive officers, including Mr. Lamneck, raising his base salary to $726,901 for 2015. As noted above, executive officer target cash incentive compensation is reflected as a percentage of base salary (100% in Mr. Lamneck’s case for 2015) resulting in Mr. Lamneck’s target cash incentive award also increasing 2.5% to $726,901 in 2015. Also as noted above, target equity-based compensation awards approved by the Compensation Committee for 2015 reflect no increases from 2014. As a result, Mr. Lamneck’s total target direct compensation for 2015 was $3,353,802 (compared to $3,318,344 in 2014); however, Mr. Lamneck’s actual annual compensation earned for 2015 was 97.9% of the total target, or $3,281,841 (valuing his equity-based compensation at the grant date fair value). As noted above, based on Mr. Lamneck’s performance and our new President, Insight EMEA:its evaluation of the market data, the Compensation Committee approved an approximate 10% increase in Mr. Lamneck’s base salary for 2016, raising his base salary to $800,000 for 2016 and his target cash incentive compensation, reflected as a percentage of base salary, was increased to 150%, or $1,200,000 for 2016. Also as noted above, target equity-based compensation awards approved by the Compensation Committee for 2016 for Mr. Lamneck again reflected no increase from 2015. As a result, Mr. Lamneck’s total target direct compensation for 2016 is $3,900,000 (compared to $3,353,802 in 2015).

Other Compensation Policies

Severance and Change in Control Plans

Severance and change in control plans are designed to facilitate the Company’s ability to attract and retain executives as the Company competes for talented employees in a marketplace where such protections are commonly offered. Severance benefits are designed to provide benefits to ease an executive’s transition following an unexpected employment termination by the Company due to changes in the Company’s employment needs. Change in control benefits are intended to encourage executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. Both severance and change in control benefits are often a critical part of an executive’s initial compensation package, and key executives may not have accepted our offers of employment if we had not provided market-level severance and change in control benefits. See further detail under the section entitled “Employment Agreements, Severance and Change in Control Plans.”

Benefits and Perquisites

Our named executive officers participate in benefit plans generally available to all of our teammates, including medical, health, life insurance and disability plans. Our current named executive officers other than Mr. Ebermann are also eligible to participate in the Company’s 401(k) plan and receive Company matching contributions, to the extent made by the Company, which are generally available to our U.S. teammates. Mr. Fenton was eligible to participateEbermann participates in a group personalstatutory health insurance and pension plan in the United Kingdom and receive Company matching contributions, to the extent made by the Company, which is a benefit generallyplans available to ourother teammates in the United Kingdom.Germany. Mr. FentonEbermann also receivedreceives an automobile allowance and enhanced Company-paid insurance benefits in case of death or disability, which is a benefitare benefits generally available to executives in the United Kingdom.EMEA. These benefits are part of our broad-based total compensation programs offered in the geography in which each of the executives resides.

We provide our executive officers with relatively limited perquisites, thatand we believe they are reasonable and in the best interests of the Company. We promote wellness initiatives in our employee health insurance plans and make premium payments for long-term disability insurance for all of our named executive officers. In 2013, Mr. Fenton was provided with an automobile allowance and private medical coverage, which are benefits generally available to managementofficers in the United Kingdom.States. The costs of perquisites and other personal benefits provided to our named executive officers during 20132015 are included in the Summary Compensation Table in this proxy statement and identified in the footnotes thereto. The value of perquisites provided to Ms. Bryan and Mr. Guggemos did not exceed $10,000 in the aggregate during 2013.

Stock Ownership Guidelines

In February 2007, theThe Board, upon the recommendation of the Compensation Committee, adopted stock ownership guidelines that:

The guidelines specify that, subsequent to the five-year transition period, as of each January 1, each executive and each Board member is expected to hold shares of Insight common stock with a value at least equal to a specified multiple of his or her annual base salary or retainer. For the President and Chief Executive Officer, twothree times annual base salary is required, forrequired. For all other Executives, one times annual base salary is required, and forrequired. For Board members, twothree times the annual base retainer is required. Failure to meet or to show sustained progress toward meeting the Stock Ownership Guidelinesstock ownership guidelines may result in a reduction in future long-term incentive grants and also may result in a requirement to retain some or all stock attained through Company grants of equity until the Stock Ownership Guidelinesstock ownership guidelines are attained.

Executive Compensation Recovery

We have an incentive compensation recovery, or “clawback,” policy that applies to our executive officers. Under this policy, in the event of a material restatement of our financial results, we may recover from an executive officer any incentive compensation that was based on having met or exceeded performance targets if an executive officer engaged in fraud or intentional misconduct that resulted in an increase in his or her incentive compensation.

Chief ExecutiveOfficer Compensation

The Compensation Committee determines compensation for the Chief Executive Officer using the same criteria it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater performance-based opportunities for short-term and long-term incentive compensation (cash and equity, respectively).

In setting the Chief Executive Officer’s compensation for 2013, the Compensation Committee approved a 2.5% increase in base salaries for 2013 for the Company’s executive officers, including Mr. Lamneck, raising his base salary to $691,875 for 2013. As noted above, executive officer target cash incentive compensation is reflected as a percentage of base salary (100% in Mr. Lamneck’s case) resulting in Mr. Lamneck’s target cash incentive award also increasing 2.5% to $691,875 in 2013. Also as noted above, target equity-based compensation awards approved by the Compensation Committee for 2013 reflect no increases from 2012. As a result, Mr. Lamneck’s total target direct compensation for 2013 was $3,283,750 (compared to $3,250,000 in 2012); however, Mr. Lamneck’s actual annual compensation earned for 2013 was 52.6% of the total target, or $1,728,623 (valuing his equity-based compensation at the grant date fair value). As noted above, the Compensation Committee again approved a 2.5% increase in base salaries for 2014 for the Company’s executive officers, including Mr. Lamneck, raising his base salary to $709,172 for 2014 and his target cash incentive compensation, reflected as a percentage of base salary (100% in Mr. Lamneck’s case) to $709,172 for 2014. Also as noted above, target equity-based compensation awards approved by the Compensation Committee for 2014 again reflected no increases from 2013. As a result, Mr. Lamneck’s total target direct compensation for 2014 is $3,318,344 (compared to $3,283,750 in 2013).

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the IRC generally prohibits a public company from taking an income tax deduction for compensation over $1 million paid to the principal executive officer and any one of the three highest paid executive officers (other than the principal executive officer or the principal financial officer) as of the close of the applicable taxable year, but contains an exception for performance-based compensation if certain conditions are met. Base salary and service-based RSUs, by their nature, do not qualify as performance-based compensation, and amounts attributable to such compensation paid to these officers in excess of $1 million will not be deductible by the Company for federal income tax purposes. While the anticipated tax treatment of compensation is given some weight in making compensation decisions, the Compensation Committee has not adopted a policy of limiting awards of compensation to amounts that would be deductible under Section 162(m) because the Compensation Committee believes that awards of compensation which would not comply with the Section 162(m) requirements could at times further the long-term interests of the Company and its stockholders. Nevertheless, the Compensation Committee believes that it is important to maximize the corporate tax deductibility of executive compensation. Therefore, to help maximize the deductibility of payments made beginning in 2008, the Company sought and received stockholder approval of its Amended 2007 Omnibus Plan (first in 2007 and again in 2011). The Company is again seeking stockholder approval of its 2007 Omnibus Plan at the 2016 annual meeting of stockholders. See “Proposal No. 3 – Approval of the First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan and Reapproval of the Material Terms of the Plan for Purposes of Section 162(m) of the Code.”

Accounting for Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the award on the date of grant, and the corresponding expense is recognized over the period during which the executive is required to provide service in exchange for the reward. Compensation expense related to service-based RSUs is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense related to performance-based RSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (i.e., a graded vesting basis).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management, and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE:

Kathleen S. Pushor, Chair

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, that incorporate future filings, including this proxy statement, in whole or in part, the foregoing Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any such filings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 20132015 were Ms. Pushor (Chair) and Messrs. Allen, Dorrance, Fisher and Jones. No member of the Compensation Committee was at any time during 20132015 or at any other time an officer or employee of Insight, and no member had any relationship with Insight requiring disclosure under Item 404 of Regulation S-K. No executive officer of Insight has served on the Board or Compensation Committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee of Insight during 2013.2015.

SUMMARY COMPENSATION TABLE

The table below sets forth the total compensation for services rendered to us by our principal executive officer, our principal financial officer and our fourthree other most highly compensated executive officers. We refer to these persons as named executive officers.