On behalf of our Board of Directors, I’m pleased to invite you to Insight’s 2018 Annual Meeting of Stockholders. The meeting will be held on Thursday, May ~~18, 2016~~

~~You are cordially invited to attend the Insight Enterprises, Inc. 2016 annual meeting of stockholders on Wednesday, May 18, 2016,~~10, 2018 at 9:11:00 a.m. ~~Mountain Standard Time,~~MST, at our client support center located at 910 West Carver Road, Suite 110, Tempe, ~~Arizona 85284.~~Arizona. The ~~meeting is being held~~attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting.

For Insight, 2017 was a year of record financial performance and strategic progress, as we improved profitability and made strategic investments for the ~~following purposes:~~future.

For more information on Insight and to take advantage of the many stockholder resources and tools available, we encourage you to visit our Investor Relations website atwww.insight.com.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote either via the Internet, by telephone or by signing and returning a proxy card. Please vote as soon as possible so that your shares will be represented at the meeting.

We are pleased to invite you to the Insight Enterprises, Inc. 2018 Annual Meeting of Stockholders (the “Annual Meeting”).

~~These items are more fully described in the enclosed proxy statement.~~Record Date:

~~Each outstanding share~~Holders of our common stock ~~entitles the holder of record~~ at the close of business on March ~~25, 2016~~22, 2018 are entitled to ~~receive~~ notice of, and to vote at, the ~~annual meeting~~Annual Meeting.

Your vote is important to us. Please see “Voting Information” on page 1 for instructions on how to vote your shares.

These proxy materials are first being distributed on or ~~any adjournment~~about April 6, 2018.

You are entitled to vote at the Annual Meeting if you were a stockholder of Insight Enterprises, Inc. (the “Company” or ~~postponement~~“Insight”) as of the ~~meeting.~~close of business on March 22, 2018, the record date for the Annual Meeting.

Please cast your vote as soon as possible on all of the proposals listed below to ensure that your shares are represented.

Even if you plan to attend our Annual Meeting in person, please read this proxy statement with care and vote right away as described below. For stockholders of record, have your notice and proxy card in hand and follow the instructions. If you hold your shares through a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee, including whether telephone or Internet options are available.

You may vote in person at the Annual Meeting, which will be held on Thursday, May 10, 2018, at 11:00 a.m. MST, at the Insight Client Support Center, 910 West Carver Road, Suite 110, Tempe, Arizona. If you hold your shares through a broker, bank or other nominee and would like to vote in person at the Annual Meeting, you must first obtain a proxy issued in your name from the institution that holds your shares.

We provide answers to many frequently asked questions about the meeting and voting under “Frequently Asked Questions Concerning the Annual Meeting” beginning on page 59 of this proxy statement.

This summary highlights information contained elsewhere. This summary does not contain all of the information that you should consider, and you should read carefully the entire proxy statement and our Annual Report on Form10-K for the year ended December 31, 2017 before voting at the Annual Meeting. Measures used in this proxy statement that are not based on U.S. generally accepted accounting principles (“GAAP”) are defined and reconciled to the most directly comparable GAAP measure in Appendix A.

We are a Fortune 500 global information technology (“IT”) provider helping organizations of all sizes – from small and medium sized businesses to worldwide enterprises, governments, schools and health care organizations – define, architect, implement and manage Intelligent Technology Solutions™. We empower our clients in managing their IT environments so they can drive meaningful outcomes today and transform their operations for tomorrow.

This year, 2018, marks 30 years of doing business for Insight. Across three decades, we have evolved with the industry in pursuit of helping our clients run their businesses smarter. The ever increasing complexity across the technology ecosystem, combined with the continual emergence of new trends and offerings, has made it difficult for most clients to effectively manage their IT environments. We believe that our core business plus our recent strategic acquisitions have provided us with an integrated foundation to better serve our clients. We have identified four key solutions areas that capitalize on this foundation and include robust offerings to address our clients’ demands. Our key solutions areas are:

In 2017, our team delivered strong growth in our core business and gained market share from competitors in North America, reflecting growth in data center solutions as well as devices. Our acquisition of Datalink in January 2017, which delivered solid financial results in its first year as part of Insight, complemented the growth in our core business. Overall, we improved profitability partly as a result of expense discipline across the business. For the year, we delivered the following consolidated financial results:

Net sales growth of $1.2 billion, or 22%, to $6.7 billion

Gross profit growth of 24%, with gross margin increasing approximately 20 basis points

Non-GAAP Adjusted earnings from operations (“EFO”) growth of 24%

Non-GAAP Adjusted diluted earnings per share (“EPS”) growth of 29%, to $3.24

Non-GAAP Adjusted return on invested capital (“ROIC”) of 10.33%

See Appendix A for a reconciliation of eachnon-GAAP Adjusted financial measure to the most directly comparable GAAP measure

From a strategic standpoint, Insight continued to expand its market leading capabilities for delivering global IT solutions for complex business problems through:

the acquisition of Caase.com, a Dutch cloud service provider, in the third quarter of 2017, which further enhanced our technical capabilities around Office 365 and Azure in the EMEA region.

We also continued to make additional strategic investments for the future to develop capabilities to serve our clients’ needs.

The following chart shows how a $100 investment in the Company’s common stock on December 31, 2012 would have grown to $220 on December 31, 2017. The chart also shows Insight’s performance versus the NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to $207) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to $241) over the same period, with dividends reinvested quarterly.

For further details about our performance in 2017, please see the Company’s Annual Report on Form10-K for the year ended December 31, 2017.

Independent Board. Our Board of Directors is comprised entirely of independent directors, other than our President and Chief Executive Officer.

Independent Chair of the Board. Timothy A. Crown serves as our independent Chair of the Board.

Independent Board Committees. All members of our Audit, Compensation and Nominating and Governance Committees are independent directors.

Our executive compensation program is focused on driving profitability growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses on variable, performance based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart below, in 2017, approximately 82% of the target total direct compensation of our President and Chief Executive Officer, Kenneth T. Lamneck, was variable and/or“at-risk” and earned only if performance goals are met.

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

Extensive information regarding our executive compensation programs in place for 2017 can be found under the heading “Compensation Discussion and Analysis.”

To provide a framework for effective corporate governance, our Board of Directors (the “Board of Directors” or “Board”) has adopted Corporate Governance Guidelines, which outline the operating principles of our Board of Directors and the composition and working processes of our Board and its committees. The Nominating and Governance Committee periodically reviews our Corporate Governance Guidelines and developments in corporate governance and recommends proposed changes to the Board for approval.

Our Corporate Governance Guidelines, along with other corporate governance documents, such as committee charters and our Code of Ethics and Business Practices, are available on our website athttp://investor.insight.com/corporate-governance.

Under our Corporate Governance Guidelines and the listing standards of NASDAQ, a majority of our Board members must be independent. The Board of Directors annually determines whether each of our directors is independent. In determining independence, the Board follows the independence criteria set forth in the NASDAQ listing standards and considers all relevant facts and circumstances.

Under the NASDAQ independence criteria, a director cannot be considered independent if he or she has one of the relationships specifically enumerated in the NASDAQ listing standards. In addition, the Board must affirmatively determine that a director does not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has affirmatively determined that each of our current directors is independent under the applicable listing standards of NASDAQ, other than our President and Chief Executive Officer, Kenneth T. Lamneck.

Timothy A. Crown serves as the Chair of our Board of Directors and Kenneth T. Lamneck serves as our President and Chief Executive Officer. The Board believes that separating the roles of Chair and Chief Executive Officer, along with the use of regular executive sessions of the independent directors, provides appropriate oversight of the Company’s strategic direction. Anthony A. Ibargüen serves as the Presiding Director of the Board and is responsible, after consultation with the full Board, for proposing revisions to the Company’s Corporate Governance Guidelines and Board procedures.

The Company has just completed a refreshment of our Board by phasing out the Company’s classified board structure, electing four new directors in the past two years, and accepting the retirements of four long time directors over the past two and a half years pursuant to the Company’s mandatory retirement policy. One director retired early in 2016, another retired effective at the 2017 Annual Meeting of Stockholders, and two directors will be retiring effective at the 2018 Annual Meeting of Stockholders. Mr. Rishi and Ms. Breard were appointed by the Board in December 2017 and February 2018, respectively, as replacements for the directors that will be retiring. In early 2016, Ms. Courage and Mr. Armstrong were appointed to replace the directors that retired in 2016 and 2017. The refreshment has increased the Board’s diversity, experiences, and perspectives while lowering the average age of our directors from 61 to 55.

The Board engages in a robust self-evaluation process designed to elicit improvement in the effectiveness of the Board, its committees and the individual directors. For the last several years, on an annual basis, the Company’s outside counsel has distributed a self-assessment questionnaire, which was followed by an interview with each director. After compiling the results, the recommendations were reviewed with the Chairs of the Board and each committee. The Chairs of the committees use the recommendations to identify areas of potential improvements for their respective committees and the Chairs of the Board and Nominating and Governance Committee provide feedback to each individual director.

Sustainability and corporate social responsibility are values embraced by the Company. The Company has signed the United Nations Global Compact and supports its principles of human rights, anti-discrimination, environmental responsibility and anti-corruption. The Company and its employees also support the Insight In It Together Foundation, which (i) provides financial assistance and other resources to teammates and their families in times of special need and (ii) supports community organizations providing technology to support educational opportunities for under privileged children. The Company and its employees also support other philanthropic and volunteer efforts through numerous programs and events that improve our communities. The Company does not make political contributions.

Under our Corporate Governance Guidelines, our directors are expected to attend meetings of the Board and applicable committees and annual meetings of stockholders.

In 2017, the Board held 12 meetings, including regularly scheduled and special meetings. In 2017, each of the directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served (during the periods for which he or she served on the Board and such committees). In addition, eight of the nine directors then in office attended our 2017 Annual Meeting of Stockholders.

Our Board has four committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Executive Committee. Our Board has adopted charters for each of these committees, which are available on our website athttp://investor.insight.com/corporate-governance. Under the committees’ charters, the committees report regularly to the Board. Additional information on each of these committees is set forth below.

Compensation Committee

Chair: Kathleen S. Pushor

Other Members of the Committee: Richard E. Allen, Linda Breard, Catherine Courage, Bennett Dorrance, Michael M. Fisher, Girish Rishi

Meetings Held in 2017: 6

Primary Responsibilities:

Our Compensation Committee is responsible for, among other things: (1) reviewing and approving the compensation of our chief executive officer and other executive officers; (2) administering our stock plans and other incentive compensation plans; (3) periodically reviewing and recommending to the Board any changes to our incentive compensation and equity-based plans; (4) delegating authority to directors or executive officers to grant equity awards to eligible employees; (5) appointing, compensating, retaining, evaluating and overseeing outside compensation consultants, experts and other advisors; (6) reviewing trends in executive compensation; and (7) reviewing talent management and succession planning for senior executives, including internal succession candidates for the chief executive officer.

Independence:

Each member of the Compensation Committee meets the compensation committee independence requirements of NASDAQ and the rules under the Exchange Act, meets thenon-employee director requirements of Rule16b-3 under the Exchange Act, and meets the outside director requirements under Section 162(m) of the Internal Revenue Code (“IRC”).

Executive Committee

Chair: Timothy A. Crown

Other Members of the Committee: Anthony A. Ibargüen, Kenneth T. Lamneck

Meetings Held in 2017: None

Primary Responsibilities:

Our Executive Committee meets, at the request of the Chair, to exercise the powers and authority of the Board during intervals between meetings of the Board. The Executive Committee shall not exercise: (1) powers delegated to other committees of the Board; and (2) powers that may not be delegated to a committee under Delaware General Corporation law, including amending the Bylaws or approving a merger of the Company.

Our Board of Directors oversees the Company’s strategy. On an annual basis, the Board reviews and approves the Company’s strategic plan and is involved in the Company’s strategic planning process throughout its development. In 2017, the Board oversaw the engagement of an outside consultant that assisted management in evaluating the strengths and weaknesses of the Company, key trends in the industry, and opportunities for future growth of the Company. The Board was also involved in evaluating and prioritizing the strategies adopted by the Company as a result of this process.

Our Board of Directors oversees our Enterprise Risk Management Policy (“ERM Policy”), which is designed to drive the identification, analysis, discussion and reporting of risks to the enterprise. The ERM Policy encourages constructive dialog at the senior management and Board levels to proactively identify and manage enterprise risks. Under the ERM Policy, senior management develops a comprehensive report of enterprise risks by conducting regular assessments of the business and supporting functions, including assessments of strategic, operational, financial reporting and legal and compliance risks, and helps to ensure appropriate response strategies are in place.

Enterprise risks are considered in business decision making and as part of our overall business strategy. Our management team, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of the Company. Senior management provides regular updates to the full Board of Directors at least twice a year on matters covered by the ERM Policy, and reports to the full Board on any identified high priority enterprise risks.

We annually conduct an assessment of the risks associated with our compensation practices and policies. In 2017, we determined that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company. In conducting the assessment, we undertook a review of our compensation philosophies, our compensation governance structure and the design and oversight of our various compensation programs. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short-term and long-term incentives with compensation-based goals aligning with corporate goals. Centralized oversight helps ensure compensation programs align with the Company’s goals and compensation philosophies and, along with other factors, operate to mitigate against the risk that such programs would encourage excessive risk-taking.

We have adopted a code of ethics and business practices, which is applicable to all of our teammates and our directors. A copy of this code is available on our website athttp://investor.insight.com/corporate-governance. If we make any substantive amendments to the code of ethics and business practices or grant any waiver from a provision of the code to our chief executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form8-K.

Our Policy on Insider Trading, which applies to all teammates, Board members and consultants, includes policies on hedging, short sales and pledging of our securities. Our policy prohibits hedging transactions involving Company securities and it also prohibits short sales or other speculative transactions involving our securities. In addition, it prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan except in limited circumstances withpre-approval from our Compliance Officer, whichpre-approval will only be granted when such person clearly demonstrates the financial capacity to repay the loan without resort to any pledged securities.

Stockholders who would like to communicate with the Board of Directors or its committees may do so by writing to them via the Company’s Corporate Secretary by mail at Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283. Correspondence may be addressed to the collective Board of Directors or to any of its individual members or committees at the election of the sender. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.

The members of the Compensation Committee during 2017 were Ms. Pushor (Chair) and Messrs. Allen, Dorrance, Fisher, Jones (until his retirement on May 15, 2017) and Rishi and Ms. Courage. No member of the Compensation Committee was at any time during 2017 or at any other time an officer or employee of Insight, and no member had any relationship with Insight requiring disclosure. No executive officer of Insight has served on the board of directors 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 2017.

We have a written policy regarding the approval and/or ratification of related party transactions. The policy is administered by our Audit Committee and applies to any transaction or series of transactions in which the Company is a participant, the amount involved exceeds or is expected to exceed $120,000 in any calendar year and any related person has a direct or indirect interest. For purposes of the policy, “related persons” consist of the Company’s directors or executive officers, any stockholder beneficially owning more than 5% of the Company’s common stock or immediate family members of any such persons.

Under the policy, the Audit Committee will review all applicable related party transactions for approval, ratification or other action unless the transaction falls within the following categories ofpre-approved transactions:

employment of an executive officer if compensation is otherwise subject to disclosure requirements or approved by the Compensation Committee;

director compensation subject to disclosure requirements;

in the ordinary course of business, sales to or purchases from another company where a related party is employed or a director if the aggregate amount involved does not exceed the greater of $1 million or 2% of the other company’s total annual revenues (for sales) or $50,000 (for purchases);

any charitable contribution, grant or endowment where the related party is employed or a director if the aggregate amount involved does not exceed the lesser of $10,000 or 2% of the charitable organization’s annual receipts;

any transaction where the related party’s interest arises solely from the ownership of common stock and all holders of common stock received the same benefit on a pro rata basis;

any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

any transaction with a related party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

We generally believe these transactions are not significant to investors because they comply with the Company’s standard policies and procedures or are otherwise subject to review. Any related party transaction requiring individual review will only be approved if the Audit Committee determines that such transaction will not impair the involved person’s service to, and exercise of judgment on behalf of, the Company, or otherwise create a conflict of interest that would be detrimental to the Company.

We also require that each executive officer, director and director nominee complete an annual questionnaire and report all transactions with us in which such persons (or their immediate family members) had or will have a direct or indirect material interest (except for directors’ fees). Management reviews responses to the questionnaires and, if any such transactions are disclosed, they are reviewed by the Audit Committee. The types of transactions that have been reviewed in the past typically include the purchase from, and sale of products and services to, companies for which our directors serve as executive officers or directors, including purchases of marketing services for our use and products for resale to clients and the sale of products, software and services.

No related person had any direct or indirect material interest in any transaction with us required to be disclosed during 2017 or since the commencement of the 2018 fiscal year, except as disclosed below.

One of our directors, Mr. Dorrance, serves on the board of directors of, and holds an equity interest in excess of 10% in, Campbell Soup Company. During 2017, in the ordinary course of business, certain subsidiaries of Campbell Soup Company purchased products and services from the Company in the aggregate amount of approximately $192,000. In accordance with the related party transaction approval policy adopted by our Board of Directors, these transactions were consideredpre-approved transactions and therefore did not require any separate approval, ratification or other action by the Audit Committee.

The Company does not maintain a stockholder rights plan (commonly referred to as a poison pill).

Upon completion of the Annual Meeting, our Board will consist of nine directors. As a result of our phasing out the Company’s classified board structure, all nine directors will be elected for one year terms at the Annual Meeting.

The terms of our nine director nominees identified below expire on the date of the Annual Meeting, subject to the election and qualification of their successors. Upon the recommendation of the Nominating and Governance Committee, the Board has nominated the nine directors for election to new terms expiring at the 2019 Annual Meeting of Stockholders, subject to the election and qualification of their successors.

The Board of Directors is responsible for nominating individuals for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Nominating and Governance Committee is responsible for identifying and screening potential candidates and recommending qualified candidates to the Board for nomination. Third-party search firms may be and have been retained to identify individuals that meet the criteria of the Nominating and Governance Committee. For example, Ms. Courage, Mr. Rishi and Ms. Breard were each recommended by a third-party search firm prior to their nomination and election by the Board as a director.

The Nominating and Governance Committee will consider director candidates recommended by stockholders in the same manner in which it evaluates candidates it identified, if such recommendations are properly submitted to the Company. Stockholders wishing to recommend nominees for election to the Board should submit their recommendations in writing to our Corporate Secretary by mail at Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283. See “Other Business – Stockholder Proposals and Director Nominations for the 2019 Annual Meeting” for additional information.

In selecting director candidates, the Nominating and Governance Committee and the Board of Directors consider the qualifications and skills of the candidates individually and the composition of the Board as a whole. Under our Corporate Governance Guidelines, the Nominating and Governance Committee and the Board review the following for each candidate, among other qualifications deemed appropriate, when considering the suitability of candidates for nomination as director:

Principal employment, occupation or association involving an active leadership role

Qualifications, attributes, skills and/or experience relevant to the Company’s business

Ability to bring diversity to the Board, including a mix of career experience and viewpoints

Other time commitments, including the number of other boards on which the potential candidate may serve

Independence and absence of conflicts of interest as determined by the Board’s standards and policies, the listing standards of NASDAQ and other applicable laws, regulations and rules

Financial literacy and expertise

Personal qualities, including strength of character, maturity of thought process and judgment, values and ability to work collegially

Each of the nine director nominees listed below is currently a director of the Company. Each also has been determined by the Board to be independent, other than our President and Chief Executive Officer, Kenneth T. Lamneck.

The following biographies describe the business experience of each director nominee. Following the biographical information for each director nominee, we have listed the specific experience and qualifications of that nominee that strengthen the Board’s collective qualifications, skills and experience.

If elected, each of the director nominees is expected to serve for a term expiring at the Annual Meeting of Stockholders in 2019, subject to the election and qualification of his or her successor. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS.

Mr. Lamneck was appointed President and Chief Executive Officer and a director of Insight effective January 1, 2010. From 2004 through 2009, Mr. Lamneck served as President, the Americas, at Tech Data Corporation, a wholesale distributor of technology products, where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Mr. Lamneck is a member of the board of directors of Benchmark Electronics, Inc., a publicly-held company that provides integrated manufacturing, design and engineering services to original equipment manufacturers of computers and related products.

Mr. Lamneck’s knowledge of our business, based on over 20 years of industry experience and his extensive management experience, make him a valuable contributor to the Board. In addition, as our President and Chief Executive Officer, the Board believes it is appropriate for him to be a member of our Board.

Mr. Crown has been a director since 1994 and assumed the position of Chair of the Board in November 2004. Mr. Crown has been anon-employee director since 2004. Mr. Crown, aco-founder of the Company, stepped down from the position of President and Chief Executive Officer in November 2004, positions he had held since January 2000 and October 2003, respectively. Mr. Crown is also an officer and director of various private companies, including companies in which he has made investments.

The Board believes Mr. Crown’s experience as aco-founder of the Company gives him a unique perspective on the Company’s opportunities, operations and challenges, and on the industry in which we operate. Mr. Crown’s experience inco-founding over 20 companies in the public, private andnot-for-profit sectors also brings to our Board a focus on innovation and managing growth in rapidly changing environments.

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.

Mr. Armstrong was appointed a director in March 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. Since 2015, Mr. Armstrong has served as an Operating Partner at Khosla Ventures, a venture capital firm, working with enterprise technology portfolio companies. Prior to that, 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.

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, bring industry expertise and governance experience to our Board.

Linda Breard

Independent Director

Age 48

Director of Insight Since: 2018

Committees: Audit and Compensation

Other Public Company Directorships: Potlatch Corporation

Ms. Breard was appointed a director in February 2018 and is one of the Audit Committee’s designated financial experts. Ms. Breard is a certified public accountant and currently serves on the Board of Directors for Potlatch Corporation, a forest products company, where she is Chair of the audit committee. From February 2017 to July 2017, she served as the Executive Vice President and Chief Financial Officer of Kaiser Foundation Health Plan of Washington, which provides health insurance and medical care. Prior to that, from February 2016 to January 2017, Ms. Breard was the Executive Vice President and Chief Financial Officer of Group Health Cooperative, a health maintenance organization. From 2006 to 2016, she held various positions including Senior Vice President and Chief Financial Officer of Quantum Corporation, a leading data storage company. Prior to that, from 1998 to 2006, she served in a variety of roles for Advanced Digital Information Corporation, a publicly-traded technology company, last serving as Vice President, Global Accounting and Finance, and worked six years in public accounting before that.

The Board believes that Ms. Breard’s extensive background in finance, business operations and accounting, along with her audit committee service on the board of another public company, brings financial expertise and governance experience to our Board.

Ms. Courage was appointed a director in January 2016. Since October 2016, Ms. Courage has served as Vice President of Experience for Ads and Commerce at Google, a technology company specializing in Internet-related services and products. Prior to joining Google, Ms. Courage was Senior Vice President, Customer Experience for DocuSign, Inc., a digital transaction management cloud software company, from June 2015 to September 2016. Prior to that, she served as Senior Vice President, Customer Experience at Citrix from March 2009 to May 2015. Before that, she spent 9 years in similar roles with Salesforce.com and Oracle. 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, are an asset to our Board, as we engage with our clients in the evolving digitally-driven marketplace.

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. He was appointed President of AquaVenture Holdings LLC in June of 2014, and serves on its Board of Directors. AquaVenture is a multinational provider of clean drinking and process water solutions. Mr. Ibargüen has also served as the Chief Executive Officer of Quench USA, Inc., since 2010. On January 1, 2018, Mr. Ibargüen was elected to serve on the Board of Directors of the Federal Reserve Bank of Philadelphia, where he is a member of the executive and audit committees. From 2004 to 2008, Mr. Ibargüen was President and Chief Executive Officer of Alliance Consulting Group, a privately-held IT consulting firm. From 2003 through 2007, he served on the Board of Directors ofC-COR Inc., a publicly-held network solutions provider to the cable industry. From 1996 to 2000, Mr. Ibargüen was President, Chief Operating Officer and served on the Board of Directors 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.

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.

Mr. Rishi was appointed a director in December 2017. Mr. Rishi is Chief Executive Officer of JDA Software, Inc., a provider of supply chain management software and consulting services. Mr. Rishi joined JDA in January 2017 from Tyco International, a security system company, where he was responsible for the firm’s global retail solutions business and North America building automation business from May 2015 to December 2016. He was a member of the Board of Directors of Digi International, Inc., a provider ofmachine-to-machine connectivity products and services, from June 2013 to January 2018. Previously, from October 2014 to May 2015, Mr. Rishi served as Senior Vice President, Enterprise at Zebra Technologies, which provides data capture and identification solutions. Prior to joining Zebra, he was Senior Vice President, Enterprise Solutions for Motorola Solutions, Inc., a leading provider of communications solutions that help businesses operate more efficiently. Prior to that, he served in a variety of roles for Motorola Solutions from 2005 to 2013, including Corporate Vice President, Enterprise Mobile Computing. From 2003 to 2004, Mr. Rishi was Senior Vice President, Marketing and Strategy at

Matrics, Inc., a radio frequency identification company. From 1995 to 2003, he held positions of increasing responsibility at Symbol Technologies, a manufacturer and supplier of mobile data capture and delivery equipment, where he eventually led the Europe, Middle East and Africa region.

The Board believes that Mr. Rishi’s industry experience and knowledge, as wells as his leadership experience as a Chief Executive Officer and prior experience as a public company board member, brings valuable perspective to our Board.

The table below sets forth the elements of our 2017 and 2018 annual compensation program for ournon-employee directors. The Board did not make any changes to the amounts of annual compensation payable to ournon-employee directors for 2018. Kenneth T. Lamneck, our President and Chief Executive Officer, does not receive compensation for his Board service.

All retainers are paid quarterly in advance and, if applicable, are prorated based upon Board or chair service during the calendar year.

The annual restricted stock unit (“RSU”) grant vests ratably over three years on the anniversary of the grant date and entitles the director to receive shares of our common stock upon vesting. In the year of appointment to the Board, a director receives a prorated portion of the annual RSU grant value based upon the number of days between appointment and the vesting date of the most recent annual grant to incumbent directors, which prorated award vests over three years on the anniversary of the grant date. RSU awards tonon-employee directors fully vest upon retirement, subject to certain conditions.

The Board believes that, to more closely align the interests of ournon-employee directors with the interests of the Company’s other stockholders, eachnon-employee director should maintain a minimum level of ownership in the Company’s common stock. The Compensation Committee is responsible for periodically reviewing the stock ownership guidelines fornon-employee directors and making recommendations to the Board as to any changes.

Pursuant to our guidelines, eachnon-employee director must hold shares of the Company’s common stock equal to at least three times the amount of the annual retainer.

The table below sets forth information concerning compensation of the Company’snon-employee directors in 2017.

The cost of certain perquisites and other personal benefits are not included because in the aggregate they did not exceed, in the case of anynon-employee director, $10,000.

The following table shows information regarding the beneficial ownership of our common stock by:

each member of our Board of Directors, each director nominee and each of our named executive officers;

all members of our Board and our executive officers as a group; and

each person or group who is known by us to own beneficially more than 5% of our common stock.

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock ~~can~~subject to options currently exercisable or exercisable within 60 days of March 15, 2018 and shares of restricted stock that vest within 60 days of March 15, 2018 are deemed to be ~~voted at~~outstanding and beneficially owned by the ~~annual meeting only if~~person and any group of which that person is a member, but are not deemed outstanding for the ~~holder is present~~purpose of computing the percentage of beneficial ownership for any other person. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in ~~person or by valid proxy. A copy~~the table below have sole voting and investment power with respect to all shares of our ~~annual report~~common stock shown as beneficially owned by them.

Except as otherwise indicated, all stockholdings are as of March 15, 2018 and the percentage of beneficial ownership is based on ~~Form 10-K~~36,068,742 shares of common stock outstanding as of March 15, 2018.

Unless otherwise indicated, the address for each holder listed below is ~~enclosed.~~c/o Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283.

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 MICHAEL 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.

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 5, 2016.



~~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~~January 19, 2018 with the ~~instructions in~~SEC by BlackRock, Inc. As of December 31, 2017, 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 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~~ 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 toSchedule 13G indicates 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 discretionaryBlackRock, Inc. had sole voting power with respect to 5,100,676 shares and sole dispositive power with respect to 5,209,461 shares. The address of BlackRock, Inc. is 55 East 52^nd Street, New York, NY 10055.


		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?~~	(5)	~~With respect to Proposal No. 1 (Election~~Share data based on information in a Schedule 13G filed on February 6, 2018 with the SEC by Standard Life Aberdeen plc. As of ~~Directors), each of~~December 29, 2017, the ~~five nominees for director will be elected upon the affirmative vote of the majority of votes cast~~Schedule 13G indicates that Standard Life Aberdeen plc had shared voting power and shared dispositive power with respect to 2,137,725 shares. The address of Standard Life Aberdeen plc is 30 Lothian Road, Edinburgh, United Kingdom EH1 2DH.



		Broker non-votes shall not be treated as votes cast and will have no effect on Proposal No. 2, Proposal No. 3 and Proposal No. 4. Abstentions will have the same effect as a vote cast against Proposal No. 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 Okapi Partners LLP to assist us in the distribution and solicitation of proxies. We estimate that we will pay Okapi Partners LLP approximately $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, 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, 2015 is enclosed. Company stockholders who share an address may receive only one copy of this proxy statement and the 2015 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 2015 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 2015 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, 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.~~age 72.

~~INFORMATION CONCERNING DIRECTORS AND~~ Section 16(a) Beneficial Ownership Reporting Compliance

Our directors, executive officers, and owners of more than 10% of our common stock must file reports with the SEC under Section 16(a) of the Exchange Act regarding their ownership of and transactions in our common stock and securities related to our common stock. Based upon a review of these reports and inquiries we have made, we believe that all reports required to be filed by our directors, executive officers and holders of more than 10% of our common stock pursuant to Section 16(a) of the Exchange Act during 2017 were filed on a timely basis.

~~Our Board currently consists~~The following biographies describe the business experience of ~~ten persons. At~~each of the ~~2015 annual meeting of stockholders, our stockholders approved~~Company’s executive officers, except for Kenneth T. Lamneck, President and Chief Executive Officer, who is discussed under the heading “2018 Nominees for Election to 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.

~~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, andMs. Bryan joined Insight in December 2007 as our Chief Financial Officer. Prior to joining Insight, Ms. Bryan 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 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 Logistics in Oakland, California and in various finance roles at Ryder System, Inc., including Chief Financial 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.

~~The names~~ of ~~our executive officers~~Ryder’s largest business unit, Ryder Transportation Services. Ms. Bryan is a member of the board of directors and ~~information about them are set forth below.~~the audit committee of Pentair, Ltd., a diversified industrial manufacturing company. In January 2018, she was appointed to the Economic Advisory Council for the Federal Reserve Bank of San Francisco.

Mr. Cowley joined Insight in June 2016 as our Senior Vice President and General Counsel. Prior to joining Insight, Mr. Cowley served as General Counsel and Vice President, Business Development of Prestige Brands Holdings, Inc., a company that markets and distributesover-the-counter healthcare products, from February 2012 to June 2016. He previously served as Executive Vice President, Business Development and General Counsel of Matrixx Initiatives, Inc. and Executive Vice President and General Counsel of Swift Transportation Co., Inc. Prior to that, he practiced law in the business and finance groups with the law firms of Snell & Wilmer and Reid & Priest.

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.

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.

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 services for a number of the company’s global business segments.

Ms. Johnson joined Insight in October 2007 as Senior Vice President, Treasurer and on January 1, 2013, assumed the role of Chief Financial Officer of our North America operating segment. In her current role, Ms. Johnson is responsible for all finance functions in our North America business. She is also responsible for corporate financial planning and analysis and investor relations activities of the Company. Prior to joining Insight, Ms. Johnson served from 2000 to 2007 at eFunds Corporation, a publicly-held technology solutions provider to the financial institutions market, most recently as Senior Vice President, Treasurer and Investor Relations.

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.~~

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 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, 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 directlyPricewaterhouseCoopers LLP, having served most recently as Director, Assurance Services. Ms. Leighty is a Certified Public Accountant.

PROPOSAL 2 –Advisory Vote to ~~the Chair of the Audit Committee. In addition, the Audit Committee reviews and discusses with the Chief~~Approve Named 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 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 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.

Stockholders ~~wishing~~have an opportunity 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.

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.

•

~~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;

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.

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 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.~~

To be elected, a director nominee must receive the affirmative vote of the majority of votes cast, meaning that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Abstentions and broker non-votes will have no effect on Proposal No. 1.

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 significant executive compensation actions that occurred after the end of 2015, the award of bonuses related to 2015 performance, and the adoption of our 2016 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.

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 our stockholders. We believe our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s purpose, strategy and core 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:

~~permits us to attract and retain highly-qualified executives,~~

~~encourages extraordinary effort on behalf of the Company and~~

~~rewards the achievement of specific financial and strategic goals by the Company and the individual executive.~~

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.

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 the President of Insight EMEA and the Chief Information Officer, whose positions were re-evaluated for 2015) and 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 2014 (other than the 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 continued 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 common stock at the time of grant in 2015 compared to 2014. The Compensation Committee considered the targeted financial objectives for 2015 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.

~~Although weakness in major global currencies against the U.S. dollar dampened our reported results all year, highlights of the Company’s financial results included:~~

Global revenue growth of approximately 1% compared to 2014, up 6% on a constant currency basis, including U.S. revenue growth of approximately 8%, which exceeded our target for this performance measure in 2015, and EMEA revenue growth of approximately 2% on a constant currency basis.

~~An increase in U.S. hardware market share of 55 basis points as we outperformed the market in hardware sales according to third-party data, exceeding our target for this performance measure in 2015.~~

Expansion of our solutions capabilities in North America that grew services sales and gross profit, including the acquisition of BlueMetal Architects, Inc., an interactive design and technology architecture firm, in the fourth quarter of 2015, resulting in services gross profit growth in the United States that exceeded our target for this performance measure in 2015.

However, with our investments in sales and technical resources globally to support future revenue growth, we fell short of internal expectations with respect to the earnings from operations performance measures adopted for 2015.

In accordance with the Compensation Committee’s pay-for-performance philosophy, and as explained in greater detail below, cash incentive compensation paid out in 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 2015 compared to 2014. Moreover, the Company’s performance under the 2015 equity-based incentive plan met the target range for return on invested capital (“ROIC”) and target performance-based restricted stock units (“RSUs”) were earned at the 100% level by each 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:

•

~~Stock ownership guidelines~~ ~~for our executive officers based on the recommendation of the Compensation Committee’s independent compensation consultant;~~

~~We hold~~ an advisory ~~“say-on-pay”~~ vote ~~on an annual basis. At our 2015 annual meeting of stockholders, we held a non-binding advisory stockholder vote on~~to approve the compensation of our named executive officers, ~~commonly~~as disclosed in this proxy statement, pursuant to Section 14A of the Exchange Act (commonly referred to as a ~~say-on-pay vote. Our~~“say-on-pay” vote). Accordingly, we are asking stockholders to approve, on anon-binding basis, the following advisory resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Although the vote isnon-binding, we value feedback from our stockholders on compensation and other important matters, and we expect to hold this vote on an annual basis for the foreseeable future. The Board of Directors and the Compensation Committee will consider the voting results when making future compensation decisions. At our 2017 Annual Meeting of Stockholders, approximately 94% of the votes cast by our stockholders approved the compensation of our named executive officers ~~with approximately 97% of shares voted~~as disclosed in the 2017 proxy statement.

As selected by stockholders on the resolution (exclusive of broker non-votes) being in favor of the resolution. As we evaluated our executive compensation practices since that vote, we were mindful of the consistently strong support our stockholders ~~have expressed for~~at the 2017 Annual Meeting of Stockholders (commonly referred to as a“say-on-frequency” vote) and approved by our ~~pay-for-performance compensation philosophy. Nonetheless,~~Board, thesay-on-pay vote is held annually. The nextsay-on-frequency vote will occur in 2023.

In deciding how to vote on this proposal, we encourage you to review the Compensation ~~Committee undertakes an annual review~~Discussion and Analysis and 2017 Executive Compensation sections of this proxy statement for a detailed description of our executive compensation ~~philosophy~~program. As described in the Compensation Discussion and Analysis, the Compensation Committee has designed our ~~general approach to executive~~ compensation ~~and continually refines the executive compensation programs to align them~~program with the ~~Company’s strategic goals and to emphasize pay-for-performance.~~

~~The purpose~~objective 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 2015, our named executive officers were:

~~Kenneth T. Lamneck, President and Chief Executive Officer;~~

~~Glynis A. Bryan, Chief Financial Officer;~~

~~Steven W. Dodenhoff, President, Insight United States;~~

~~Wolfgang Ebermann, President, Insight EMEA; and~~

~~Michael P. Guggemos, Chief Information Officer.~~

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

~~is competitive in the marketplace;~~

~~permits us to attract and retain highly-qualified executives;~~

~~encourages extraordinary effort on behalf of the Company;~~

~~rewards the~~rewarding achievement of specific financial, strategic and tactical goals by the Company and ~~the~~ individual ~~executive~~executives that ~~aligns~~align the interests of management with the interests of our ~~stockholders;~~stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and

~~is financially sound.~~

On Analysis (our “CD&A”) provides an ~~annual basis, the Compensation Committee develops a thorough~~overview of our executive compensation program ~~that is mindful of stockholder interests~~for 2017 and ~~expectations while at the same time is fair and motivating to~~ our ~~executives.~~

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 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 2013, Compensia provided a competitive analysis of the compensation of the Company’s most senior executives, including the Company’sphilosophies and objectives.

Our named executive officers ~~and did so again in late 2015. The Compensation Committee plans to obtain such analyses at least every other year. Compensia advised the Compensation Committee on a wide range~~consist of ~~issues, including competitive market data at the time of hire~~our President and at the time of promotions for specific positions. Compensia’s 2013 study, which was used to set 2015 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 where the other groups might not provide adequate comparisons. The comparison groups were approved by the Compensation Committee based upon management’s and the Compensation Committee’s review of competitors and relevant industry comparisons, and on the advice of Compensia.

First, a small group of companies that we consider to be our competitors, particularly with respect to competition for talent, customers or suppliers (the “Technology Distribution Peer Companies”). The Technology Distribution Peer Companies, which comparison group was used to assess compensation levels for the Chief Executive Officer, ~~and Chief Financial Officer, includes publicly-traded technology distribution companies;~~

Second, a group of companies in the broader distribution business with comparable business and financial characteristics (the “Broad Industry Peer Group”). The Broad Industry Peer Group, which comparison group was used to assess compensation levels for the Chief Executive Officer,our Chief Financial Officer, and our three other most highly compensated executive officers (collectively, the “Named Executive Officers”). For 2017, our Named Executive Officers were:


Name		Title
Kenneth T. Lamneck		President and Chief Executive Officer
Glynis A. Bryan		Chief Financial Officer
Steven W. Dodenhoff		President, Insight United States
Wolfgang Ebermann		President, Insight EMEA
Michael P. Guggemos		Chief Information Officer

This CD&A is divided into three sections:


Overview		• 2017 Business Highlights • Our Executive Compensation Program • Our Executive Compensation Practices • 2017Say-on-Pay Vote
What We Pay and Why		• 2017 Executive Compensation Decisions • Base Salary • Annual Cash Incentive Awards • Long-Term Equity-Based Incentive Program • Other Elements of Our 2017 Executive Compensation Program
How We Make Executive Compensation Decisions		• Role of the Board, Compensation Committee and our Executive Officers • Guidance from the Compensation Committee’s Independent Compensation Consultant • Comparison Peer Groups • Alignment of Senior Management Team to Drive Performance

OVERVIEW

2017 Business Highlights

Net sales growth of $1.2 billion, or 22%, to $6.7 billion

Gross profit growth of 24%, with gross margin increasing approximately 20 basis points

Non-GAAP Adjusted EFO growth of 24%

Non-GAAP Adjusted diluted EPS growth of 29%, to $3.24

Non-GAAP Adjusted ROIC of 10.33%

See Appendix A for a reconciliation of eachnon-GAAP Adjusted financial measure to the most directly comparable GAAP measure

From a strategic standpoint, Insight continued to expand its market leading capabilities for delivering global IT solutions for complex business problems through:

the acquisition of Datalink, a leading provider of IT services and enterprise data center solutions based in Eden Prairie, Minnesota with operations throughout the United States, ~~includes publicly-traded companies from~~on January 6, 2017 and completion of the ~~technology, technology distribution~~IT systems and ~~broader distribution industries (e.g., food distribution, healthcare distribution, etc.);~~back office integration activities bymid-year; and

the acquisition of Caase.com, a Dutch cloud service provider, in the third quarter of 2017, which further enhanced our technical capabilities around Office 365 and Azure in the EMEA region.

We also continued to make additional strategic investments for the future to develop capabilities to serve our clients’ needs.

~~Third, a broad database~~

Our Executive Compensation Program

Our executive compensation program is designed to ~~provide a reference point where~~align the ~~other groups might not provide adequate comparisons (the “Broad Market Database”).~~interests of our executive officers with those of our stockholders and implement our executive compensation philosophies and objectives. The ~~Broad Market Database was used to assess compensation levels for all~~table below outlines the principal elements of the Company’s most senior executives, including the Company’s named executive officers, and includes publicly-traded companies from a group of cross-industry companies (excluding companies from financial, insurance and energy industries).

~~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 2015. Additionally, Compensia advised the Compensation Committee regarding executive compensation programs and provided advice on trends in compensation.~~

Compensia’s 2013 study measured the competitiveness of the Company’s compensation relative to the Technology Distribution Peer Companies and the Broad Industry Peer Group. The companies included in the Technology Distribution Peer Companies comparison group in the 2013 Compensia analysis were as follows:program:


Pay Element
	~~Anixter International, Inc.~~	~~PCM, Inc.~~
	~~CDW Corporation~~ Salary	~~ScanSource, Inc.~~ Annual Cash Incentive Awards
Performance Based RSUs	~~PC Connection, Inc.~~ Time Based RSUs
Who Receives	~~SYNNEX Corp.~~ All Named Executive Officers
When Granted	Annually
Form of Delivery	Cash		Equity
Type of Performance	Short-term emphasis (fixed)	Short-term emphasis (variable)	Long-term emphasis (variable)	Long-term emphasis (fixed)
Performance Period	1 year	1 year	1 year with earned shares vesting over 3 years	Vesting over 4 years
How Payout Determined	Compensation Committee determination	Based upon formula established by Compensation Committee	Based upon formula established by Compensation Committee	Compensation Committee determination
Performance Measures	Individual	Non-GAAP Adjusted EFO, gross profit growth, services gross profit growth, hardware market share expansion	Non-GAAP Adjusted ROIC	Service requirements

The ~~companies included in~~following charts illustrate the ~~Technology Distribution Peer Companies comparison group in~~pay for performance design of our 2017 executive compensation program. For 2017, approximately 82% of the ~~2013 study are all publicly-traded companies with revenues~~target total direct compensation of ~~less than $11 billion. The median revenue~~our President and Chief Executive Officer was variable and/orat-risk and approximately 68% of ~~this comparison group~~the target total direct compensation of our other Named Executive Officers was ~~$4.5 billion, and the median market cap was $1.8 billion.~~variable and/orat-risk:

Our Executive Compensation Practices

The ~~companies included in~~Compensation Committee reviews the ~~Broad Industry Peer Group comparison group in~~Company’s executive compensation program, on an ongoing basis, to evaluate whether it is aligned with stockholder interests and supports the ~~2013 Compensia analysis were as follows:~~Company’s executive compensation philosophies and objectives. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:



Our Executive Compensation Practices
✓	~~The Andersons, Inc.~~		~~Sanmina-SCI Corporation~~	Significant percentage of target total direct compensation delivered in the form of variable compensation, which is“at-risk” and tied to performance
	~~Anixter International, Inc.~~	~~ScanSource, Inc.~~
	~~Applied Industrial Technologies, Inc.~~	~~SunEdison~~
	~~CDW Corporation~~	~~SYNNEX Corp.~~
	~~Core-Mark Holding Company, Inc.~~	~~United Natural Foods, Inc.~~
	~~Diebold, Incorporated~~	~~United Stationers Inc.~~⁽²⁾
	~~ManTech International Corporation~~	~~Watsco, Inc.~~
	~~Nash-Finch Company~~⁽¹⁾	~~WESCO International, Inc.~~
	~~Owens & Minor, Inc.~~
✓	Long-term performance objectives aligned with the creation of stockholder value

✓	Compensation Committee consists of independent directors only

✓	Annual review of our compensation-related risk profile

✓	Market comparison of executive compensation against relevant peer group information

✓	Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no services to the Company

✓	Robust stock ownership guidelines

✓	Clawback policy

✓	We do not provide excessive executive perquisites

✓	We do not provide excessive severance benefits

✓	We do not offer taxgross-ups, except for one legacy arrangement granted years ago

✓	We do not allow repricing of underwater stock options under our long-term incentive plan without stockholder approval

✓	We do not allow hedging or short sales of our securities, and we do not allow pledging of our securities except in limited circumstances withpre-approval

2017Say-on-Pay Vote

⁽¹⁾	~~Became SpartanNash after merger in November 2013.~~

⁽²⁾	~~Changed its name in 2015 to Essendant, Inc.~~

~~The companies included~~

As noted above, in its compensation review process, the ~~Broad Industry Peer Group in~~Compensation Committee considers whether the ~~2013 study are all publicly-traded companies~~Company’s executive compensation program is aligned with ~~revenues from $2.0 billion to $10.7 billion. The median revenue~~the interests of ~~this comparison group was $5.7 billion, and~~ the ~~median market cap was $2.0 billion.~~

~~For~~Company’s stockholders. In that respect, as part of its review of the ~~Broad Market Database,~~Company’s executive compensation program, the ~~2013 Compensia study utilized data from~~Compensation Committee considered the ~~Towers Watson Top Management Compensation Survey,~~approval by approximately 94% of the ~~Equilar May 2013 Executive Compensation Survey and~~votes cast for the Radford July 2013 Executive Compensation 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.

Company’ssay-on-pay proposal at our 2017 Annual Meeting of Stockholders. The Compensation Committee ~~used~~determined that the ~~2015 Compensia study~~Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in ~~addition~~response to ~~other relevant sources of information, such as existing pay~~the 2017say-on-pay vote.

WHAT WE PAY AND WHY

2017 Executive Compensation Decisions

Consistent with ourpay-for-performance philosophy and executive compensation program objectives described below, in determining the 2017 adjustments to executive compensation levels and ~~other publicly available information about trends in executive~~the mix of compensation ~~in setting compensation~~elements for ~~executives for 2016. Additionally, Compensia advised~~each Named Executive Officer, 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, 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 decided.

~~Compensation Programs Design~~

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

~~base salary and benefits;~~

~~short-term cash incentive compensation; and~~

~~long-term equity-based incentive compensation.~~

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.

~~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 2015, the Compensation Committee worked with its compensation advisor, Compensia, and relied on the 2013 Compensia market study. In setting 2016 executive compensation, the Compensation Committee reviewed the competitive market data utilized in the 2015 Compensia market study. Based on the individual performance of the executives and the Compensation Committee’s evaluation of current market data, 2016 base salaries for our President and Chief Executive Officer (in making recommendations regarding Named Executive Officer compensation other than his own) considered each Named Executive

Officer’s prior performance, Company performance, the ~~President~~compensation levels paid to similarly situated executive officers at the Company, the competitive median of the market data to provide a perspective on external practices, and input from Compensia, Inc., the Compensation Committee’s independent compensation consultant (the “Compensation Consultant”).

Base Salary

The Compensation Committee generally sets base salaries for executives, including our ~~United States operations~~Named Executive Officers, at competitive levels for executives in similar positions commensurate with their skills, experience, qualifications and marketability. Consistent with our compensation philosophies and objectives, a significant portion of each Named Executive Officer’s annual target cash compensation is at risk (see “Annual Cash Incentive Awards” below), to provide a strong connection between pay and performance. Accordingly, in 2017, Mr. Lamneck’s annual target cash compensation was weighted as 21% base salary and 31% annual cash incentive target. The 2017 and 2018 base salaries for Mr. Lamneck are discussed below under “Chief Executive Officer Compensation.” Base salaries for 2017 were increased for all Named Executive Officers by approximately 2.5% compared to 2016. For 2018, Mr. Ebermann’s base salary remained unchanged from 2017, Ms. Bryan’s base salary was increased approximately 4.6%, based on the ~~President~~evaluation of ~~our EMEA operating segment~~market data provided by the Compensation Consultant, and base salaries for the other Named Executive Officers were ~~each~~ increased by approximately ~~10% compared to 2015.~~ 2.5%.

The ~~Compensation Committee approved 2016 salaries~~table below sets forth the 2017 and 2018 base salary level for ~~named executive officers as follows (with comparable 2015 salaries presented):~~each of our Named Executive Officers:

~~Kenneth T. Lamneck, President and Chief Executive Officer – $800,000 ($726,901 – 2015);~~

~~Glynis A. Bryan, Chief Financial Officer – $466,140 ($454,771 – 2015);~~

~~Steven W. Dodenhoff, President, Insight United States – $488,625 ($444,204 – 2015);~~


Named Executive Officer	2017 Base Salary	2018 Base Salary
Kenneth T. Lamneck	$820,000	$870,000
Glynis A. Bryan	$477,794	$500,000
Steven W. Dodenhoff	$500,841	$513,362
Wolfgang Ebermann	$604,910⁽¹⁾	$616,156⁽¹⁾
Michael P. Guggemos	$408,964	$419,188

•(1)

~~Wolfgang Ebermann, President, Insight EMEA – $584,924~~¹ ~~($527,930~~¹ ~~– 2015); and~~

~~Michael P. Guggemos, Chief Information Officer – $398,989 ($389,258 – 2015).~~

While Mr. Ebermann’s base salary is shown in U.S. dollars for presentation in this proxy statement, ~~but~~ Mr. Ebermann is paid in Euros. ~~Approved 2016~~Mr. Ebermann’s approved 2018 salary is ~~€522,720, a 10% increase~~€535,788, which is unchanged from his ~~2015 salary of €475,200.~~2017 base salary. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Mr. Ebermann’s ~~2015~~2017 salary was computed by multiplying the average exchange rate for the quarters ended March 31, June 30, September 30, and December 31, 2017, respectively, by the compensation earned during the quarter. Mr. Ebermann’s approved ~~2016~~2018 salary assumes an exchange rate of ~~$1.119~~$1.15 per Euro.

~~Short-Term~~Annual Cash Incentive ~~Compensation~~Awards

~~The Compensation Committee views~~

We provide our senior management with short-term incentive compensation through our annual cash incentive program, the 2017 cash incentive plan. Short-term compensation ~~as a means of closely tying~~under the 2017 cash incentive plan represents a significant portion of ~~the~~each Named Executive Officer’s target total ~~potential annual~~ cash compensation ~~for executives to~~opportunity in a given year. As discussed in more detail below, payouts under 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 followed since 2010, for 2015 and 2016, the~~2017 cash incentive plan ~~was designed~~result from the attainment of various performance goals that are specific to ~~reward performance based exclusively on defined financial objectives~~each of the ~~Company. All Section 16 officers, including our named executive officers, have an annual~~Named Executive Officer’s geographic responsibilities.

2017 Cash Incentive Plan Pay for Performance Alignment

The 2017 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 2013 Compensia market study to set 2015 cash incentive targets and the 2015 Compensia market study to set 2016 cash incentive targets, which studies showed that the Company’s cash incentive compensation is competitive based on its comparison group analysis.

~~2015 Cash Incentive Plan~~

For 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 2015 cash incentive~~ plan ~~(the “2015 Plan”)~~ provided incentive award opportunities for ~~select employees,~~certain management level teammates, including our executive officers. The ~~2015 Plan was adopted pursuant~~Compensation Committee undertook a rigorous review and analysis to establish annual performance goals under the ~~Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the “2007 Omnibus Plan”). Under~~2017 cash incentive plan. For 2017, the ~~2015 Plan, defined financial~~Compensation Committee established the following goals under the 2017 cash incentive plan:

growth in global gross profit, EFO, and services gross profit, as well as growth in the Company’s hardware market share in the U.S. for our President and Chief Executive Officer, Chief Financial Officer and Chief Information Officer; and

similar growth and profitability objectives tailored as appropriate for the Presidents of the U.S. and EMEA regions, respectively.

The Compensation Committee chose this combination of performance goals because together they emphasize growth across the business and emphasize improving the Company’s profitability, which the Compensation Committee believes are important drivers of stockholder ~~value, were established~~value.

The percentages of the total cash incentive award payout opportunities for the respective goals for each of the ~~Company’s named executive officers, and the percentages of total cash incentive compensation to be tied to each of the specified financial objectives~~Named Executive Officers 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 %


Named Executive Officer	EFO	Services GP Growth	GP Growth	Hardware Market Share Growth
Kenneth T. Lamneck, President and Chief Executive Officer	50% (IEI)	25% (IEI)	12.5% (IEI)	12.5% (U.S.)
Glynis A. Bryan, Chief Financial Officer	50% (IEI)	25% (IEI)	12.5% (IEI)	12.5% (U.S.)
Steve W. Dodenhoff, President, Insight United States	50% (U.S.)	25% (U.S.)	12.5% (U.S.)	12.5% (U.S.)
Wolfgang Ebermann, President, Insight EMEA	50% (EMEA)	25% (EMEA)	25% (EMEA)	-
Michael P. Guggemos, Chief Information Officer	50% (IEI)	25% (IEI)	12.5% (IEI)	12.5% (U.S.)

For purposes of ~~the 2015 Plan:~~our 2017 cash incentive plan:

Insight Enterprises, Inc. and subsidiaries (“IEI”) ~~earnings from operations (“EFO”)~~EFO was calculated on a consolidatednon-GAAP Adjusted basis, withnon-GAAP Adjusted IEI EFO being defined as the Company’s actual ~~2015~~2017 consolidated earnings from operations, excluding certain items, specified and approved in advance by the Compensation Committee, that were not considered to be part of ongoing business (the “EFO exclusions”). “U.S. EFO” was calculated on anon-GAAP Adjusted basis, withnon-GAAP Adjusted U.S. EFO being defined as the actual ~~2015~~2017 earnings from operations from the Company’s U.S. operations, excluding the relevant EFO exclusions. “EMEA EFO” was calculated on anon-GAAP Adjusted basis, withnon-GAAP Adjusted EMEA EFO being defined as the actual ~~2015~~2017 earnings from operations from the Company’s EMEA operating segment, excluding the relevant EFO ~~exclusions.~~exclusions, on a constant currency basis.

“IEI ~~Global Revenue~~Services GP Growth” was based on the change in the Company’s actual ~~2015~~2017 consolidated ~~net sales~~services gross profit compared to ~~2014.~~2016. “U.S. ~~Revenue~~Services GP Growth” was based on the change in actual ~~2015 net sales~~2017 services gross profit from the Company’s U.S. operations compared to ~~2014.~~2016. “EMEA ~~Revenue~~Services GP Growth” was based on the change in actual ~~2015 net sales~~2017 services gross profit from the Company’s EMEA operating segment compared to ~~2014,~~2016, on a constant currency basis.

“IEI Global Gross Profit (“GP”) Growth” was based on the change in the Company’s actual 2017 consolidated gross profit compared to 2016. “U.S. Gross Profit Growth” was based on the change in actual 2017 gross profit from the Company’s U.S. operations compared to 2016. “EMEA Gross Profit Growth” was based on the change in actual 2017 gross profit from the Company’s EMEA operating segment compared to 2016, on a constant currency basis.

“U.S. Hardware Market Share Growth” was based on growth in market share from ~~2014~~2016 to ~~2015~~2017 utilizing data for U.S. hardware sales as provided by the NPD Group, Inc. (“NPD”), a third-party market research company that provides market share information on the commercial purchasing of IT products sold through a group of national corporate resellers and direct marketers in the United States who have agreed to share their data with NPD. This data iswas adjusted by management, as agreed to by the Compensation Committee at the time the targets were set, to maintain a consistent percentage of the Company’s U.S. hardware sales compared to total hardware sales reported by NPD.

“IEI Services Gross Profit (“GP”) Growth” was based on the change in the Company’s actual 2015 consolidated services gross profit compared to 2014. “U.S. Services GP Growth” was based on the change in actual 2015 services gross profit from the Company’s U.S. operations compared to 2014. “EMEA Services GP Growth” was based on the change in the actual 2015 services gross profit from the Company’s EMEA operating segment compared to 2014, on a constant currency basis.

The ~~2015 Plan~~2017 cash incentive plan required that the Company, or the relevant portion 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~~amount 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~~a Named Executive Officer 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 ~~2015.~~2017. Where actual results fell between specified performance levels, payments were calculated based on linear interpolation.

For the ~~2015~~2017 consolidated IEI EFO, U.S. EFO and EMEA EFO performance measures set forth above, the threshold to receive any cash incentive was 80% of the respective budgeted EFO amount, which would result in a payout of 50% of ~~targeted~~the target cash incentive ~~compensation for~~award opportunity allocated to that measure. Below 80% attainment, no payout would be received by the executive. The maximum each executive could earn of 200% of target would result from attainment at 120% of the respective budgeted EFO amount.

The budgeted target, actual financial attainment and payout levels related to EFO performance measures for the ~~2015 Plan~~2017 cash incentive plan were as follows:


Financial Objective	Target	Actual		% Payout
IEI EFO ~~(non-GAAP)~~(non-GAAP Adjusted)	$~~140.2~~176.6 million	$194.7 million		151.3%
U.S. EFO(non-GAAP Adjusted)	$132.6 million		~~86.6~~	%
~~U.S. EFO (non-GAAP)~~	$~~101.7~~145.1 million	~~$98.4 million~~			~~91.8~~	% 147.2%
EMEA EFO ~~(non-GAAP)~~(non-GAAP Adjusted, in constant currency)	~~$19.8~~ $23.2 million	~~$19.6 million~~		$23.4 million	~~98.1~~	% 105.2%

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:~~


~~Financial Objective~~	~~Target~~	~~Actual~~	~~% Payout~~
~~IEI Global Revenue Growth~~	~~2.7% increase~~	~~1.1% increase~~		~~41.7~~	%
~~U.S. Revenue Growth~~	~~6.4% increase~~	~~8.2% increase~~		~~140.7~~	%
~~EMEA Revenue Growth~~	~~12.6% increase~~	~~1.6% increase~~		~~12.5~~	%

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:~~


~~Financial Objective~~	~~Target~~	~~Actual~~	~~% Payout~~
~~U.S. Hardware Market Share Growth~~	~~40 bps increase~~	~~55 bps increase~~		~~133.3~~	%

~~For the 2015~~2017 Services GP Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Services GP Growth of ~~2.5%~~29.8% compared to ~~2014,~~2016, U.S. Service GP Growth of ~~0.4%~~33.9% compared to ~~2014~~2016 and EMEA Services GP Growth of ~~9.3%~~2.2% compared to ~~2014,~~2016, which would result in a payout of 25% 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 Services GP Growth of ~~28.1%~~62.2% compared to ~~2014,~~2016, U.S. Services GP Growth of ~~25.5%~~67.3% compared to ~~2014~~2016 and EMEA Services GP Growth of ~~74.9%~~39.4% compared to ~~2014.~~2016.

The budgeted target, actual financial attainment and payout levels related to the Services GP Growth performance measures for the ~~2015 Plan~~2017 cash incentive plan were as follows:


Financial Objective	Target	Actual	% Payout
IEI Services GP Growth	~~16.5%~~ 47.5% increase	~~16.0%~~ 34.9% increase		~~98.9~~	% 75.7%
U.S. Services GP Growth	~~14.1%~~ 52.1% increase	~~18.4%~~ 31.3% increase		~~139.7~~	% -
EMEA Services GP Growth	~~45.7%~~ 16.2% increase	~~15.2%~~ 43.2% increase		~~37.1~~	% 200.0%

~~Based on~~For the ~~achievement levels~~2017 GP Growth performance measures set forth above, the ~~approved 2015 target and earned~~thresholds to receive any cash incentive ~~compensation~~were IEI Global GP Growth of 6.1% compared to 2016, U.S. GP Growth of 15.3% compared to 2016 and EMEA GP Growth of 1.1% compared to 2016, which would result in a payout of 25% of the target cash incentive award opportunity allocated to 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 GP Growth of 24.2% compared to 2016, U.S. GP Growth of 35.0% compared to 2016 and EMEA GP Growth of 9.6% compared to 2016.

The budgeted target, actual financial attainment and payout levels related to the GP Growth performance measures for ~~each of our named executive officers~~the 2017 cash incentive plan were as follows:

~~Kenneth T. Lamneck, Chief~~


Financial Objective	Target	Actual	% Payout
IEI Global GP Growth	20.6% increase	23.6% increase	187.5%
U.S. GP Growth	31.0% increase	31.9% increase	133.3%
EMEA GP Growth	5.4% increase	4.3% increase	85.0%

For the 2017 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 2016, which would result in a payout of 25% of the target cash incentive award opportunity allocated to 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 70 basis point increase over 2016.

The budgeted target, actual financial attainment and payout levels related to the U.S. Hardware Market Share Growth performance measure for the 2017 cash incentive plan were as follows:

Financial Objective

Target

Actual

% Payout

U.S. Hardware Market Share Growth

33 bps increase

196 bps increase

200%

2017 Cash Incentive Plan Payouts

The table below sets forth the 2017 target annual cash incentive award opportunities and the actual payouts to each of our Named Executive ~~Officer – Target $726,901 (100% of base salary); Earned $654,938;~~

Officers based upon 2017 performance:

~~Glynis A. Bryan, Chief Financial Officer – Target $454,771 (100% of base salary); Earned $409,749;~~

~~Steven W. Dodenhoff, President, Insight United States – Target $333,153 (75% of base salary); Earned $421,105;~~


Named Executive Officer	Percentage of Base Salary at Target	Bonus Target	Payout
Kenneth T. Lamneck	150%	$1,230,000	$1,758,900
Glynis A. Bryan	100%	$477,794	$683,245
Steven W. Dodenhoff	75%	$375,631	$433,103
Wolfgang Ebermann	62%	$408,426⁽¹⁾	$506,040⁽¹⁾
Michael P. Guggemos	50%	$204,482	$292,409

•(1)

~~Wolfgang Ebermann, President, Insight EMEA – Target $324,970~~¹~~(62% of base salary); Earned $199,857~~¹~~; and~~

~~Michael P. Guggemos, Chief Information Officer – Target $194,629 (50% of base salary); Earned $175,361.~~

While Mr. Ebermann’s ~~2015~~2017 target and earned cash incentive compensation is shown in U.S. dollars for presentation in this proxy statement, ~~but~~ Mr. Ebermann is paid in Euros. The target was ~~€294,624.~~€332,189. His earned cash incentive compensation was ~~€181,194.~~€411,582. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Mr. Ebermann’s ~~2015~~2017 earned cash incentive compensation was determined by multiplying the Euros paid by the exchange rate applicable on the date paid. Consistent with the presentation in the Grants of Plan-Based Awards table in this proxy statement, Mr. Ebermann’s ~~2015~~2017 target cash incentive compensation was determined by multiplying the Euro amount by the exchange rate applicable on the actual date paid of ~~$1.103~~$1.2295 per Euro.

~~2016~~2018 Cash Incentive Plan

For ~~2016,~~2018, the Compensation Committee continued its emphasis on cash incentive compensation by ~~setting~~again providing an incentive plan for certain management level teammates, including our executive officers. Consistent with 2017, the 2018 target cash incentive ~~plans for executive officers so that~~compensation amounts are calculated as a ~~significant portion~~percentage of ~~total cash compensation will be awarded through cash incentives if performance targets~~base salary. The percentages are ~~met.~~consistent with those utilized in 2017.

The ~~2016~~2018 cash incentive plan ~~(the “2016 Plan”) provides incentive award opportunities for select employees, including named executive officers. The 2016 Plan was also adopted pursuant~~is similar in structure to the ~~2007 Omnibus Plan.~~2017 plan, except that the 2018 cash incentive plan replaces the gross profit growth targets with cloud gross profit growth targets. Under the ~~2016 Plan,~~2018 cash incentive plan, defined financial objectives were ~~again~~ established for ~~each of the Company’s current named executive officers,~~our Named Executive Officers, and the percentages of total cash incentive compensation to be tied to each of the specified financial objectives were quantified as follows:

Position
   IEI
EFO IEI
Services
GP
Growth IEI
Global
Revenue
Growth U.S.
Hardware
Market
Share
Growth U.S.
EFO U.S.
Services
GP
Growth U.S.
Revenue
Growth
President and Chief Executive Officer
   50 % 25 % 12.5 % 12.5 % —      —      —
Chief Financial Officer
   50 % 25 % 12.5 % 12.5 % —      —      —
President, Insight United States
   —      —      —      12.5 % 50 % 25 % 12.5 %
Chief Information Officer
   50 % 25 % 12.5 % 12.5 % —      —      —

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


Named Executive Officer	EFO	Services GP Growth	Cloud GP Growth	Hardware Market Share Growth
Kenneth T. Lamneck, President and Chief Executive Officer	50% (IEI)	25% (IEI)	12.5% (IEI)	12.5% (U.S.)
Glynis A. Bryan, Chief Financial Officer	50% (IEI)	25% (IEI)	12.5% (IEI)	12.5% (U.S.)
Steve W. Dodenhoff, President, Insight United States	50% (U.S.)	25% (U.S.)	12.5% (U.S.)	12.5% (U.S.)
Wolfgang Ebermann, President, Insight EMEA	50% (EMEA)	25% (EMEA)	25% (EMEA)	-
Michael P. Guggemos, Chief Information Officer	50% (IEI)	25% (IEI)	12.5% (IEI)	12.5% (U.S.)

The following considerations were reflected in our ~~2016 Plan:~~2018 cash incentive plan:

The ~~2016 Plan~~2018 cash incentive plan again includes performance measures for IEI, U.S. and EMEA EFO, ~~as well as IEI Global Revenue Growth, U.S. Revenue Growth and EMEA Revenue Growth,~~ in each case calculated consistent with ~~2015~~2017 (as discussed above).

Reflecting the continued focus of the Company on the strategic objective of driving growth in the higher margin services business, the 2018 cash incentive plan again incorporates a performance measure for growth in Services GP for all Named Executive Officers, with IEI Services GP Growth, U.S. Services GP Growth and EMEA Services GP Growth, calculated consistent with 2017 (as discussed above).

Reflecting the continued focus of the Company on emerging technology trends and the Company’s strategic objective of accelerating business performance with the cloud, for 2018 the Compensation Committee replaced the performance measure based on Total GP Growth, utilized in 2017, with a performance measure based on Cloud Gross Profit Growth. “IEI Total Global Cloud GP Growth” will be based on the change in the Company’s actual 2018 consolidated gross profit from cloud sales compared to 2017. “U.S. Cloud GP Growth” will be based on the change in actual 2018 gross profit from cloud sales from the Company’s U.S. operations compared to 2017. “EMEA Cloud GP Growth” will be based on the change in actual 2018 gross profit from cloud sales from the Company’s EMEA operating segment compared to 2017, on a constant currency basis.

Reflecting the continued focus of the Company on the strategic objective of growing our core business and improving profitability, the ~~2016 Plan~~2018 cash incentive plan again incorporates the performance measure of U.S. Hardware Market Share Growth, calculated consistent with ~~2015~~2017 (as discussed above), for all of our ~~current named executive officers~~Named Executive Officers (other than the President of Insight EMEA).

The Compensation Committee decreased the percentage of total cash incentive compensation tied to IEI Global Revenue Growth and U.S. Revenue Growth as well as to U.S. Hardware Market Share Growth compared to 2015. These decreases were offset by increases in the percentage of total cash incentive compensation for IEI and U.S. EFO financial objectives, in recognition of the Company’s need to capitalize on recent investments in sales and related personnel.

~~The performance measures included in the plan for EMEA Revenue Growth and EFO remained at the same percentage of total cash incentive compensation as in 2015.~~

Reflecting the continued focus of the Company on the strategic objectives of building scalable services business and developing and growing our global Cloud business, the 2016 Plan again incorporates a performance measure for growth in Services GP for all named executive officers, with IEI Services GP Growth, U.S. Services GP Growth and EMEA Services GP Growth, calculated consistent with 2015 (as discussed above), all being performance measures again and at the same percentages of total cash incentive compensation as in 2015.

The approved 2016 target cash incentive compensation amounts for each of our current named executive officers are set forth below. Consistent with 2015, the 2016 target cash incentive compensation amounts are calculated as a percentage of base salary. The percentages are consistent with those utilized in 2015 (other than for Mr. Lamneck, whose compensation was re-evaluated for 2016, as discussed below).

~~Kenneth T. Lamneck, President and Chief Executive Officer – Target 150% of 2016 base salary, or $1,200,000;~~

~~Glynis A. Bryan, Chief Financial Officer – Target 100% of 2016 base salary, or $466,140;~~

~~Steven W. Dodenhoff, President, Insight United States – Target 75% of 2016 base salary, or $366,469;~~

•

~~Wolfgang Ebermann, President, Insight EMEA – Target 62% of 2016 base salary, or $362,653~~¹~~; and~~

~~Michael P. Guggemos, Chief Information Officer – Target 50% of 2016 base salary, or $199,495.~~

¹	Mr. Ebermann’s 2016 target cash incentive compensation is shown in U.S. dollars for presentation in this proxy statement, but Mr. Ebermann is paid in Euros. The target is €324,086. Mr. Ebermann’s approved 2016 target cash incentive compensation assumes an exchange rate of $1.119 per Euro.

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 award opportunity levels above the “target” performance, up to the maximum level.

Long-Term Equity-Based Incentive ~~Compensation~~Program

Under our long-term equity-based incentive program, the Compensation Committee has the authority to award various forms of long-term incentive compensation grants, including stock options, RSUs and performance-based awards. The Compensation ~~Committee views~~Committee’s objectives for the 2017 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~~incentive awards were to:

~~enhance the link among Company~~

Focus executives on key performance ~~the creation of~~metrics aligned with long-term stockholder value creation and the Company’s long-term ~~incentive compensation;~~strategic plan

~~facilitate~~

Establish a direct link between compensation and the achievement of longer-term financial objectives

Facilitate increased equity ownership by ~~executives;~~our executives

~~encourage executive retention~~

Retain the services of our executives through ~~use of multiple-year~~multi-year vesting ~~periods; and~~requirements

~~provide competitive levels of total~~For 2017, the annual long-term stock-based incentive compensation ~~to executive officers if expected levels of performance are achieved.~~

~~Long-term equity-based incentives are currently issued~~opportunities for our Named Executive Officers were granted in the form of service and performance-based RSUs. Consistent with the practice followed since 2009, the Compensation Committee decided that the Company’s executive officers would receive 60% of their equity-based incentive awards in performance-based RSUs and ~~40% in~~ service-based ~~RSUs. To encourage continued employment~~RSUs, with the following key features to drive Company ~~service-based awards vest over a four-year vesting schedule.~~ performance and align with stockholder interests:


Performance-Based RSUs	•	60% of target long-term incentive opportunity
Performance-Based RSUs	•	2017 performance period with0-200% payout curve (threshold payout of 25%)
	•	Vest ratably over three years on the anniversary of the grant date based upon attainment ofnon-GAAP Adjusted ROIC performance goals, calculated as described below
Service-Based RSUs	•	40% of target long-term incentive opportunity
	•	Value based on stock price at vesting
	•	Vest ratably over four years

Performance-based RSUs are earned only if ~~predetermined~~pre-established annual financial performance goals are ~~achieved and~~achieved. Earned RSUs are then subject to a three-year vesting ~~period. One of the Compensation Committee’s goals in granting 40% of the award in the form of~~requirement. To encourage retention, service-based ~~RSUs~~RSU awards vest over a four-year vesting ~~over four years is to enhance retention, whereas the other 60% of the award is performance-based, which the Compensation Committee believes aligns the interests of management and the stockholders.~~period. To encourage overachievement of performance targets, significant upside potential exists related to the number of performance-based 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~~thepre-established threshold for the year, no performance-based RSUs are earned. ~~All grants of equity-based compensation are currently made under the 2007 Omnibus Plan.~~ The Compensation Committee believes that the 60/40 ~~split of~~weighting between performance-based and service-based RSUs has demonstrated its value ~~in paying for performance and promoting retention.~~

to stockholders over many years.

~~In order to~~To link our long-term equity-based incentive compensation to annual performance and to continue to align the interests of our management and stockholders, the Compensation Committee ~~initiates~~makes annual grants of equity-based ~~incentive compensation~~ awards to our 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 President and Chief Executive Officer may ~~make~~grant discretionary and/or new hire RSU ~~grants~~awards throughout the year to individuals other thannon-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,~~2017 and 2018, the Compensation Committee determined the target value of the equity-based ~~incentive compensation~~awards for our executive officers by considering comparison group data in the ~~2013 Compensia~~2015 and 2017 market ~~study, and~~analysis, respectively, prepared by the Compensation ~~Committee used the 2015 Compensia study in its determinations for 2016 target equity-based incentive compensation.~~Consultant. 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~~awards granted to each executive, is competitive with market practice, and the 60/40 ~~split of~~weighting between performance-based and service-based RSUs continues to reward our 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~~Mr. Lamneck for 2017 and 2018 are discussed below under “Chief Executive Officer Compensation.” For 2018, the approved dollar value of ~~our current named executive officers are~~target equity-based incentive compensation amounts for Ms. Bryan and Mr. Dodenhoff were increased based on the evaluation of market data provided by the Compensation Consultant, for Mr. Guggemos the target remained the same, and for Mr. Ebermann the target was revised to exclude theone-time increase that was included in his target for 2017, as set forth below.

~~Kenneth T. Lamneck, President and Chief Executive Officer – $1,900,000 for 2015 and 2016;~~


Named Executive Officer	2017 Target	2018 Target
Kenneth T. Lamneck	$1,900,000	$2,400,000
Glynis A. Bryan	$710,000	$800,000
Steven W. Dodenhoff	$600,000	$700,000
Wolfgang Ebermann	$580,000	$550,000
Michael P. Guggemos	$375,000	$375,000

~~Glynis A. Bryan, Chief Financial Officer – $646,875 for 2015 and $710,000 for 2016;~~

~~Steven W. Dodenhoff, President, Insight United States – $550,000 for 2015 and $600,000 for 2016;~~

~~Wolfgang Ebermann, President, Insight EMEA – $500,000 for 2015 and $550,000 for 2016; and~~

~~Michael P. Guggemos, Chief Information Officer – $375,000 for 2015 and 2016.~~

~~2015~~2017 Equity-Based Incentive Plan Payouts

The ~~2015~~2017 RSU awards ~~for~~granted to our executive officers ~~which were 40% service-based and 60% performance-based,~~ were approved on February ~~11, 2015.~~7, 2017. The service-based RSUs vest in four equal annual installments beginning on February 20, ~~2016.~~2018. The performance-based ~~grants,~~RSUs, to the extent earned, vest in three equal annual installments beginning on February 20, ~~2016, and~~2018, with the number of RSUs earned ~~was~~ dependent on the Company’s actual ROIC for the fiscal year ended December 31, ~~2015,~~2017, on a consolidatednon-GAAP Adjusted basis, withnon-GAAP Adjusted ROIC being defined as ~~2015~~2017 IEI EFO (as discussed above), tax effected at an assumed tax rate of 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, ~~2015.~~2017. The averages were computed using the five most recentquarter-end balances (December 31, ~~2014~~2016 through December 31, ~~2015)~~2017) 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 thenon-cash goodwill impairment charge that was taken in 2008). Thenon-GAAP Adjusted 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 ~~2015.~~2017. For the ~~2015~~ 2017non-GAAP Adjusted ROIC performance measure, ~~set forth above,~~ the threshold performance required to ~~receive~~earn any ~~performance-based~~ RSUs wasnon-GAAP Adjusted ROIC of 8.67%, which would result in 25% of performance-based RSUs being ~~issued to~~earned by the ~~executive.~~executive officer. Below 8.67%, no performance-based RSUs would be earned by the executive. The maximum each executive officer could earn of 200% of target would result from achievement ofnon-GAAP Adjusted ROIC above 12.62%.

The following table sets forth the number of service-based and performance-based awards ~~made~~granted to our ~~named executive officers~~Named Executive Officers under the ~~2015~~2017 equity-based incentive plan:

      Performance-Based RSU Awards
Named Executive Officer
   Service-Based
RSUs
Awarded
(#)    Target
Number of
Performance-
Based
RSUs
(1)    2015
Actual
Non-GAAP
ROIC Award
Level Performance-
Based
RSUs
Awarded
(#)
Kenneth T. Lamneck,

President and Chief Executive Officer
   29,119       43,678       9.75 % 100 % 43,678
Glynis A. Bryan,

Chief Financial Officer
   9,914       14,871       9.75 % 100 % 14,871
Steven W. Dodenhoff,

President, Insight United States
   8,429       12,644       9.75 % 100 % 12,644
Wolfgang Ebermann,

President, Insight EMEA
   7,663       11,495       9.75 % 100 % 11,495
Michael P. Guggemos,

Chief Information Officer
   5,747       8,621       9.75 % 100 % 8,621


		Performance-Based RSU Awards
Named Executive Officer	Service- Based RSUs Awarded (#)	Target Number of Performance- Based RSUs (1)	2017 Actual Non-GAAP Adjusted ROIC	Award Level	Performance- Based RSUs Awarded (#)
Kenneth T. Lamneck, President and Chief Executive Officer	17,086	25,630	10.33%	112.5%	28,834
Glynis A. Bryan, Chief Financial Officer	6,385	9,578	10.33%	112.5%	10,775
Steven W. Dodenhoff, President, Insight United States	5,396	8,094	10.33%	112.5%	9,105
Wolfgang Ebermann, President, Insight EMEA	5,216	7,824	10.33%	112.5%	8,802
Michael P. Guggemos, Chief Information Officer	3,372	5,059	10.33%	112.5%	5,692

(1)	Target was based on the Company achieving itsnon-GAAP Adjusted ROIC target range for ~~2015~~2017 of 9.75%— - 10.10%.

~~2016~~2018 Equity-Based Incentive Plan

The ~~2016~~2018 RSU awards for executive officers, which are also 40% service-based and 60% performance-based, were approved on February ~~10, 2016.~~8, 2018. The service-based RSUs will vest in four equal annual installments beginning on February 20, ~~2017.~~2019. The performance-based grants will, if earned, vest in three equal annual installments beginning on February 20, ~~2017,~~2019, 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, ~~2016,~~2018, on a consolidatednon-GAAP Adjusted basis, withnon-GAAP Adjusted ROIC and Invested Capital being defined consistent with ~~2015~~2017 (as discussed above)., except that the computation of Invested Capital no longer includes the assumption that acquisition goodwill was not impaired and continued to be present in all periods. We made the change to be consistent with the computation methodology used by financial analysts that evaluate the Company. For the 2018 computations, average equity will be reduced for thenon-cash goodwill impairment charge that was taken in 2008. For the performance-based 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 ~~87%~~92% of its ~~2016~~2018non-GAAP Adjusted ROIC target range, no RSUs will be issued or if the Company achieves greater than ~~127%~~109% of its ~~2016~~2018non-GAAP Adjusted ROIC target range, 200% of the target number of RSUs will be issued. Thenon-GAAP Adjusted 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 ~~2016.~~2018.

In determining the amount of equity-based incentive compensation for ~~2016,~~2018, 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 ~~2015 Compensia~~Compensation Consultant’s 2017 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 ~~2016~~2018 budget and the recommendations of ~~Compensia,~~the Compensation Consultant, the Compensation Committee awarded service-based and performance-based RSUs, granted on February 20, ~~2016,~~2018, equivalent to the approved dollar value and the 60/40 split noted above to each of our ~~current named executive officers.~~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 performance-based short-term and long-term incentive compensation (cash and equity, respectively).

~~In setting the Chief Executive Officer’s compensation for 2015,~~As noted above, the Compensation Committee approved a 2.5% increase in the 2017 base ~~salaries~~salary for ~~2015 for most of the Company’s executive officers,~~all Named Executive Officers, including Mr. Lamneck, raising his base salary to ~~$726,901 for 2015. As noted above, executive officer~~$820,000. Mr. Lamneck’s target annual cash incentive ~~compensation~~award opportunity is reflected as a percentage of base salary, ~~(100% in Mr. Lamneck’s case for 2015)~~which remained consistent at 150%, resulting in Mr. Lamneck’s 2017 target annual cash incentive award also increasing approximately 2.5% to ~~$726,901 in 2015.~~$1,230,000. Also as noted above, the approved dollar value of 2017 target equity-based compensation awards approved by the Compensation Committee for ~~2015 reflect no increases~~Mr. Lamneck did not change from ~~2014.~~2016. As a result, Mr. Lamneck’s target total ~~target~~ direct compensation opportunity for ~~2015~~2017 was ~~$3,353,802~~$3,950,000 (compared to ~~$3,318,344~~$3,900,000 in ~~2014); however,~~2016). Mr. Lamneck’s actual annual direct compensation earned for ~~2015~~2017 was ~~97.9%~~114.8% of the total target, or ~~$3,281,841~~$4,478,908 (valuing his equity-based compensation at the grant date fair ~~value)~~value, assuming target attainment).

Pursuant to SEC rules, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of the Chief Executive Officer for 2017. We calculated the total compensation for both using the same methodology. The 2017 annual total compensation for the Chief Executive Officer and our median employee were $4,498,318 and $65,752, respectively. The ratio of annual total compensation for our Chief Executive Officer to that of our median employee was 68 to 1. In determining the median employee, we referred to our worldwide payroll rosters of employees on December 31, 2017, which included information on base wages, bonuses, and commissions. The payroll rosters totaled to 6,632 employees, consisting of 4,398 U.S. employees and 2,234non-U.S. employees. In accordance with the “de minimis” exemption adjustment permitted under SEC rules, employees from the following countries, comprising less than 5% of the total population of employees, were excluded from the population based on management’s judgment: Austria (20 employees), Belgium (28 employees), Italy (55 employees), the Netherlands (160 employees), and Switzerland (10 employees). ~~As noted above,~~After giving effect to such exemption, the total number of employees consisted of 4,398 U.S. employees and 1,961non-U.S. employees. Foreign compensation was converted to U.S. dollars at the average exchange rate over the 12 month period. Compensation amounts for employees newly hired during 2017 were annualized.

In setting the Chief Executive Officer’s compensation for 2018, based on Mr. Lamneck’s outstanding performance and ~~its~~the Compensation Committee’s evaluation of the market data provided by the Compensation Consultant, the Compensation Committee approved an ~~approximate 10%~~ increase of approximately 6% in Mr. Lamneck’s base salary for ~~2016, raising~~2018, increasing (i) his base salary to ~~$800,000 for 2016~~$870,000 and (ii) his target annual cash incentive ~~compensation, reflected as a percentage~~award opportunity to $1,305,000 (150% of base ~~salary, was increased to 150%, or $1,200,000 for 2016.~~salary). Also as noted above, the dollar value of target equity-based compensation awards approved by the Compensation Committee for ~~2016~~2018 for Mr. Lamneck ~~again~~ reflected noan increase from ~~2015.~~2017 of $500,000 to $2,400,000. As a result, Mr. Lamneck’s target total ~~target~~ direct compensation opportunity for ~~2016~~2018 is ~~$3,900,000~~$4,575,000 (compared to ~~$3,353,802~~$3,950,000 in ~~2015)~~2017).

Other Elements of Our 2017 Executive Compensation ~~Policies~~Program

Severance Arrangements and Change in Control ~~Plans~~Provisions

Severance and change in control ~~plans~~provisions 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 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.~~Provisions.”

Other Benefits ~~and Perquisites~~

Our ~~named executive officers~~Named Executive Officers participate in benefit plans generally available to all of our teammates, including medical, health, life insurance and disability plans. Our ~~named executive officers~~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. Ebermann participates in statutory health insurance and pension plans available to other teammates in Germany. Mr. Ebermann also receives an automobile allowance and enhanced Company-paid insurance benefits in case of death or disability, which are benefits generally available to executives in 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, and 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~~Named Executive Officers in the United States. The costs of perquisites and other personal benefits provided to our ~~named executive officers~~Named Executive Officers during ~~2015~~2017 are included in the Summary Compensation Table in this proxy statement and identified in the footnotes thereto.

Clawback Policy

The Compensation Committee adopted an incentive compensation recovery, or “clawback,” policy that permits the Company, under certain objective circumstances, to recover incentive compensation paid on the basis of having met or exceeded financial performance goals. In the event of a material restatement of the Company’s financial statements, if a current or former executive officer engaged in intentional misconduct that caused or partially caused the need for the restatement, the Compensation Committee may, to the fullest extent called for by law, any applicable listing standard, or Company policy, require reimbursement of that portion of any cash bonus paid to, or RSUs earned by, such executive officer, which is in excess of what would have been paid or earned by such executive officer had the financial results been properly reported.

Stock Ownership Guidelines

The ~~Board, upon~~Compensation Committee believes that, in order to more closely align the ~~recommendation~~interests of our executive officers with the interests of the Company’s other stockholders, all executives should maintain a minimum level of equity interests in the Company’s common stock. The Compensation Committee has adopted stock ownership guidelines ~~that:~~

~~are designed to align the interests~~requiring ownership of ~~key executives, Board members and stockholders;~~

~~define which ownership interests will count towards the guidelines; and~~

~~provide a five-year transition period for each new executive and each new Board member to reach ownership guidelines.~~

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 annualthree times base salary ~~or retainer. For the~~for our President and Chief Executive Officer ~~three~~and one times ~~annual~~ base salary ~~is required. For all~~for our other ~~Executives, one times annual base salary is required. For Board members, three times the annual base retainer is required.~~executive officers. Failure to meet or to show sustained progress toward meeting the stock ownership guidelines may result in a reduction inof future long-term incentive grants and ~~also~~ may result in a requirement to retain some or all of the shares of common stock attained through Company grants of equity until the stock ownership guidelines are attained. As of December 31, 2017, all Named Executive Officers had attained their required ownership level.

~~Executive Compensation Recovery~~Hedging, Short Sales and Pledging Policies

~~We have an incentive compensation recovery, or “clawback,” policy that applies~~Our executive officers are prohibited from hedging and short sales transactions with respect to our securities. In addition, our executive ~~officers. Under this policy,~~officers are prohibited from pledging our securities except in ~~the event~~limited circumstances withpre-approval. As of ~~a material restatement~~December 31, 2017, none 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.

officers had pledged our securities. For a further description of these policies, please see “Corporate Governance — Hedging, Short Sales and Pledging Policies.”

Tax ~~and Accounting~~ Considerations

~~Deductibility of Executive Compensation~~

For our 2017 tax year, 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 “qualified performance-based ~~compensation~~compensation” if certain conditions are met. Base salary and service-based RSUs, by their nature, do not qualify as ~~performance-based~~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.

Legislation recently signed into law would, among other things, expand the number of individuals covered by Section 162(m) and would eliminate the exception for performance-based compensation. This change will likely result in an increase in disallowed tax deductions.

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,~~Also, although the recent tax law changes eliminate the tax benefits associated with performance based compensation programs, the Compensation Committee believes that apay-for-performance model incentivizes our executive officers to achieve objectives that are aligned to the creation of stockholder value, irrespective of tax deductibility.

HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS

The Compensation Committee believes that our executive compensation program should reward actions and behaviors that drive profitable growth and stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable,at-risk performance-based incentives that create a balanced focus on our short-term and long-term strategic and financial goals. The Compensation Committee’s objective has been to implement an executive compensation program that would drive above-market results and that is built upon our long-standing executive compensation philosophies and objectives, as outlined below, which we believe are key contributors to our success:


Profitable Growth and Stockholder Value Creation

✓	✓	✓
Attract and Retain Talent. Executive compensation should be market-competitive in order to attract and retain highly motivated talent with a performance- and service-driven mindset.	Pay for Performance. A significant percentage of an executive’s compensation should beat-risk and directly aligned with Company performance, with a balance between short-term and long-term incentives.	Align with Stockholder Interests. Executives’ interests should be aligned with stockholder interests through Insight equity ownership.

Role of the Board, Compensation Committee and our Executive Officers

The Compensation Committee is responsible for determining the annual cash compensation of our Chief Executive Officer and each of our other executive officers. In the case of the 2017 long-term equity-based incentives, the Compensation Committee was responsible for recommending to the Board for approval the targeted grant levels for each of our executive officers. Based on the recommendations of the Compensation Committee, the Board approved the 2017 long-term equity-based incentive awards. In setting or recommending, as applicable, the compensation of our President and Chief Executive Officer, the Compensation Committee takes into account the review of the President and Chief Executive Officer’s performance. In setting or recommending, as applicable, the compensation of our other executive officers, the Compensation Committee takes into account the Chief Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. The Compensation Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement.

Guidance from the Compensation Committee’s Independent Compensation Consultant

The Compensation Consultant provides executive compensation consulting services to the Compensation Committee. In 2015, the Compensation Consultant provided services relied on in connection with the review of 2016 and 2017 compensation adjustments, including a review of multiple comparison groups’ compensation data, awards under our long-term equity-based incentive program, the setting of performance goals in our variable incentive plans and a review of trends in executive compensation. In 2017, the Compensation Consultant provided services relied on in connection with the review of 2018 compensation adjustments, again including a review of multiple comparison groups’ compensation data, awards under our long-term equity-based incentive program, the setting of performance goals in our variable incentive plans and a review of trends in executive compensation. In 2016, the Compensation Consultant conducted a review of ournon-employee director compensation program andnon-employee director stock ownership guidelines. The Compensation Consultant is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in committee meetings. The Compensation Committee reviewed the independence of the Compensation Consultant under NASDAQ and SEC rules and concluded that the work of the Compensation Consultant has not raised any conflict of interest.

Comparison Peer Groups

To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for multiple peer groups of companies as well as a general industry survey. As described above, the Compensation Committee has retained the Compensation Consultant to advise the Compensation Committee on all matters related to executive compensation. During 2015, the Compensation Consultant provided a competitive analysis of the compensation of the Company’s most senior executives, including the Company’s Named Executive Officers. During 2017, the Compensation Consultant provided a similar competitive analysis related to 2018 compensation. In the future, the Compensation Committee plans to obtain such analyses at least every other year.

The Compensation Consultant has 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. The Compensation Consultant’s 2015 study, which was used to set 2016 and 2017 executive compensation levels, measured the competitiveness of the Company’s compensation relative to two groups of companies (the “comparison groups”) summarized below, plus a broader database where the other groups might not provide adequate comparisons. The comparison groups were approved by the Compensation Committee based upon management’s and the Compensation Committee’s review of competitors and relevant industry comparisons, and on the advice of the Compensation Consultant.

The primary characteristics of the comparison groups were:


Peer Group Characteristics
✓		First, a small group of companies that we consider to be our competitors, particularly with respect to competition for talent, customers or suppliers (the “Technology Distribution Peer Companies”). The Technology Distribution Peer Companies, which comparison group was used to assess compensation levels for the Chief Executive Officer and Chief Financial Officer, includes publicly-traded technology distribution companies.
✓		Second, a group of companies in the broader distribution business with comparable business and financial characteristics (the “Broad Industry Peer Group”). The Broad Industry Peer Group, which comparison group was used to assess compensation levels for the Chief Executive Officer, Chief Financial Officer and President, Insight United States, includes publicly-traded companies from the technology, technology distribution and broader distribution industries (e.g., food distribution, healthcare distribution, etc.).
✓		Third, a broad database to provide a reference point where the other groups might not provide adequate comparisons (the “Broad Market Database”). The Broad Market Database was used to assess compensation levels for all of the Company’s most senior executives, including the Company’s Named Executive Officers, and includes publicly-traded companies from a group of cross-industry companies (excluding companies from financial, insurance and energy industries).

While the Technology Distribution Peer Companies comparison group comprises companies that are competitors and are close comparisons in terms of sales and market capitalization, it is ~~important~~a relatively small group of companies. Moreover, the Broad Industry Peer Group and the Broad Market Database are not limited to ~~maximize the corporate tax deductibility of executive compensation. Therefore, to help maximize the deductibility of payments made beginning in 2008,~~companies that are competitors for talent, customers or suppliers. Accordingly, the Company sought and received stockholder approval of its 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 – Approvaldoes not necessarily consider these groups to be comparison groups for competitive purposes other than as an analysis of the ~~First Amendment~~compensation of the Company’s most senior executives.

The Compensation Committee used the Compensation Consultant’s 2015 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 and 2017. Additionally, the Compensation Consultant advised the Compensation Committee regarding executive compensation programs and provided advice on trends in compensation.

The Compensation Consultant’s 2015 study measured the competitiveness of the Company’s compensation relative to the ~~Amended Insight Enterprises, Inc. 2007 Omnibus Plan~~Technology Distribution Peer Companies and ~~Reapproval~~the Broad Industry Peer Group. The companies included in the Technology Distribution Peer Companies comparison group in the Compensation Consultant’s 2015 analysis were as follows:


Technology Distribution Peer Group
Anixter International, Inc.		PCM, Inc.
CDW Corporation		ScanSource, Inc.
PC Connection, Inc.⁽¹⁾		SYNNEX Corp.

⁽¹⁾	Changed its name to Connection.

The companies included in the Technology Distribution Peer Companies comparison group in the 2015 study are all 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 comparison group in the Compensation Consultant’s 2015 analysis were as follows:


Broad Industry Peer Group
The Andersons, Inc.		Rush Enterprises, Inc.
Anixter International, Inc.		Sanmina-SCI Corporation
Applied Industrial Technologies, Inc.		ScanSource, Inc.
CDW Corporation		SpartanNash
Core-Mark Holding Company, Inc.		SYNNEX Corp.
Diebold, Incorporated		United Natural Foods, Inc.
Essendant, Inc.		Watsco, Inc.
MRC Global Inc.		WESCO International, Inc.
Owens & Minor, Inc.

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

For the Broad Market Database, the Compensation Consultant’s 2015 study 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 the Compensation Consultant in preparing their analysis and included publicly-traded companies with revenues between $2 billion and $16 billion.

The Compensation Committee used the Compensation Consultant’s 2017 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 2018. Additionally, the Compensation Consultant advised the Compensation Committee regarding executive compensation programs generally and provided advice on trends in compensation. The Compensation Consultant’s 2017 study again measured the competitiveness of the ~~Material Terms~~Company’s compensation relative to two comparison groups summarized below.

The companies included in the Technology Distribution Peers comparison group in the Compensation Consultant’s 2017 study were the same six companies included in the 2015 study, except that Belden, Inc., ePlus and NCR Corporation were added in the 2017 study as they met the selection criteria relative to market cap, gross profit and revenue within the industry groups. All are publicly-traded companies with revenues less than $16 billion. The median revenue of this comparison group in 2017 was $3.6 billion and the ~~Plan~~median market cap was $2.7 billion.

The companies included in the Broad Industry Peer Group in the Compensation Consultant’s 2017 study were the same 17 companies included in the 2015 study, except that Belden Inc., BMC Stock Holdings, Connection, ePlus, GMS, Inc., NCR Corporation and PCM, Inc. were added in the 2017 study as they met the selection criteria relative to the market cap, gross profit and revenue within the defined industry groups.

The companies included in the Broad Industry Peer Group comparison group in the Compensation Consultant’s 2017 study are all publicly-traded companies with revenues from $1.4 billion to $15.6 billion. The median revenue of this comparison group was $4.6 billion and the median market cap was $1.7 billion.

The Compensation Consultant’s 2015 and 2017 studies provided the Compensation Committee with data for ~~Purposes of Section 162(m) of~~base salary, annual cash incentives, long-term equity-based incentive compensation and total compensation for the ~~Code.”~~

~~Accounting~~comparison groups. With respect to total target cash compensation for ~~Stock-Based~~2017 and 2018, which included base salaries and target cash incentive compensation, the Compensation

~~Stock-based~~ Consultant’s studies showed that, with variations from position to position, the Company was competitive. With respect to target long-term equity-based incentive compensation, ~~is measured based on~~ the Compensation Consultant’s studies generally indicated that the Company’s target long-term equity-based compensation for 2017 and 2018, which included the grant date fair value of the ~~award~~2017 and 2018 equity-based incentive compensation awards to the Company’s executives, also was competitive.

Alignment of Senior Management Team to Drive Performance

Our financial performance goals are designed to drive profitable growth and stockholder value creation by aligning members of senior management around common financial performance goals. To drive performance against these goals, when communicating the goals to the senior management team, the Company includes extensive communications on what members of senior management, together with their teams, can do to impact achievement of these goals. We believe this understanding of the ~~date of grant,~~link between individual/team performance and the ~~corresponding expense is recognized over~~achievement of 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 forCompany’s financial performance goals helps the entire ~~award. Compensation expense related~~organization focus on those actions that have the greatest potential 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).drive profitable growth and stockholder value creation.

COMPENSATION COMMITTEE REPORT

~~The~~Our Compensation Committee has reviewed and discussed the ~~above Compensation~~section entitled “Compensation Discussion and ~~Analysis~~Analysis” with ~~management, and, based on such~~our management. Based upon this review and ~~discussions,~~discussion, the Compensation Committee recommended to the Board of Directors that the ~~Compensation~~section entitled “Compensation Discussion and ~~Analysis~~Analysis” be included in ~~this~~the proxy ~~statement.~~statement and incorporated by reference in our Annual Report on Form10-K for the year ended December 31, 2017.

~~COMPENSATION COMMITTEE:~~Respectfully submitted by the Compensation Committee of the Board of Directors.


	Kathleen S. Pushor, Chair		~~Bennett Dorrance~~
	Richard E. Allen
~~Michael M. Fisher~~		Linda Breard
	Catherine Courage
~~Robertson C. Jones~~		Bennett Dorrance
	Michael M. Fisher
	Girish Rishi

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.

2017 EXECUTIVE COMPENSATION ~~COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~

The members of the Compensation Committee during 2015 were Ms. Pushor (Chair) and Messrs. Allen, Dorrance, Fisher and Jones. No member of the Compensation Committee was at any time during 2015 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 2015.

~~SUMMARY COMPENSATION TABLE~~2017 Summary Compensation Table

The following table ~~below sets forth~~provides information regarding the ~~total~~ compensation ~~for services rendered to us~~earned by our ~~principal executive officer, our principal financial officer~~Named Executive Officers for the fiscal years ended December 31, 2017, 2016 and ~~our three other most highly compensated executive officers. We refer to these persons as named executive officers.~~2015.

Name and Principal
Position
   Year    Salary ($)    Stock
Awards
($)(1)    Non-Equity
Incentive Plan
Compensation
($)(2)    All Other
Compensation
($)(3)    Total ($)
Kenneth T. Lamneck,
   2015       726,901       1,900,002       654,938       15,255       3,297,096
President and Chief Executive Officer
   2014       709,172       1,900,013       586,485       22,249       3,217,919
   2013       691,875       1,900,005       276,750       19,606       2,888,236
Glynis A. Bryan,
   2015       454,771       646,889       409,749       12,265       1,523,674
Chief Financial Officer
   2014       443,679       646,880       366,923       15,826       1,473,308
   2013       432,858       646,885       173,143       10,866       1,263,752
Steven W. Dodenhoff,
   2015       444,204       550,005       421,105       19,340       1,434,654
President, Insight United States
   2014       433,370       550,021       239,221       20,024       1,242,636
   2013       375,000       350,003       84,630       27,180       836,813
Wolfgang Ebermann, (4)
   2015       527,930       500,024       199,857       33,278       1,261,089
President, Insight EMEA
   2014       578,315       950,019       280,100       38,543       1,846,977
Michael P. Guggemos,
   2015       389,258       375,005       175,361       9,309       948,933
Chief Information Officer
   2014       355,374       375,007       132,252       9,463       872,096
   2013       346,706       375,005       62,407       9,446       793,564


Named Executive Officer	Year		Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)	Total ($)
Kenneth T. Lamneck, President and Chief Executive Officer		2017		820,000		1,900,008		1,758,900	19,410		4,498,318
		2016		800,000		1,900,012		1,354,800	15,890		4,070,702
		2015		726,901		1,900,002		654,938	15,255		3,297,096
Glynis A. Bryan, Chief Financial Officer		2017		477,794		710,034		683,245	14,914		1,885,987
		2016		466,140		710,012		526,272	12,414		1,714,838
		2015		454,771		646,889		409,749	12,265		1,523,674
Steven W. Dodenhoff, President, Insight United States		2017		500,841		600,035		433,103	18,275		1,552,254
		2016		488,625		600,004		369,767	21,637		1,480,033
		2015		444,204		550,005		421,105	19,340		1,434,654
Wolfgang Ebermann, President, Insight EMEA (4)		2017		604,910		580,019		506,040	29,374		1,720,343
		2016		578,726		550,016		342,481	32,825		1,504,048
		2015		527,930		500,024		199,857	33,278		1,261,089
Michael P. Guggemos, Chief Information Officer		2017		408,964		375,010		292,409	12,591		1,088,974
		2016		398,989		375,022		225,230	8,535		1,007,776
		2015		389,258		375,005		175,361	9,309		948,933

(1)

These amounts reflect the grant date fair value of the RSU awards granted to our ~~named executive officers.~~Named Executive Officers. For awards subject to performance conditions, the grant date fair value reported is at the target level, which was considered the probable outcome of the performance conditions, determined as of the grant date.

For 2017, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 17, 2017 (the last trading day immediately preceding the grant date since the grant date was not a trading day) of $44.48 per share multiplied by the target number of shares subject to the RSU awards. For the 60% of the 2017 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of shares subject to the RSU awards. For Mr. Lamneck, Ms. Bryan, Mr. Dodenhoff, Mr. Ebermann and Mr. Guggemos, the maximum value of RSUs (performance-based and service-based) assuming the maximum achievement at the highest level of performance was $3,040,030 $1,136,064, $960,056, $928,031 and $600,035, respectively. As discussed in the CD&A section of this proxy statement, the actual award level for performance-based RSUs for all Named Executive Officers for 2017 was 112.5% of the target number.

For 2016, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 19, 2016 (the last trading day immediately preceding the grant date since the grant date was not a trading day) of $25.86 per share multiplied by the target number of shares subject to the RSU awards. For the 60% of the 2016 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of shares subject to the RSU awards. For Mr. Lamneck, Ms. Bryan, Mr. Dodenhoff, Mr. Ebermann and Mr. Guggemos, the maximum value of RSUs (performance-based and service-based) assuming the maximum achievement at the highest level of performance was $3,040,024, $1,136,030, $960,001, $880,016 and $600,030, respectively. The actual award level for performance-based RSUs for all Named Executive Officers for 2016 was 137.5% of the target number.

For 2015, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 20, 2015 of $26.10 per share multiplied by the target number of RSU awards. For the 60% of the 2015 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. For Mr. Lamneck, Ms. Bryan, Mr. Dodenhoff, Mr. Ebermann and Mr. Guggemos, the maximum value of RSUs (performance- and service-based) assuming the maximum achievement at the highest level of performance was $3,039,998, $1,035,022, $880,014, $800,043 and $600,013, respectively. ~~As discussed in the CD&A section of this proxy statement, the actual award level for performance-based RSUs for all named executive officers for 2015 was 100% of the target number.~~

For 2014, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 20, 2014 of $23.15 multiplied by the target number of RSU awards. For the 60% of the 2014 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. For Mr. Lamneck, Ms. Bryan, Mr. Dodenhoff, Mr. Ebermann and Mr. Guggemos, the maximum value of RSUs (performance- and service-based) assuming the maximum achievement at the highest level of performance was $3,040,012, $1,035,013, $880,024, $1,250,020 and $600,002, respectively. For Mr. Ebermann, the 2014 amount includes a stock award with a grant date fair value of $450,002 in service-based RSUs on February 10, 2014 that Mr. Ebermann received in conjunction with the commencement of his employment by the Company effective January 6, 2014. The actual award level for performance-based RSUs for all ~~named executive officers~~Named Executive Officers for ~~2014~~2015 was 100% ~~of the target number.~~

For 2013, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 20, 2013 of $20.51 multiplied by the target number of RSU awards. For the 60% of the 2013 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. For Mr. Lamneck, Ms. Bryan, Mr. Dodenhoff and Mr. Guggemos, the maximum value of RSUs assuming the maximum achievement at the highest level of performance was $3,040,013, $1,035,017, $560,005 and $600,000, respectively. The actual award level for performance-based RSUs for all named executive officers for 2013 was 0% of the target number.

For all three years for which grant date fair value is presented in the table above, no estimate of forfeitures is included in these amounts, nor were any actual forfeitures included in these amounts.

(2)

Non-Equity Incentive Plan Compensation represents bonuses earned by ~~executives~~Named Executive Officers under the 2017, 2016 and 2015 ~~2014 and 2013~~annual cash incentive plans, respectively. The cash incentive plan compensation for ~~2015~~2017 was paid to the ~~named executive officers~~Named Executive Officers prior to March 15, ~~2016.~~2018.

(3)	All Other Compensation for ~~2015~~2017 represents payments to:

Mr. Lamneck for expenses incurred related to matching contributions to his 401(k), premium payments made on his behalf for long-term disability insurance, ~~matching contributions to his 401(k), an allowance for cell phone expenses,~~ value received related to an annual sales incentive trip ~~expenses incurred for a Company paid executive physical~~ and a discretionary contribution to his health savings account. We consider the premium payments for long-term disability insurance and the value received related to an annual sales incentive trip ~~and the cost of the executive physical~~ to be perquisites, none of which individually exceeded $10,000.

Ms. Bryan for expenses incurred related to matching contributions to her 401(k), premium payments made on her behalf for long-term disability insurance, ~~matching contributions to her 401(k), an allowance for cell phone expenses~~ and a discretionary contribution to her health savings account. We consider the premium payments for long-term disability insurance, which did not exceed $10,000, to be a perquisite.

Mr. Dodenhoff for value received related to ~~sales incentive trips,~~matching contributions to his 401(k), expenses incurred related to premium payments made on his behalf for long-term disability insurance, ~~matching contributions~~value received related to ~~his 401(k),~~ an ~~allowance for cell phone expenses~~annual sales incentive trip, and a discretionary contribution to his health savings account. We consider the premium payments for long-term disability insurance ~~which did not exceed $10,000,~~and the value received related to an annual sales incentive trip, to be ~~a perquisite.~~perquisites, none of which individually exceeded $10,000.

Mr. Ebermann for an auto allowance of ~~$24,011~~$17,301 and expenses incurred related to premium payments made on his behalf for disability and death insurance. We consider the cost of the auto allowance and the premium payments for disability and death insurance, which did not exceed $10,000, to be perquisites.

Mr. Guggemos for matching contributions to his 401(k), expenses incurred related to premium payments made on his behalf for long-term disability insurance ~~an allowance for cell phone expenses~~ and a discretionary contribution to his health savings account. We consider the premium payments for long-term disability insurance, which did not exceed $10,000, to be a perquisite.

(4)

Mr. Ebermann is a resident of ~~Germany. He~~Germany and was paid in Euros. The salary and all other compensation amounts included in the table above were determined by multiplying the average exchange rates applicable for the quarters ended March 31, June 30, September 30, and December 31, 2017, respectively, by the compensation earned during the quarter. Thenon-equity incentive plan compensation amount included in the table above was determined by multiplying the Euros paid by the exchange rate applicable on the date ~~paid.~~paid of $1.2295 per Euro.

~~GRANTS OF PLAN-BASED AWARDS~~2017 Grants of Plan-Based Awards Table

The following table ~~sets forth~~provides information regarding ~~grants of plan-based awards made during~~ the ~~year ended December 31, 2015~~possible payouts to our Named Executive Officers in 2017 under the ~~named executive officers.~~2017 cash incentive plan and under the Company’s 2007 Omnibus Plan, as amended (the “Omnibus Plan”).


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock (#)(2)		Grant Date Fair Value of Stock and Option Awards ($)(3)						Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)							Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock (#)(2)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)			Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock (#)(2)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Kenneth T. Lamneck						181,743		726,901		1,453,802		—		—		—		—		—						461,250		1,230,000		2,460,000			-		-		-		-		-
		2/20/2015		2/11/2015		—		—		—		10,920		43,678		87,356		—		1,139,996		2/20/2017		2/7/2017		-		-		-			6,408		25,630		51,260		-		1,140,023
		2/20/2015		2/11/2015		—		—		—		—		—		—		29,119		760,006		2/20/2017		2/7/2017		-		-		-			-		-		-		17,086		759,985
Glynis A. Bryan						113,704		454,771		909,542		—		—		—		—		—						179,173		477,794		955,588	��		-		-		-		-		-
		2/20/2015		2/11/2015		—		—		—		3,718		14,871		29,742		—		388,133		2/20/2017		2/7/2017		-		-		-			2,395		9,578		19,156		-		426,029
		2/20/2015		2/11/2015		—		—		—		—		—		—		9,914		258,756		2/20/2017		2/7/2017		-		-		-			-		-		-		6,385		284,005
Steven W. Dodenhoff						83,297		333,153		666,306		—		—		—		—		—						140,862		375,631		751,262			-		-		-		-		-
		2/20/2015		2/11/2015		—		—		—		3,161		12,644		25,288		—		330,008		2/20/2017		2/7/2017		-		-		-			2,024		8,094		16,188		-		360,021
		2/20/2015		2/11/2015		—		—		—		—		—		—		8,429		219,997		2/20/2017		2/7/2017		-		-		-			-		-		-		5,396		240,014
Wolfgang Ebermann (4)						101,561		324,970		649,940		—		—		—		—		—						153,160		408,426		816,852			-		-		-		-		-
		2/20/2015		2/11/2015		—		—		—		2,874		11,495		22,990		—		300,020		2/20/2017		2/7/2017		-		-		-			1,956		7,824		15,648		-		348,011
		2/20/2015		2/11/2015		—		—		—		—		—		—		7,663		200,004		2/20/2017		2/7/2017		-		-		-			-		-		-		5,216		232,008
Michael P. Guggemos						48,662		194,629		389,258		—		—		—		—		—						76,681		204,482		408,964			-		-		-		-		-
		2/20/2015		2/11/2015		—		—		—		2,155		8,621		17,242		—		225,008		2/20/2017		2/7/2017		-		-		-			1,265		5,059		10,118		-		225,024
		2/20/2015		2/11/2015		—		—		—		—		—		—		5,747		149,997		2/20/2017		2/7/2017		-		-		-			-		-		-		3,372		149,986

(1)

Represents awards under the ~~2015~~2017 cash incentive plan discussed under the heading ~~“2015~~“2017 Cash Incentive Plan” of the CD&A section in this proxy statement. Threshold represents the amount that would have been payable had the minimum level of achievement for each defined performance measure been achieved. It is possible for

the award to be zero if performance falls below the threshold levels. The maximum estimated future payouts undernon-equity incentive plan awards was computed as 200% of the target cash incentive compensation component that was based exclusively on the specific financial objectives for each ~~named executive officer.~~Named Executive Officer. Actual amounts are reflected in the Summary Compensation Table in theNon-Equity Incentive Plan Compensation column, and there are no future payouts related to these awards.

(2)

Pursuant to the ~~2015~~2017 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our ~~named executive officers~~Named Executive Officers were made on February 20, ~~2015.~~2017. For the 60% of the ~~2015~~2017 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. Threshold represents the amount of RSUs that would have been granted had the minimum level of achievement for the defined performance measure been achieved. It is possible for the award to be zero if performance falls below the threshold level. As discussed in the CD&A section of this proxy statement, the actual award level for ~~2015~~2017 was ~~100%~~112.5% of the target number of performance-based RSUs.

(3)

For the 60% of the ~~2015~~2017 awards that were subject to performance conditions, the grant date fair of the annual plan-based awards was calculated based on the closing price of the Company’s common stock on February ~~20, 2015~~17, 2017 (the last trading day immediately preceding the grant date since the grant date was not a trading day) of ~~$26.10~~$44.48 per share multiplied by the target number of performance-based RSUs, as the target was considered to be the probable outcome as of the grant date. As discussed in the CD&A section of this proxy statement, the actual award level for ~~2015~~2017 was ~~100%~~112.5% of the target number of performance-based RSUs. For the 40% of the ~~2015~~2017 awards that did not have performance conditions, the grant date fair value for the annual plan-based awards was calculated based on the closing price of the Company’s common stock on February ~~20, 2015~~17, 2017 (the last trading day immediately preceding the grant date since the grant date was not a trading day) of ~~$26.10~~$44.48 per share multiplied by the number of service-based RSUs granted. The grant date fair values of stock awards are also reflected in the Summary Compensation Table.

(4)
Mr. Ebermann’s cash incentive threshold, target and maximum amounts for the ~~2015~~2017 cash incentive plan were translated into U.S. dollars for presentation in this proxy statement, but Mr. Ebermann is paid in Euros. Mr. Ebermann’s threshold, target and maximum were ~~€92,077, €294,624~~€124,571,€332,189 and ~~€589,248,~~€664,378, respectively. All three amounts were translated to ~~U.S~~U.S. dollars in the table above by multiplying the Euro amounts by the exchange rate applicable on the actual date paid of ~~$1.103~~$1.2295 per Euro.

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~2017 Outstanding Equity Awards at FiscalYear-End Table

The following table ~~sets forth information regarding~~summarizes outstanding equity awards atheld by each Named Executive Officer on December 31, ~~2015 for the named executive officers.~~2017.


	Stock Awards				Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Kenneth T. Lamneck		157,419		3,954,365	145,696	5,578,700
Glynis A. Bryan		53,595		1,346,306	53,203	2,037,143
Steven W. Dodenhoff		44,034		1,106,134	45,025	1,724,007
Wolfgang Ebermann		50,780		1,275,594	47,419	1,815,674
Michael P. Guggemos		31,069		780,453	28,756	1,101,067

(1)

Under various service-based equity incentive compensation programs, our ~~named executive officers~~Named Executive Officers have received varying levels of grants of service-based RSUs that ~~(beginning with the 2011 awards)~~ vest ratably over four ~~years.~~years, including an award of service-based RSUs to Mr. Ebermann on February 10, 2014 in conjunction with the commencement of his employment by the Company effective January 6, 2014.

Pursuant to the 2017 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our Named Executive Officers were made in February 2017. For the 60% of the 2017 awards that were subject to performance conditions, the number of actual performance-based RSUs ultimately awarded was 112.5% of the target, as actual consolidated ROIC exceeded the target range for the fiscal year ended December 31, 2017. As of December 31, 2017, upon the Company’s achievement of the actual ROIC amount for the fiscal year ended December 31, 2017, the RSUs effectively became service-based RSUs, vesting ratably over the three years following the grant date.

Pursuant to the 2016 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our Named Executive Officers were made in February 2016. For the 60% of the 2016 awards that were subject to performance conditions, the number of actual performance-based

RSUs ultimately awarded was 137.5% of the target, as actual consolidated ROIC exceeded the target range for the fiscal year ended December 31, 2016. As of December 31, 2016, upon the Company’s achievement of the actual ROIC amount for the fiscal year ended December 31, 2016, the RSUs effectively became service-based RSUs, vesting ratably over the three years following the grant date.

Pursuant to the 2015 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our ~~named executive officers~~Named Executive Officers were made in February 2015. For the 60% of the 2015 awards that were subject to performance conditions, the number of actual performance-based RSUs ultimately awarded was 100% of the target, as actual consolidated ROIC was within the target range for the fiscal year ended December 31, 2015. As of December 31, 2015, upon the Company’s achievement of the actual ROIC amount for the fiscal year ended December 31, 2015, the RSUs effectively became service-based RSUs, vesting ratably over the three years following the grant date.

Pursuant to the 2014 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our named executive officers were made in February 2014. For the 60% of the 2014 awards that were subject to performance conditions, the number of actual performance-based RSUs ultimately awarded was 100% of the target, as actual consolidated ROIC was within the target range for the fiscal year ended December 31, 2014. As of December 31, 2014, upon the Company’s achievement of the actual ROIC amount for the fiscal year ended December 31, 2014, the RSUs effectively became service-based RSUs, vesting ratably over the three years following the grant date.

Pursuant to the 2013 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our named executive officers were made in February 2013. For the 60% of the 2013 awards that were subject to performance conditions, the number of actual performance-based RSUs ultimately awarded was 0% of the target.

All of these ~~grants of~~ RSUs were made under the ~~2007~~ Omnibus Plan.

The following table shows the dates on which the outstanding stock awards vest, subject to continued employment through the vest date.


Name	2/10/2016		2/20/2016		2/10/2017		2/20/2017		2/10/2018		2/20/2018		2/20/2019		2/10/18		2/20/18		2/20/19		2/20/20		2/20/21
Kenneth T. Lamneck		—		64,371		—		55,723		—		30,046		7,279		-		71,483		48,713		21,229		4,271
Glynis A. Bryan		—		21,916		—		18,972		—		10,229		2,478		-		25,714		17,961		7,932		1,596
Steven W. Dodenhoff		1,620		16,455		—		15,155		—		8,697		2,107		-		21,781		15,191		6,704		1,349
Wolfgang Ebermann		5,501		12,228		5,501		12,227		5,501		7,907		1.915		5,501		20,121		14,128		6,365		1,304
Michael P. Guggemos		—		12,705		—		10,998		—		5,930		1,436		-		14,109		9,614		4,190		843

(2)

Represents the value based upon the number of shares awarded multiplied by the closing price on December 29, 2017 (December 31, ~~2015 ($25.12).~~2017 was not a trading day) of $38.29 per share.

~~OPTION EXERCISES AND STOCK VESTED TABLE~~2017 Option Exercises and Stock Vested Table

The following table sets forth information with respect to shares of Company common stock acquired through vesting of restricted stock units and the number of shares acquired and value realized on vesting by the ~~named executive officers~~Named Executive Officers during ~~2015.~~2017. There were no outstanding stock options in ~~2015.~~2017.


	Stock Awards				Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(1)		Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(1)
Kenneth T. Lamneck		59,362		1,549,348	83,277	3,704,161
Glynis A. Bryan		20,955		546,926	29,270	1,301,930
Steven W. Dodenhoff		13,052		337,691	23,857	1,061,159
Wolfgang Ebermann		11,982		302,662	25,704	1,147,165
Michael P. Guggemos		12,148		317,063	16,438	731,162

(1)

During ~~2015,~~2017, the stock awards (all RSUs) that vested for the ~~named executive officers~~Named Executive Officers in the United States werenet-share settled such that the Company withheld shares with value equivalent to the ~~named executive officer’s~~Named Executive Officer’s minimum statutory tax obligation for the applicable income and other employment taxes and remitted cash to the appropriate taxing authorities. The amounts in the table represent the gross number of shares and value realized on vesting for each of the ~~named executive officers.~~Named Executive Officers. The net number of shares acquired by Mr. Lamneck, Ms. Bryan, Mr. Dodenhoff and Mr. Guggemos on vesting was ~~37,575, 14,087, 8,658~~47,798, 18,534, 15,662 and ~~8,215,~~11,173, respectively. Mr. Ebermann’s awards were notnet-share settled.

~~EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE IN CONTROL PLANS~~Employment Agreements, Severance and Change in Control Provisions

Our employment agreements with ~~executives~~our executive officers and our incentive compensation plans reflect our compensation philosophy. The employment agreements for our ~~named executive officers~~Named Executive Officers in the United States provide for continually renewing terms (one year for Messrs. Lamneck, Dodenhoff and Guggemos and two years for Ms. Bryan). Mr. Ebermann’s employment agreement may be terminated with a notice period of 12 months, during which period ~~Mr. Ebermann~~he will continue to be an employee and will receive all of the benefits under the employment agreement. All change in control benefits are “double trigger” (which means that they are triggered by two events, a change in control of the Company plus a triggering termination under the change of control agreement), provided, however, that under the terms of the ~~2007~~ Omnibus Plan, applicable to all employees, a change in control would result in all stock awards becoming fully exercisable and vested to the full extent of the original grant, any restrictions would lapse and all performance-based awards would be earned and payable in full at target levels. Additionally, beginning with grants to all employees in February 2015, upon termination of service by reason of death, any portion of service-based RSUs and, after the completion of the performance period for all performance-based awards, any portion of performance-based awards remaining unvested on that date, which would have vested through the first anniversary of the date of death become fully exercisable and vested effective immediately prior to the employee’s death.

The Company’s employment agreements with its ~~named executive officers~~Named Executive Officers are intended to comply with Section 409A of the IRC. The material terms of the employment agreements with our ~~named executive officers~~Named Executive Officers are as follows:

Kenneth T. Lamneck

(i)

Effective as of January 1, 2010.

(ii)

A severance payment upon termination of employment “without cause,” by Mr. Lamneck for “good reason,” as those terms are defined in the agreement, or at the expiration of the term due to the Company’s issuance of anon-renewal notice. In the event of such termination and subject to a release of claims against the Company by Mr. Lamneck, he will be entitled to receive severance pay in the amount of $1,800,000, payable in equal installments over a period of 12 months following the date of termination.

(iii)

In the event of Mr. Lamneck’s death or “disability,” as such term is defined in the agreement, he or his estate shall receive payment for earned, but unpaid base salary, accrued but unused vacation, unreimbursed business expenses and any vested benefits he may be entitled to receive under any Company disability or insurance plan or other applicable employee benefit plan.

(iv)

The agreement also provides fornon-disclosure by Mr. Lamneck of our confidential information and includes covenants by him not to compete with Insight or solicit its employees, suppliers or customers for a period of 12 months following termination of employment.

The table below ~~outlines~~summarizes the potential payments and benefits to Mr. Lamneck upon the occurrence of certain ~~termination~~ triggering events assuming a hypothetical effective date of termination of December 31, ~~2015:~~2017:


Triggering Event	Severance		Equity-Based Compensation Awards (1)		Benefits		Total		Severance	Equity-Based Compensation Awards (1)	Benefits	Total
Termination Without Cause or for Good Reason as defined in the employment agreement	$	1,800,000	$	—	$	—	$	1,800,000	$ 1,800,000	$ -	$ -	$ 1,800,000
Change in Control – Involuntary Termination		1,800,000		3,954,365		—		5,754,365	1,800,000	5,578,700	-	7,378,700
Change in Control – Without Termination		—		3,954,365		—		3,954,365	-	5,578,700	-	5,578,700
Death									-	2,422,838	-	2,422,838

(1)

The value of equity-based compensation awards is based on the closing price of the Company’s common stock on December 29, 2017 (December 31, ~~2015~~2017 was not a trading day) of ~~$25.12~~$38.29 per share.

Glynis A. Bryan

(i)

Effective as of January 1, 2009.

(ii)

A severance payment upon termination of employment “without cause” or termination by Ms. Bryan for “good reason,” as those terms are defined in the agreement, payable upon termination, equal to two times her annual base salary, plus one times the annual cash incentive bonus during one of the two immediately preceding fiscal years that would produce the higher award, plus a prorated portion of any current quarterly or annual cash incentive bonus, plus benefits continuation until the earlier of (1) 24 months or (2) the day on which she is eligible to receive substantially similar benefits without being required to pay any premiums with respect to such benefits.

(iii)

A severance payment following a “change in control” of the Company if Ms. Bryan terminates her employment for “good reason,” or the Company terminates her employment “without cause,” as those terms are defined in the agreement, prior to the expiration of 24 months after the change in control occurs, equal to two times her highest annual base salary in effect during the term of the agreement plus two times the higher annual cash incentive bonus during one of the two immediately preceding fiscal years which would produce the higher award, plus a prorated portion of any current quarterly or annual cash incentive bonus, plus benefits continuation through the earlier of (1) 42 months following termination or (2) the date on which she is eligible to receive substantially similar benefits without being required to pay any premiums with respect to such benefits. All payments made following a “change in control” are to begrossed-up for Ms. Bryan’s excise taxes if the payment exceeds prescribed limits.

(iv)

In the event of Ms. Bryan’s termination as a result of “disability,” as such term is defined in the agreement, or death, she or her estate, as the case may be, will be entitled to a lump sum payment equal to 90 days of her base salary plus a prorated portion of any cash incentive compensation earned for the quarter in which the agreement is terminated, plus a prorated cash incentive bonus for the year in which the termination takes place for any cash incentive compensation plan with annual objectives.

(v)

The agreement also provides fornon-disclosure by Ms. Bryan of our confidential information and includes covenants by her not to compete with Insight or solicit its employees, suppliers or customers for a period of two years following termination of employment.

The table below ~~outlines~~summarizes the potential payments and benefits to Ms. Bryan upon the occurrence of certain ~~termination~~ triggering events assuming a hypothetical effective date of termination of December 31, ~~2015:~~2017:


Triggering Event	Severance		Equity-Based Compensation Awards (1)		Benefits		Total		Severance	Equity-Based Compensation Awards (1)	Benefits	Total
Termination Without Cause or for Good Reason as defined in the employment agreement	$	1,572,697	$	—	$	24,063	$	1,596,760	$ 2,048,582	$ -	$ 25,617	$ 2,074,199
Change in Control – Involuntary Termination		1,826,103		1,346,306		42,110		3,214,519	2,458,331	2,037,143	44,829	4,540,303
Change in Control – Without Termination		—		1,346,306		—		1,346,306	-	2,037,143	-	2,037,143
Disability		523,442		—		—		523,442	802,694	-	-	802,694
Death		523,442		—		—		523,442	802,694	877,607	-	1,680,301

(1)

Steven W. Dodenhoff

(i)

Effective as of January 30, 2012.

(ii)

A severance payment upon termination of employment “without cause” or termination by Mr. Dodenhoff for “good reason,” as those terms are defined in the agreement, payable upon termination, equal to one times his annual base salary, plus one times the annual cash

incentive bonus during the immediately preceding fiscal year, plus a prorated portion of any current quarterly or annual cash incentive bonus, plus benefits continuation until the earlier of (1) 12 months or (2) the day on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits.

(iii)

A severance payment following a “change in control” of the Company if Mr. Dodenhoff terminates his employment for “good reason,” or the Company terminates his employment “without cause,” as those terms are defined in the agreement, prior to the expiration of 12 months after the change in control occurs, equal to one times his highest annual base salary in effect during the term of the agreement plus one times his annual cash incentive bonus during the immediately preceding fiscal year, plus a prorated portion of any current quarterly or annual cash incentive bonus, plus benefits continuation through the earlier of (1) 12 months following termination or (2) the day on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits. In the event that payments made following a “change in control” would trigger an excise tax under the IRC, the payments are to be reduced to the highest amount that would not trigger that excise tax, except that the limitation would not apply if the difference between the calculated amount (without applying the cap) and the reduced amount (after applying the cap) is greater than 25%.

(iv)

In the event of Mr. Dodenhoff’s termination as a result of “disability,” as such term is defined in the agreement, or death, he or his estate, as the case may be, will be entitled to a lump sum payment equal to 90 days of his base salary plus a prorated portion of any cash incentive compensation earned for the quarter in which the agreement is terminated, plus a prorated cash incentive bonus for the year in which the termination takes place for any cash incentive compensation plan with annual objectives.

(v)
The agreement also provides fornon-disclosure by Mr. Dodenhoff of our confidential information and includes covenants by him not to compete with Insight or solicit its employees, suppliers or customers for a period of 12 months following termination of employment.

The table below ~~outlines~~summarizes the potential payments and benefits to Mr. Dodenhoff upon the occurrence of certain ~~termination~~ triggering events assuming a hypothetical effective date of termination of December 31, ~~2015:~~2017:


Triggering Event	Severance		Equity-Based Compensation Awards (1)		Benefits		Total		Severance	Equity-Based Compensation Awards (1)	Benefits	Total
Termination Without Cause or for Good Reason as defined in the employment agreement	$	949,939	$	—	$	21,261	$	971,200	$ 1,335,054	$ -	$ 23,375	$ 1,378,429
Change in Control – Involuntary Termination		949,939		1,106,134		21,261		2,077,334	1,335,054	1,724,007	23,375	3,102,436
Change in Control – Without Termination		—		1,106,134		—		1,106,134	-	1,724,007	-	1,734,007
Disability		532,156		—		—		532,156	558,318	-	-	558,318
Death		532,156		—		—		532,156	558,318	743,017	-	1,301,335

(1)

Wolfgang Ebermann

(i)

Commenced January 6, 2014.

(ii)

The employment agreement may be terminated with a notice period of twelve months, during which period Mr. Ebermann will continue to be an employee and will receive all of the benefits under the employment agreement.

(iii)

The Company’s right to terminate Mr. Ebermann’s employment with immediate effect for compelling reason is not restricted by provision (ii).

(iv)

If Mr. Ebermann is prevented from working due to being incapacitated as a result of sickness not due to his fault, then the Company shall continue to make salary payments in accordance with statutory provisions. According to the continued payment laws in Germany in effect at the date the employment agreement was signed, the remunerations will be paid for up to six weeks. Thereafter, Mr. Ebermann will be granted a subsidy that covers the difference between the sickness benefit of the statutory health insurance (or his private health insurance) and his monthly remuneration up and until the expiration of a120-day term commencing with the occurrence of incapacity. The subsidy will be granted only once within a period of three years.

(v)

The agreement also provides fornon-disclosure by Mr. Ebermann of our confidential information and includes covenants by him not to solicit Insight’s employees or customers for a period of two years following termination of the employment agreement.

(vi)

The employment shall end in any event automatically, without need for notice, with the ~~expiry~~expiration of such month in which Mr. Ebermann attains statutory retirement age under the statutory pension scheme.

The table below ~~outlines~~summarizes the potential payments and benefits to Mr. Ebermann upon the occurrence of certain ~~termination~~ triggering events assuming a hypothetical effective date of termination of December 31, ~~2015:~~2017:


Triggering Event	Severance		Equity-Based Compensation Awards (1)		Benefits		Total		Severance	Equity-Based Compensation Awards (1)	Benefits	Total
Change in Control – Involuntary Termination	$	—	$	1,275,594	$	—	$	1,275,594	$ -	$ 1,815,674	$ -	$ 1,815,674
Change in Control – Without Termination		—		1,275,594		—		1,275,594	-	1,815,674	-	1,815,674
Death									-	687,727	-	687,727

(1)

Michael P. Guggemos

(i)

Effective as of November 1, 2010.

(ii)

A severance payment upon termination of employment “without cause” or termination by Mr. Guggemos for “good reason,” as those terms are defined in the agreement, payable upon termination, equal to one times his annual base salary, plus one times the annual cash incentive bonus during the immediately preceding fiscal year, plus a prorated portion of any current quarterly or annual cash incentive bonus, plus benefits continuation until the earlier of (1) 12 months or (2) the day on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits.

(iii)

A severance payment following a “change in control” of the Company if Mr. Guggemos terminates his employment for “good reason,” or the Company terminates his employment “without cause,” as those terms are defined in the agreement, prior to the expiration of 12 months after the change in control occurs, equal to one times his highest annual base salary in effect during the term of the agreement plus one times his annual cash incentive bonus during the immediately preceding fiscal year, plus a prorated portion of any current quarterly or annual cash incentive bonus, plus benefits continuation through the earlier of 12 months following termination or eligibility for new benefits. In the event that payments made following a “change in control” would trigger an excise tax under the IRC, the payments are to be reduced to the highest amount that would not trigger that excise tax, except that the limitation would not apply if the difference between the calculated amount (without applying the cap) and the reduced amount (after applying the cap) is greater than 25%.

(iv)

In the event of Mr. Guggemos’ termination as a result of “disability,” as such term is defined in the agreement, or death, he or his estate, as the case may be, will be entitled to a lump sum payment equal to 90 days of his base salary plus a prorated portion of any cash incentive compensation earned for the quarter in which the agreement is terminated, plus a prorated cash incentive bonus for the year in which the termination takes place for any cash incentive compensation plan with annual objectives.

(v)

The agreement also provides fornon-disclosure by Mr. Guggemos of our confidential information and includes covenants by him not to compete with Insight or solicit its employees, suppliers or customers for a period of 12 months following termination of employment.

The table below ~~outlines~~summarizes the potential payments and benefits to Mr. Guggemos upon the occurrence of certain ~~termination~~ triggering events assuming a hypothetical effective date of termination of December 31, ~~2015:~~2017:


Triggering Event	Severance		Equity-Based Compensation Awards (1)		Benefits		Total		Severance	Equity-Based Compensation Awards (1)	Benefits	Total
Termination Without Cause or for Good Reason as defined in the employment agreement	$	627,026	$	—	$	19,195	$	646,221	$ 876,734	$ -	$ 21,309	$ 898,043
Change in Control – Involuntary Termination		627,026		780,453		19,195		1,426,674	876,734	1,101,067	21,309	1,999,110
Change in Control – Without Termination		—		780,453		—		780,453	-	1,101,067	-	1,101,067
Disability		272,676		—		—		272,676	394,650	-	-	394,650
Death		272,676		—		—		272,676	394,650	478,204	-	872,854

(1)

~~DIRECTOR COMPENSATION~~

Mr. Lamneck did not receive any separate compensation for his Board service or activities. In 2015, each non-employee director received $20,000 per quarter for serving on the Board. An additional $7,500, $5,000 and $2,500 per quarter was paid to the director serving as the Chair of the Audit, Compensation and Nominating and Governance Committees, respectively. For 2016, each non-employee director will again receive $20,000 per quarter for serving on the Board, and payments for serving as Chair of a committee will remain unchanged as well. In lieu of standard compensation for directors, because of his time commitments to the Company as Chair of the Board, Mr. Crown was paid a retainer of $140,000 for 2015. For 2016, Mr. Crown will again be paid a retainer of $140,000 for his service as Chair of the Board. We reimburse non-employee directors for their reasonable expenses incurred in connection with service as directors, and non-employee directors may elect to participate at their own cost in the medical and dental benefit programs offered to all teammates.

For 2015, existing non-employee directors received a grant of RSUs with a grant date fair value equal to $90,018, calculated at the closing price of the Company’s shares on the date of its 2015 annual meeting. For 2016, existing non-employee directors will receive a grant of RSUs with a grant date fair value equal to approximately $90,000, calculated at the closing price of the Company’s shares on the date of its annual meeting. Upon joining the Board, new non-employee directors received or will receive a pro-rata share of the last annual grant of RSUs to the other non-employee directors, based on service before the next regularly scheduled annual meeting date. RSU awards to non-employee directors vest ratably over three years, and awards to non-employee directors will fully vest upon retirement, resignation or disability, subject to risk of loss if the non-employee director ends service on the Board without proper notice to the Board.

~~The table below sets forth information concerning compensation of the Company’s directors in 2015.~~

Name
   Fees Earned or
Paid in Cash
($)    Stock Awards
($)(1)(2)    Total ($)
Richard E. Allen
   110,000       90,018       200,018
Bruce W. Armstrong⁽³⁾
   —         —         —
Catherine Courage⁽³⁾
   —         —         —
Timothy A. Crown
   140,000       90,018       230,018
Bennett Dorrance
   80,000       90,018       170,018
Michael M. Fisher
   80,000       90,018       170,018
Larry A. Gunning⁽⁴⁾
   80,000       90,018       170,018
Anthony A. Ibargüen
   90,000       90,018       180,018
Robertson C. Jones
   80,000       90,018       170,018
Kathleen S. Pushor
   100,000       90,018       190,018

~~(1)~~

These amounts reflect the grant date fair value of the service-based RSU awards granted to our directors. On May 19, 2015, each non-employee director was granted RSUs with a grant date fair value equal to $90,018, calculated at the closing price of the Company’s shares on the date of its 2015 annual meeting ($29.01). These amounts include awards pursuant to the 2007 Omnibus Plan. An estimate of forfeitures is not included in these amounts.

~~(2)~~

~~As of December 31, 2015, the aggregate number of unvested stock awards outstanding for each non-employee director was as follows:~~


~~Name~~	~~Unvested~~ ~~Stock Awards~~
~~Richard E. Allen~~		~~6,423~~
~~Bruce W. Armstrong~~⁽³⁾		—
~~Catherine Courage~~⁽³⁾		—
~~Timothy A. Crown~~		~~6,423~~
~~Bennett Dorrance~~		~~6,423~~
~~Michael M. Fisher~~		~~6,423~~
~~Larry A. Gunning~~⁽⁴⁾		~~6,423~~
~~Anthony A. Ibargüen~~		~~6,423~~
~~Robertson C. Jones~~		~~6,423~~
~~Kathleen S. Pushor~~		~~6,423~~

~~(3)~~

~~Mr. Armstrong and Ms. Courage were appointed to the Board effective March 8 and January 25, 2016, respectively.~~

~~(4)~~

~~On February 10, 2016, Mr. Gunning notified the Chairman of the Board that he was retiring from the Board effective February 10, 2016.~~

~~The cost of certain perquisites and other personal benefits are not included because in the aggregate they did not exceed, in the case of any director, $10,000.~~

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~EQUITY COMPENSATION PLAN INFORMATION

Under the securities laws of the United States, our directors, executive officers, and any persons beneficially owning more than 10% of our common stock are required to report their initial ownership of our common stock and any subsequent changes in that ownership to the SEC. Specific due dates for these reports have been established, and we are required to disclose any known failure to file by these dates. Based upon a review of such reports furnished to us, or written representations that no reports were required, we believe that these filing requirements were satisfied in a timely manner during the year ended December 31, 2015.

~~RELATED PARTY TRANSACTIONS~~

~~Transactions with Related Persons~~

No director, executive officer or any beneficial owner of more than 5% of our outstanding capital stock had any direct or indirect material interest in any transaction with us required to be disclosed during 2015 or since the commencement of the 2016 fiscal year.

~~Related Party Transaction Approval Policy~~

Our Board of Directors has adopted a written related party transaction policy, which is administered by the Audit Committee. This policy applies to any transaction or series of transactions in which the Company is a participant, the amount involved exceeds or is expected to exceed $120,000 in any calendar year and any related person has a direct or indirect interest. For purposes of the policy, “related persons” consist of directors or executive officers, any stockholder beneficially owning more than 5% of the Company’s common stock or immediate family members of any such persons. Under the policy, the Audit Committee will review all applicable related party transactions for approval, ratification or other action unless the transaction falls within the following list of categories of pre-approved transactions: employment of an executive officer if compensation is otherwise subject to disclosure requirements or approved by the Compensation Committee; director compensation subject to disclosure requirements; in the ordinary course of business, sales to or purchases from another company where a related party is employed or a director if the aggregate amount involved does not exceed the greater of $1 million or 2% of the other company’s total annual revenues (for sales) or $50,000 (for purchases); any charitable contribution, grant or endowment where the related party is employed or a director if the aggregate amount involved does not exceed the lesser of $10,000 or 2% of the charitable organization’s annual receipts; any transaction where the related party’s interest arises solely from the ownership of common stock and all holders of common stock received the same benefit on a pro rata basis; any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and any transaction with a related party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services. In general, the Company is of the view that these transactions with related persons are not significant to investors because they take place under the Company’s standard policies and procedures or are otherwise subject to review. Any related party transaction requiring individual review will only be approved if the Audit Committee determines that such transaction will not impair the involved person’s service to, and exercise of judgment on behalf of, the Company, or otherwise create a conflict of interest that would be detrimental to the Company.

~~CODE OF ETHICS~~

We have adopted a Code of Ethics and Business Practices that applies to directors and all employees, including our Chief Executive Officer and our senior financial executives. We intend to satisfy the disclosure requirement under Form 8-K regarding any amendments to, or waivers from, a provision of our Code of Ethics and Business Practices by posting such information on our website at the location specified above, unless otherwise required by the SEC or by NASDAQ Listing Rules to disclose any such waiver on Form 8-K. The Code of Ethics and Business Practices may be viewed online on our website at http://nsit.client.shareholder.com/governance.cfm. To receive a copy of the code, you may also write to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283.

~~SECURITY OWNERSHIP OF CERTAIN~~

~~BENEFICIAL OWNERS AND MANAGEMENT~~

The following table ~~sets forth certain~~provides information as of December 31, 2017 regarding the ~~beneficial ownership~~number of ~~our common stock as of March 18, 2016 (except as otherwise indicated) by (i) each person or entity known to us own beneficially more than 5% of the outstanding~~ shares of our common stock ~~(ii) each of~~that may be issued under our ~~directors, (iii) each of the named executive officers and (iv) all directors and named executive officers as a group.~~equity compensation plans, which have been approved by our stockholders.

~~Shares of Common~~
~~Stock Beneficially~~
~~Owned~~⁽¹⁾

~~Name~~

Plan Category

Number of
~~Shares~~Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)

~~Percent~~Weighted
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights
(b)

Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)

~~FMR LLC~~Equity compensation plans approved by security holders

~~3,998,686~~892,113⁽¹⁾

⁽²⁾

~~10.78~~-

~~BlackRock, Inc.~~

~~3,511,109~~3,215,540⁽²⁾

⁽³⁾

~~9.50~~

~~Dimensional Fund Advisors LP~~Equity compensation plans not approved by security holders

~~3,425,186~~

⁽⁴⁾

~~9.23~~

~~The Vanguard Group~~

~~2,869,813~~

⁽⁵⁾

~~7.73~~

~~Kenneth T. Lamneck~~

~~155,543~~-

~~Timothy A. Crown~~

~~74,647~~

⁽⁶⁾-

~~Bennett Dorrance~~Total

~~39,175~~892,113⁽³⁾

⁽⁶⁾

~~Glynis A. Bryan~~

~~38,709~~

~~Wolfgang Ebermann~~

~~29,711~~

~~Steven W. Dodenhoff~~

~~27,421~~

~~Michael P. Guggemos~~

~~22,476~~

~~Richard E. Allen~~

~~21,908~~3,215,540⁽³⁾

⁽⁶⁾

~~Michael M. Fisher~~

~~14,243~~

⁽⁶⁾

~~Anthony A. Ibargüen~~

~~12,675~~

⁽⁶⁾

~~Kathleen S. Pushor~~

~~9,675~~

⁽⁶⁾

~~Robertson C. Jones~~

~~9,159~~

⁽⁶⁾

~~Bruce W. Armstrong~~

—

⁽⁶⁾

~~Catherine Courage~~

—

⁽⁶⁾

~~All directors and named executive officers as a group (14 persons)~~

~~455,342~~

⁽⁷⁾

~~1.23~~

*	~~Less than 1%~~

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. In accordance with SEC rules, a person is deemed to own beneficially any shares that such person has the right to acquire within 60 days of the date of determination of beneficial ownership. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge the persons or entities named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

~~(2)~~

Share data based on information in an amendment to a Schedule 13G filed on February 12, 2016 with the SEC by FMR LLC and Abigail P. Johnson. As of December 31, 2015, the Schedule 13G indicates that FMR LLC had sole voting power with respect to 219,586 shares and that each of FMR LLC and Abigail P. Johnson had sole dispositive power with respect to 3,998,686 shares. The address of each of FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, MA 02210.

~~(3)~~ Share data based on information in an amendment to a Schedule 13G filed on January 26, 2016 with the SEC by BlackRock, Inc. As of December 31, 2015, the Schedule 13G indicates that BlackRock, Inc. had sole voting power with respect to 3,410,704 shares and sole dispositive power with respect to 3,511,109 shares. The address of BlackRock, Inc. is 55 East 52^nd ~~Street, New York, NY 10055.~~

~~(4)~~

Share data based on information in an amendment to a Schedule 13G filed on February 9, 2016 with the SEC by Dimensional Fund Advisors LP. As of December 31, 2015, the Schedule 13G indicates that Dimensional Fund Advisors LP had sole voting power with respect to 3,286,230 shares and sole dispositive power with respect to 3,425,186 shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

~~(5)~~

Share data based on information in an amendment to a Schedule 13G filed on February 10, 2016 with the SEC by The Vanguard Group. As of December 31, 2015, the Schedule 13G indicates that The Vanguard Group had sole voting power with respect to 48,271 shares, shared voting power with respect to 3,700 shares, sole dispositive power with respect to 2,820,042 shares and shared dispositive power with respect to 49,771 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

~~(6)~~

~~For each director, except Mr. Armstrong and Ms. Courage, includes 2,375 shares subject to vesting within 60 days of March 18, 2016.~~

~~(7)~~

~~Includes 16,625 shares subject to vesting within 60 days of March 18, 2016.~~

~~PROPOSAL NO. 2~~

~~ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires us to obtain an advisory vote (non-binding) from our stockholders on the compensation of our named executive officers as disclosed in this proxy statement, which is often referred to as a “say-on-pay” proposal. At the 2011 annual meeting of stockholders, the Board of Directors recommended an annual vote on the compensation of our named executive officers (“say-on-pay”), and the stockholders voted for holding future advisory say-on-pay votes annually. Based on the voting results, the Board affirmed its recommendation and elected to hold future advisory say-on-pay votes on an annual basis. Our next vote on the frequency of our say-on-pay votes will be held on or before our 2017 annual meeting of stockholders.

As described in the CD&A section of this proxy statement, our executive compensation philosophy is to offer competitive base salaries and emphasize cash and equity-based incentive compensation that encourage extraordinary effort on behalf of the Company. The objective of our executive compensation plans is to reward the achievement of specific financial, strategic and tactical goals by the Company and the individual executive that aligns the interests of management with the interests of our stockholders.

We are asking that our stockholders indicate their support of our executive compensation for our named executive officers as described in this proxy statement. While this advisory vote on our executive compensation is non-binding, our Board and the Compensation Committee will review the outcome of this vote and take the vote into consideration when reviewing our compensation policies and procedures. This vote is not intended to address specific items of compensation, but rather the overall compensation of our named executive officers and our executive compensation policies and procedures as described in this proxy statement. Stockholders who want to communicate with our Board of Directors should refer to “Corporate Governance – The Board and Its Committees – Contact Information” in this proxy statement for additional information.

~~Stockholders will be given the opportunity to vote on the following advisory resolution:~~

~~RESOLVED~~, that the stockholders of Insight Enterprises, Inc. hereby approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and compensation tables and accompanying narrative discussion set forth in this proxy statement.

~~Vote Required~~

The affirmative vote of the holders of a majority of the shares entitled to vote on the proposal, present in person or represented by proxy at the annual meeting, is required for the advisory approval of Proposal No. 2. Abstentions will have the same effect as a vote cast against Proposal No. 2, and broker non-votes shall not be treated as votes cast and will have no effect on Proposal No. 2. The advisory vote is non-binding.

~~YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR~~

~~THE APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION AS~~

~~DESCRIBED IN THIS PROXY STATEMENT~~

~~SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY~~

~~COMPENSATION PLANS~~

~~The following table gives information with respect to our existing equity compensation plans as of December 31, 2015:~~

Plan Category
   Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights Weighted Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights    Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(Excluding
Securities Reflected
in Column (a))
   (a) (b)    (c)
Equity compensation plans approved by security holders
   951,784 ⁽¹⁾ —         3,769,996 ⁽²⁾
Equity compensation plans not approved by security holders
   —      —         —




Total
   951,784    —         3,769,996

~~(1)~~

Represents the number of underlying shares of ~~Common Stock~~common stock at the target award level associated with outstanding restricted stock units under approved plans.

(2)

Shares of common stock remaining available for issuance under ~~our 2007~~the Omnibus Plan.

(3)

Subsequent to December 31, 2017, the Company’s annual grant of equity-based awards to certain employees was made on February 20, 2018. As such, the Company determined to supplement the table above with the table below for transparency and full disclosure. The following table sets forth certain information as of March 15, 2018 regarding the number of shares of our common stock that may be issued under our equity compensation plans, all of which were approved by security holders.


Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans

938,044		2,929,486

PROPOSAL ~~NO.~~ 3– Ratification of Independent Registered Public Accounting Firm

~~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~~

Our Board of Directors adopted the Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the “Plan”) on March 28, 2011. The Plan was approved by our stockholders on May 18, 2011 at our 2011 annual meeting and, unless sooner terminated, will remain in place until May 18, 2021.

The Plan allows the Company to grant options, stock appreciation rights, stock awards, restricted stock, stock units (which may also be referred to as “restricted stock units”), performance shares, performance units, cash-based awards and other awards payable in cash or shares of common stock to eligible non-employee directors, employees and consultants. As of December 31, 2015, of the 7,250,000 shares of common stock reserved and available for grant under the Plan, a total of 3,769,996 shares of common stock remain available for grant under the Plan. Based on estimated usage rates, we expect the 3,769,996 shares to provide the Compensation Committee with sufficient shares to administer our equity-based incentive compensation program until our 2021 annual meeting, the year in which the Plan expires.

On February 17, 2016, the Board of Directors adopted, subject to stockholder approval, the First Amendment to the Plan (the “First Amendment”). The First Amendment: (a) updates the list of performance criteria contained in Section 16.1 of the Plan; (b) imposes a $270,000 limit on the dollar value of awards that may be granted to any one participant who is a non-employee director during any one calendar year; and (c) adds a clawback provision expressly providing that every award granted under the Plan is subject to potential forfeiture or recovery to the fullest extent called for by law, listing standard or Company policy. The First Amendment~~does not~~ ~~increase the number of shares available for grant under the Plan or extend the term of the Plan.~~

Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the material terms of a public company equity plan must be disclosed to, and approved by, a public company’s stockholders every five years. For this purpose, the material terms include the class of persons eligible to receive awards under the Plan, the 162(m) performance criteria on which the 162(m) performance goals are based and the maximum performance compensation award payable to any one participant under the Plan. These material terms are described in the Description of the Plan below under “Eligibility” and “Performance-Based Compensation under Code Section 162(m).”

Our stockholders last approved the material terms of the Plan at our 2011 annual meeting. Accordingly, in addition to approving the First Amendment, we are asking our stockholders to reapprove the material terms of the Plan at this 2016 annual meeting to allow the Compensation Committee to continue to grant awards that are intended to qualify for the performance-based compensation exception to the limitations on the deduction of compensation imposed by Section 162(m) of the Code. If the material terms of the Plan are not reapproved at the 2016 annual meeting, a portion of the awards granted to certain executive officers may not be deductible pursuant to Section 162(m) of the Code.

~~Set forth below is a summary of the principal provisions of the Plan, as amended by the proposed First Amendment. The full text of the First Amendment is attached to this proxy statement as~~~~Annex A~~.

~~DESCRIPTION OF THE PLAN~~

~~Purpose~~

The purpose of the Plan is to attract, retain and motivate our employees, officers and non-employee directors by providing them with the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of our stockholders. The Plan also allows us to provide the same opportunity to consultants, agents, advisors and independent contractors if such persons are providing bona fide services to the Company that are not related to capital raising or promoting or maintaining a market for our common stock.

~~Administration~~

The Compensation Committee of our Board of Directors administers the Plan. Each Compensation Committee member must be: (a) a “non-employee director” as defined in Rule 16b-3 of the Exchange Act, if required to meet the conditions of exemption for awards under the Plan from Section 16(b) of the Exchange Act; (b) an “outside director” as defined in Section 162(m) of the Code; and (c) an “independent director” as defined in the NASDAQ Listing Rules. Subject to the terms and conditions explicitly set forth in the Plan, the Compensation Committee has the full power and exclusive authority to construe and interpret the Plan and the rights granted under it and to establish rules and regulations for the administration of the Plan. Under the Plan the Compensation Committee may delegate to one or more of our officers the right to grant awards, within prescribed limits, to participants who are not executive officers or non-employee members of our Board.

~~Eligibility~~

Awards may be granted under the Plan to employees, officers, non-employee directors, consultants, agents, advisors and independent contractors of the Company and our subsidiaries and affiliates. As of December 31, 2015, approximately 5,754 employees, 7 executive officers, and 8 non-employee directors were eligible to receive awards under the Plan. Historically, we have made grants to a senior group of approximately 200 employees and believe future grants will similarly be limited to this group.

~~Number of Shares~~

The total number of shares of common stock reserved and available for grant under the Plan is 7,250,000. As of December 31, 2015, of the 7,250,000 shares of common stock reserved and available for grant, a total of 3,769,996 shares of common stock remain available for grant for future awards. If an outstanding award lapses, terminates or expires for any reason, the shares subject to the award will again become available for grant under the Plan. Shares of common stock covered by an award granted under the Plan will not be counted as used unless and until they are actually issued and delivered to a participant. Awards granted in assumption of or substitution for previously granted awards in acquisition transactions will not reduce the number of shares authorized for issuance under the Plan.

If any change in our common stock occurs by reason of any stock dividend, stock split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares, distribution to stockholders other than a normal cash dividend or other change in our corporate or capital structure, the Compensation Committee will make proportional adjustments to the maximum number and kind of securities: (a) available for issuance under the Plan, (b) issuable as incentive stock options under the Plan, (c) subject to the minimum vesting provisions set forth in Section 4.3 of the Plan, (d) issuable as 162(m) “performance-based compensation” awards pursuant to Section 16.3 of the Plan, and (e) subject to any outstanding award, including the per share price of such securities.

~~Types of Awards~~

~~The Plan permits the grant of any or all of the following types of awards.~~

~~Stock Options~~. Stock options entitle the participant to purchase a specified number of shares of our common stock at a specified price, subject to the terms and conditions of the Plan and the option grant. The Compensation Committee may grant either incentive stock options, which must comply with Code Section 422, or nonqualified stock options. Incentive stock options may only be granted to participants who are employees. The Compensation Committee sets option exercise prices and terms, provided that the exercise price of stock options granted under the Plan must be at least 100% of the fair market value of our common stock on the date of grant, except in the case of options granted in connection with assuming or substituting options in acquisition transactions. At the time of grant, the Compensation Committee also determines when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed 10 years from the date of grant. Options may be exercised, in whole or in part, by payment in full of the exercise price either in cash, delivery of shares of common stock (including shares covered by the option being exercised), by delivery of other consideration acceptable to the Compensation Committee, or by any combination of cash, stock and other consideration as may be determined by the Compensation Committee. Options may also be exercised by means of a broker-assisted cashless exercise.

~~Stock Appreciation Rights (SARs)~~. SARs are the right to receive a future payment in stock or cash, or a combination of stock and cash, equal to the excess of the fair market value of one share on the date of exercise over its fair market value on the date the SAR was granted. The Compensation Committee may grant SARs on a stand-alone basis or as a right in tandem with the number of shares underlying stock options granted under the Plan. The term of a stand-alone SAR cannot be more than 10 years from the date of grant, and the term of a tandem SAR will not exceed the term of the related option. The Exercise of a SAR issued in tandem with stock options will result in the reduction of the number of shares underlying the related SAR to the extent of the SAR exercised.

~~Stock Awards, Restricted Stock and Stock Units~~. The Compensation Committee may grant stock awards, restricted stock, and restricted stock unit awards under the Plan. Stock awards shall be granted free of any vesting restrictions while restricted stock and restricted stock units shall be granted subject to repurchase or forfeiture restrictions at the Compensation Committee’s discretion. The restrictions may be based on continuous service with us or the achievement of specified performance criteria, as determined by the Compensation Committee. Subject to the minimum vesting provisions discussed below, the Compensation Committee may waive any such restrictions at any time in its sole discretion.

~~Performance Awards~~. The Compensation Committee may grant performance awards in the form of performance shares or performance units. Performance shares are units valued by reference to a designated number of shares of common stock, and performance units are units valued by reference to a designated amount of cash or other property. Either may be payable in stock or cash, or a combination of stock and cash, upon the attainment of performance criteria and other terms and conditions as established by the Compensation Committee.

~~Other Stock or Cash-Based Awards~~. The Compensation Committee may grant other incentives payable in cash or in shares of common stock, subject to the terms of the Plan and any other terms and conditions determined by the Compensation Committee.

~~Minimum Vesting Requirements~~. Other than stock options or SARs, and subject to certain adjustments, 90% of the shares of common stock subject to grant under the Plan must be subject to awards that: (a) with respect to time-based awards, vest over at least a three-year period, or (b) with respect to performance-based awards, vest over a performance period of at least one-year. Without stockholder approval, the Compensation Committee may not cancel, waive or amend these restrictions other than in the event of death, disability, retirement or certain corporate transactions as described in the Plan.

~~No Repricing Without Stockholder Approval~~

Without stockholder approval or in the context of certain adjustments permitted under the Plan, the Compensation Committee may not cancel or amend any outstanding option or SAR for the purpose of repricing, replacing or regranting such award with options or SARs that have an exercise or grant price that is less than the exercise or grant price for the original option or SAR, or issue an option or SAR or amend an option or SAR to provide for the grant or issuance of a new option or SAR on exercise of the original option or SAR.

~~Clawback~~

Every award granted under the Plan is subject to potential forfeiture or recovery to the fullest extent called for by law, any applicable listing standard, or any current or future clawback policy that may be adopted by the Company from time to time, including, without limitation, any clawback policy adopted to comply with the final rules issued by the SEC and the final listing standards to be adopted by the NASDAQ Stock Market pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

~~Performance-Based Compensation under Code Section 162(m)~~

~~Performance Goals and Criteria~~. If the Compensation Committee intends to qualify an award under the Plan as “performance-based compensation” under Section 162(m), the performance goals selected by the Compensation Committee may be based on the attainment of specified levels of one, or any combination, of the following performance criteria for the Company as a whole or any business unit, as reported or calculated by us: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, for periods prior to December 15, 2015, extraordinary items, or for periods beginning after December 15, 2015, items that are unusual in nature or infrequently occurring, restructuring charges or other expenses); revenues or revenue growth; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation; total stockholder return; cost control; strategic initiatives; market share; hardware market share; net income; return on invested capital; improvements in capital structure; customer satisfaction, employee satisfaction, services performance, subscriber, cash management or asset management metrics; earnings; earnings from operations; gross profit or gross profit growth; or net sales. The performance goals also may be based on the achievement of specified levels of performance for the Company as a whole or any business unit or applicable affiliate under one or more of the performance goals described above relative to the performance of other corporations.

The Compensation Committee may provide in any award that any evaluation of performance may include or exclude any of the following events that occur during a performance period: asset write-downs; litigation or claim judgments or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; any reorganization and restructuring programs; for periods prior to December 15, 2015, extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to stockholders for the applicable year; for periods beginning after December 15, 2015 items that are unusual in nature or infrequently occurring as described in Accounting Standards Update 2015-01 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operation appearing in the Company’s annual report to stockholders for the applicable year; acquisitions or divestitures; foreign exchange gains and losses; and gains and losses on asset sales.

~~Adjustments and Certification~~. The Compensation Committee may adjust the amount payable pursuant to an award that is intended to qualify as “performance-based compensation” under Section 162(m) downward but not upward. The Compensation Committee may not waive the achievement of performance goals related to an award except in the case of a covered employee’s death or disability. Section 162(m) requires that the Compensation Committee certify that performance goals were achieved before the payment of the “performance-based compensation.”

~~Limitations~~. Subject to certain adjustments, covered employees who are granted awards intended to qualify as “performance-based compensation” under Section 162(m) may not be granted awards, other than performance units, for more than 500,000 shares of common stock in any one calendar year, except that additional awards for up to 1,000,000 shares may be granted to newly hired or promoted individuals. The maximum dollar value payable to any covered employee with respect to performance units or other awards payable in cash that are intended to qualify as “performance-based compensation” cannot exceed $10,000,000 in any one calendar year.

~~Limitation on Non-Employee Director Awards~~

~~The maximum dollar value payable to any non-employee director with respect to awards granted under the Plan cannot exceed $270,000 in any one calendar year.~~

~~Company Transaction and Change in Control~~

Restrictions on awards granted under the Plan will terminate in certain circumstances that constitute a change in control or a merger, stock or asset sale or similar company transaction that does not involve a related party.

~~Change in Control~~. In the event of a change in control, unless the Compensation Committee determines otherwise with respect to a particular award: (a) any options and SARs become fully exercisable and vested to the full extent of the original grant; (b) any restrictions and deferral limitations applicable to any restricted stock or stock units lapse; (c) all performance shares and performance units will be earned and payable in full at target levels, and any deferral or other restrictions lapse and such performance shares and performance units will be immediately settled or distributed; and (d) any restrictions and deferral limitations and other conditions applicable to any other awards lapse, and such other awards become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant. The Compensation Committee can also provide a cash-out right for awards in connection with a change in control.

For purposes of the Plan, the term “change in control” generally means the occurrence of any of the following events: (a) an acquisition of beneficial ownership of 40% or more of either the then outstanding shares of common stock or voting power of the then outstanding voting securities entitled to vote generally in the election of directors; or (b) a change in the composition of our Board of Directors during any two-year period such that the incumbent Board members cease to constitute at least two-thirds of the Board (not including directors whose election was approved by at least two-thirds of the incumbent Board).

~~Company Transaction~~. In the event of a company transaction (as defined below) that does not constitute a change in control, unless the Compensation Committee determines otherwise with respect to a particular award: (a) all outstanding awards (other than performance shares and performance units) become fully and immediately exercisable, and any restrictions or forfeiture provisions lapse, immediately prior to the company transaction, unless such awards are converted, assumed or replaced by the successor company; and (b) performance shares and performance units earned and outstanding become payable in full at target levels, and deferrals or other restrictions not waived by the Compensation Committee shall remain in effect.

For purposes of the Plan, the term “company transaction” generally means the occurrence of any of the following events: (a) a merger or consolidation of the Company with or into any other company or other entity; (b) a sale in one transaction or a series of transactions undertaken with a common purpose of acquiring at least 50% of the Company’s outstanding voting securities; or (c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets.

~~Amendment and Termination~~

~~Unless earlier terminated by the Board of Directors or the Compensation Committee, the Plan will terminate on May 18, 2021.~~ The Board of Directors and the Audit Committee recommend that the stockholders ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The Audit Committee approved the selection of KPMG as the Company’s independent registered public accounting firm for 2018. KPMG is currently the Company’s independent registered public accounting firm.

Although the Company is not required to seek stockholder approval or ratification of this appointment, the ~~Compensation~~Board believes that doing so is consistent with good corporate governance practices. If the appointment is not ratified, the Audit Committee will explore the reasons for stockholder rejection and will reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may ~~generally amend, suspend or terminate all or~~direct the appointment of a ~~portion of the Plan~~different independent registered public accounting firm at any time ~~as long as~~during the rights of a participant are not materially impaired, without the participant’s consent, subject to stockholder approval to the extent necessary to comply with applicable law, stock exchange rule or regulatory requirements or, as determined by the Compensation Committee, to qualify with tax requirements. The Compensation Committee may amend the terms of any award granted, prospectively or retroactively, but cannot materially impair the rights of any participant without the participant’s consent.

~~U.S. Federal Income Tax Information~~

The following is a brief summary of the U.S. federal income tax consequences of certain transactions under the Plan based on current federal tax income laws, which are subject to change. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local or foreign tax laws.

~~Nonqualified Stock Options~~. A participant generally will not recognize income upon the grant or vesting of a nonqualified stock option. When a nonqualified stock option is exercised, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the stock underlying the option on the date of exercise and the option exercise price. When a participant sells the acquired stock, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the participant’s tax basis in the stock sold.

~~Incentive Stock Options.~~A participant generally will not recognize income upon the grant or vesting of an incentive stock option. If a participant exercises an incentive stock option during employment as an employee or within three months after his or her employment ends (12 months in the case of permanent and total disability), the participant will not recognize income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will recognize income for alternative minimum tax purposes at that time asyear if the ~~option were~~Audit Committee determines that such a nonqualified stock option). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of (a) one year from the date the participant exercised the option and (b) two years from the date of grant of the option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the option exercise price. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the tax consequences described for nonqualified stock options will apply.

~~Stock Appreciation Rights~~. A participant generally will not recognize income upon the grant or vesting of a SAR. Upon the exercise of an SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the stock underlying the SAR on the date of exercise and the grant price of the SAR.

~~Unrestricted Stock Awards~~. Upon receipt of an unrestricted stock award, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the stock at such time over the amount, if any, the participant paid for the stock.

~~Restricted Stock Awards~~. A participant generally will recognize compensation taxable as ordinary income when the stock subject to a restricted stock award vests in an amount equal to the excess of the fair market value of the stock at such time over the amount, if any, paid for the stock. Instead of postponing the federal income tax consequences of a restricted stock award until vesting, a participant may elect to recognize compensation taxable as ordinary income in the year of grant by make an election under Section 83(b) of the Code. The tax treatment of a subsequent disposition of restricted stock will depend upon whether a participant made a timely and proper Section 83(b) election. If a participant makes a timely and proper Section 83(b) election, when the participant sells the restricted stock, the participant generally will recognize short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant receives from the sale and the tax basis of the stock sold. If no Section 83(b) election is made, any disposition after the stock vests will result in short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the stock sold.

~~Restricted Stock Units~~. A participant generally will not recognize income upon the grant or vesting of a restricted stock unit. When any portion of the restricted stock unit is paid, the participant generally will recognize compensation taxable as ordinary income at the time of such payment in an amount equal to the then fair market value of any shares, cash or property the participant receives.

~~Performance Shares and Performance Units~~. A participant generally will not recognize income upon the grant of performance shares or performance units. Upon the distribution of cash, shares or other property to the participant pursuant to the terms of the performance shares or units, the participant generally will recognize compensation taxable as ordinary income equal to the then fair market value of any shares, cash, or other property the participant receives.

~~Tax Consequences to the Company~~. In the foregoing cases, the Company generally will be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to certain limitations imposed under the Code.

~~Code Section 409A~~. Section 409A of the Code, among other things, expanded the definition of deferred compensation arrangements to include, for example, below market option and SAR grants, as well as restricted stock units, performance shares and performance units. If awards that are subject to Section 409A fail to comply with Section 409A, a participant must include in ordinary income all deferred compensation conferred by the award, pay interest from the date of the deferral and pay an additional 20% tax. We intend that awards granted under the Plan comply with, or otherwise be exempt from, Section 409A of the Code, but make no representation or warranty to that effect.

~~Section 162(m).~~Section 162(m) of the Code limits the deduction a public company may take for compensation payable to “covered employees” to $1,000,000 per year. “Performance-based compensation” that meets the requirements of Section 162(m) is not subject to the $1,000,000 deduction limitation. If this Proposal No. 3 is approved by our stockholders, the Compensation Committee will continue to have the ability to grant awards that are intended to qualify for the “performance-based compensation” exception to the limitations on deductions imposed by Section 162(m) of the Code.

~~Tax Withholding~~. We are authorized to deduct or withhold from any award granted or payment due under the Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares of common stock or otherwise settle an award under the Plan until all tax withholding obligations are satisfied.

~~New Plan Benefits~~

Awards to employees, officers, directors and consultants under the Plan are made at the discretion of the Compensation Committee, except for those awards made under delegated authority. Therefore, the future benefits and amounts that will be received or allocated under the Plan are not determinable at this time. However, the following table provides information with respect to awards granted under the Plan during the fiscal year ended December 31, 2015 to the Company’s named executive officers (individually and as a group), all non-employee directors (as a group), and all employees, including officers who are not named executive officers (as a group).

Name and Position
   Dollar Value($)    Restricted Stock
Units(#)
Named Executive Officers:

Kenneth T. Lamneck,

President and Chief Executive Officer
   1,900,002       72,797
Glynis A. Bryan,

Chief Financial Officer
   646,889       24,785
Steven W. Dodenhoff,

President, Insight United States
   550,005       21,073
Wolfgang Ebermann,

President, Insight EMEA
   500,024       19,158
Michael P. Guggemos,

Chief Information Officer
   375,005       14,368
All Named Executive Officers as a Group
   3,971,925       152,181 ⁽¹⁾
All Non-Employee Directors as a Group (8 persons)
   720,144       24,824
All Employees and Officers (who are not Named Executive Officers) as a Group (187 persons)
   8,482,347       324,804 ⁽²⁾

⁽¹⁾	~~Includes 91,309 performance-based RSUs.~~

⁽²⁾	~~Includes 40,080 performance-based RSUs.~~

~~Vote Required~~

The affirmative vote of the holders of a majority of the voting power of the shares entitled to vote on the proposal, present in person or represented by proxy at the annual meeting, is required for approval of Proposal No. 3. Abstentions will have the same effect as a vote cast against Proposal No. 3, and broker non-votes shall not be treated as votes cast and will have no effect on Proposal No. 3. The Board of Directors has unanimously approved the first amendment to the amended 2007 Plan and believes it tochange would be in the best interests of the Company and our stockholders.

~~YOUR~~We have been advised that a representative of KPMG will attend the Annual Meeting of Stockholders. Such representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS ~~UNANIMOUSLY RECOMMENDS~~

AND THE AUDIT COMMITTEE RECOMMEND A VOTEFOR

RATIFICATION OF KPMG LLP AS THE ~~APPROVAL OF~~COMPANY’S INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE ~~FIRST AMENDMENT TO~~YEAR ENDING DECEMBER 31, 2018.

~~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~~

AUDIT COMMITTEE REPORT

~~As described more fully in its~~The Company maintains an independent Audit Committee that operates under a written charter adopted by the ~~purpose~~Board of Directors. Each member of the Audit Committee is ~~to assist~~independent as defined in the listing standards of NASDAQ and under SEC rules and each of Messrs. Allen and Fisher and Ms. Breard have been designated as an “audit committee financial expert” by the Board ~~in its general oversight~~of Directors.

Management has the responsibility for the Company’s financial statements and overall financial reporting process, including the Company’s internal controls. Management also is responsible for reporting on the effectiveness of the Company’s ~~financial reporting,~~ internal control ~~and audit functions. The Company’s management is responsible for the preparation, presentation and integrity of our consolidated~~over financial ~~statements, accounting and financial reporting principles, internal controls and procedures designed to assure compliance with accounting standards, applicable laws and regulations.~~reporting. The Company’s independent registered public accounting firm, KPMG, ~~LLP (“KPMG”), is responsible for performing~~has the responsibility to conduct an independent audit ~~of the consolidated financial statements~~ in accordance with the standards of the Public Company Accounting Oversight Board (United States).

~~Among other matters,~~ (the “PCAOB”) and to issue an opinion on whether or not the ~~Audit Committee monitors~~financial statements present fairly, in all material respects, the ~~activities~~financial position of the Company and ~~performance~~the results of its operations and its cash flows in conformity with U.S. generally accepted accounting principles. KPMG also is responsible for issuing an attestation report on the effectiveness of the Company’s internal ~~auditors and KPMG, including the audit scope, auditor independence matters and the extent to which KPMG may be retained to perform non-audit services.~~control over financial reporting based upon its audit. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditors retained to audit our financial statements. The Audit Committee is responsible for the audit fee negotiations associated with our retention of KPMG. The members of the Audit Committee and the Board believe that the continued retention of KPMG to serve as our independent auditor is in our and our stockholders’ best interest. KPMG has ~~the ultimate authority and responsibility to select, evaluate, and when appropriate, replace the~~served as our independent registered public accounting ~~firm.~~ firm since 1990.

The Audit Committee’s responsibility is to monitor and oversee these processes. As part of its oversight responsibilities, the Audit Committee ~~also reviews the results of the internal auditors’ and KPMG’s work~~meets with ~~regard to the adequacy and appropriateness of~~ the Company’s financial, accounting and internal controls, including obtaining progress reports throughout the year on the Company’s compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee engaged in regular discussions with theChief Financial Officer, Principal Accounting Officer, General Counsel, Vice President of Internal Audit and KPMG (with and without management present) to discuss the ~~presence~~adequacy and effectiveness of ~~members~~the Company’s internal controls and the quality of ~~management during 2015. Management and KPMG presentations~~the financial reporting process.

Prior to ~~and discussions~~the filing of the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 with the ~~Audit Committee also covered various topics and events that have significant financial impact on the Company or were the subject of discussions between management and KPMG. In this context,~~SEC, the Audit ~~Committee met ten times during 2015. As needed at such meetings, the Audit Committee held executive sessions~~Committee:

Reviewed and discussed with ~~the Chief Financial Officer, the General Counsel and Secretary, the Principal Accounting Officer, the Vice President of Internal Audit and KPMG.~~

~~Management has reviewed and discussed~~management the Company’s audited consolidated financial statements included in the Form10-K and considered management’s view that the financial statements present fairly, in all material respects, the Company’s financial condition and results of operations.

Reviewed and discussed with management and KPMG the ~~Audit Committee including a discussion~~effectiveness of the ~~quality, not just~~Company’s internal control over financial reporting, including management’s report and KPMG’s attestation report on that topic.

•

Discussed with KPMG the matters related to the conduct of its audit that are required to be communicated by auditors to audit committees in accordance with the standards of the PCAOB Auditing Standard No. 1301,Communications with Audit Committees.

Received the ~~acceptability, of~~required written communications from KPMG that disclose all relationships that may reasonably be thought to bear on its independence and to confirm its independence from the ~~relevant accounting principles,~~Company. Based upon these communications, the reasonableness of significant judgments made in connection with critical accounting estimates and the accuracy and clarity of disclosures in the consolidated financial statements. In addressing the quality of management’s accounting judgments, members of the Audit Committee asked for management’s representations that the audited consolidated financial statements of the Company have been prepared in conformity with United States generally accepted accounting principles.

~~The~~ Audit Committee discussed with KPMG its independence from the ~~matters required to be discussed with~~Company. In considering the independence of KPMG, the Audit Committee ~~under Public Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees”~~took into consideration the amount and ~~Rule 2-07~~nature of ~~Regulation S-X, “Communication with Audit Committees.” KPMG also provided~~the fees paid to the Audit Committee a letter with the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding independence, and the Audit Committee has discussed with KPMG its independence.firm fornon-audit services, as described below.

~~Based~~In reliance on the ~~Audit Committee’s~~review and discussions ~~with management and KPMG and its review of the representations of management and the reports of KPMG to the Audit Committee,~~described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in ~~Insight’s annual report~~the Company’s Annual Report on Form10-K for the fiscal year ended December 31, ~~2015 filed~~2017, for filing with the SEC.

~~AUDIT COMMITTEE:~~Respectfully submitted by the Audit Committee of the Board of Directors.

~~Richard E. Allen, Chair~~


		Richard E. Allen, Chair
	Bruce W. Armstrong
~~Anthony A. Ibargüen~~		Linda Breard
	Michael M. Fisher
~~Robertson C. Jones~~		Anthony A. Ibargüen
	Girish Rishi

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 Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any such filings.

~~RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Independent Registered Public Accounting Firm Fees and Independence

~~KPMG served as our~~

The Audit Committee reviews and approves the external auditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit Committee Charter limits the types ofnon-audit services that may be provided by the independent ~~registered public accounting firm~~auditors. Any permittednon-audit services to be performed by the independent auditors must bepre-approved by the Audit Committee after the committee is advised of the nature of the engagement and particular services to be provided. The Audit Committeepre-approved audit fees and all permittednon-audit services of the independent auditor in 2017. Responsibility for thispre-approval may be delegated to one or more members of the Audit Committee; all such approvals, however, must be disclosed to the Audit Committee at its next regularly scheduled meeting. The Audit Committee may not delegate authority forpre-approvals to management.

The following table presents fees paid or accrued for the ~~year~~audit of the Company’s annual consolidated financial statements and all other professional services rendered by KPMG for the years ended December 31, ~~2015~~2017 and ~~has served in that capacity since being appointed in 1988. The Audit Committee has reappointed KPMG as our independent auditor for the year ending December 31,~~ 2016. ~~Pursuant to its charter, the Audit Committee has sole authority to retain (subject to ratification by stockholders) and terminate the Company’s independent registered public accounting firm.~~

~~Fees and Independence~~


KPMG Fees	Years Ended December 31
KPMG Fees	2017		2016
Audit fees		$2,858,000		$2,295,000
Audit-related fees		$220,000		$126,000
Tax fees		$618,000		$148,000
All other fees		-		-
Total fees		$3,696,000		$2,569,000

Audit Fees. ~~KPMG billed us an aggregate~~Consists principally of ~~$2,399,000 and $2,442,000~~fees for professional services rendered for the audit of our consolidated financial statements, reviews of our consolidated financial statements included in our quarterly reports on Form10-Q and statutory audits for foreign ~~subsidiaries for the years ended December 31, 2015 and 2014, respectively.~~subsidiaries.

Audit-Related Fees. ~~Audit-related~~Consists principally of fees ~~billed by KPMG for the years ended December 31, 2015 and 2014 were $92,000 and $130,000, respectively, and included~~related to examinations associated with the ~~Company’s Service Organization Controls~~service organization controls reporting and other assurance reporting.

Tax Fees.~~Tax fees billed by KPMG for the years ended December 31, 2015 and 2014 were $92,000 and $89,000, respectively, and included~~Consists principally of fees for services relating to tax compliance and tax planning and advice, including assistance with tax audits.

All Other Fees. There were no other fees paid to KPMG for the years ended December 31, ~~2015~~2017 and ~~2014.~~2016.

The Audit Committee has determined that the provision of services by KPMG described in the preceding paragraphs is compatible with maintaining KPMG’s independence. All permissiblenon-audit services provided by KPMG in ~~2015~~2017 werepre-approved by the Audit Committee. In addition, no audit engagement hours were spent by people other than KPMG’s employees, KPMG member firms located outside the United States and other third-party service providers operating under KPMG’s supervision.

FREQUENTLY ASKED QUESTIONS CONCERNING THE ANNUAL MEETING

Why did I receive these proxy materials?

These proxy materials are first being distributed on or about April 6, 2018 to stockholders of the Company in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting of Stockholders on May 10, 2018, at 11:00 a.m. MST, at Insight Client Support Center, 910 West Carver Road, Tempe, Arizona, and any postponement or adjournment thereof. This proxy statement describes the matters on which you, as a stockholder of the Company, are entitled to vote. It also includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

What is the purpose of the Annual Meeting?

At the Annual Meeting of Stockholders, stockholders will be asked to vote (1) to elect the nine director nominees named in this proxy statement for a term expiring at the 2019 Annual Meeting of Stockholders, (2) to approve, on an advisory basis, the compensation of our Named Executive Officers, and (3) to ratify the appointment of the Company’s independent registered public accounting firm. See the sections entitled “Proposal 1—Election of Directors,” “Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation,” and “Proposal 3—Ratification of Independent Registered Public Accounting Firm.” The ~~Audit Committee has adopted procedures for pre-approving all audit and permissible non-audit services provided by KPMG. For each non-audit service,~~Board of Directors does not know of any matters to be brought before the meeting other than as ~~defined~~set forth in the ~~policy, performed by KPMG, an engagement letter confirming~~Notice of Annual Meeting of Stockholders (the “Notice”).

Who can attend the ~~scope and terms~~Annual Meeting?

Only holders of our common stock as of the ~~work~~close of business on the record date, which was March 22, 2018, or their duly appointed proxies, may attend the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you will be required to show the notice or voting instructions form you received from your broker, bank or other nominee or a copy of a statement (such as a brokerage statement) from your broker, bank or other nominee reflecting your stock ownership as of March 22, 2018 in order to be ~~performed~~admitted to the Annual Meeting. All attendees must bring a government-issued photo ID to gain admission to the Annual Meeting. Please note that recording devices, photographic equipment, large bags and packages will not be permitted in the meeting room.

Who is ~~obtained by management. The terms~~entitled to vote at the Annual Meeting?

Holders of our common stock as of the ~~engagement~~close of business on the record date, which was March 22, 2018, are ~~summarized~~entitled to notice of, and to vote at, the Annual Meeting. As of March 22, 2018, there were 36,068,742 shares of our common stock outstanding and entitled to vote at the Annual Meeting, with each share entitled to one vote.

How do I vote at the Annual Meeting?

Stockholders of record can vote in one of four ways:

By telephone—You may use the toll-free telephone number shown on your Notice or proxy card;

Via the Internet—You may visit the Internet website indicated on your Notice or proxy card and follow theon-screen instructions;

By mail—You may date, sign and promptly return your proxy card by ~~management~~mail in a postage prepaid envelope; or

In person—You may deliver a completed proxy card at the meeting or vote in person.

Voting instructions for stockholders of record (including instructions for both telephonic and ~~submitted~~Internet voting) are provided under the heading “Voting Information” of this proxy statement and on the proxy card. The telephone and Internet voting procedures are designed to authenticate stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholders’ instructions have been recorded properly. A control number, located on the ~~Audit Committee for pre-approval. Any modification~~Notice and the proxy card, will identify stockholders and allow them to ~~an executed engagement letter~~submit their proxies and confirm that their voting instructions have been properly recorded. Costs associated with telephone and electronic access, such as usage charges from telephone companies and Internet access providers, must ~~also~~ be ~~pre-approved~~borne by the ~~Audit Committee. As permitted~~stockholder. If you submit your proxy by ~~Section 10A(i)(3)~~telephone or via the Internet, it will not be necessary to return your proxy card. The deadline for voting by telephone or via the Internet is 11:59 p.m. CT on Wednesday, May 9, 2018.

If your shares are held through a broker, bank or other nominee, please follow the voting instructions on the form you receive from such institution. In such situations, the availability of telephone and Internet voting will depend on your institution’s voting procedures. If you wish to vote in person at the Annual Meeting, you must first obtain a proxy issued in your name from the institution that holds your shares.

What if I do not vote or do not indicate how my shares should be voted on my proxy card?

If a stockholder of record does not return a signed proxy card or submit a proxy by telephone or via the Internet, and does not attend the meeting and vote in person, his or her shares will not be voted. Shares of our common stock represented by properly executed proxies received by us or proxies submitted by telephone or via the Internet, which are not revoked, will be voted at the meeting in accordance with the instructions contained therein.

If you submit a properly completed proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the Board of Directors recommends on such proposal.

What if my shares of the ~~Exchange Act,~~Company’s common stock are held for me by a broker?

If you are the ~~Audit Committee~~beneficial owner of shares held for you by a broker, your broker must vote those shares in accordance with your instructions. A “brokernon-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 ~~delegated pre-approval authority~~not received instructions from the beneficial owner.

Non-Discretionary Items.The election of directors (Proposal 1) and the advisory vote to ~~the Chair~~approve Named Executive Officer compensation (Proposal 2) may not be voted on by your broker if it has not received voting instructions.

Discretionary Items.The ratification of the Audit Committee for all engagements under $100,000. The Chair of the Audit Committee must report any pre-approval decisions to the Audit Committee at its next regular quarterly meeting. Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002, our Audit Committee has approved all auditing and non-audit services performed to date and currently planned to be provided related to the fiscal year 2015 by KPMG. The services include the annual audit, quarterly reviews, statutory audits for foreign subsidiaries, issuances of consents related to SEC filings and certain tax compliance services.

~~PROPOSAL NO. 4~~

~~RATIFICATION OF THE APPOINTMENT OF~~ KPMG LLP

~~AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~Our Audit Committee has retained KPMG~~ as ~~our~~the Company’s independent registered public accounting firm ~~for~~(Proposal 3) is a discretionary item. Generally, brokers that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

How can I change my votes or revoke my proxy after I have voted?

Any proxy signed and returned by a stockholder or submitted by telephone or via the ~~year ending December 31, 2016, and we are asking stockholders to ratify that appointment. Although ratification by stockholders~~Internet may be revoked or changed at any time before it is ~~not required,~~exercised at the ~~Board is submitting the selection~~Annual Meeting or any adjournments or postponements thereof by:

Mailing written notice of ~~KPMG~~revocation or change to our ~~stockholders as~~Corporate Secretary at Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283;

Delivering a later-dated proxy (either in writing, by telephone or via the Internet); or

Voting in person at the meeting.

Attendance at the meeting will not, in and of itself, constitute revocation of a proxy.

Will my votes be publicly disclosed?

No. As a matter of ~~good corporate practice.~~policy, stockholder proxies, ballots and tabulations that identify individual stockholders are not publicly disclosed and are available only to the inspector of election and certain employees, who are obligated to keep such information confidential.

Who will count the votes?

A representative of the Company will serve as the inspector of election for the Annual Meeting and will count the votes.

What if other matters come up during the Annual Meeting?

If any other matters properly come before the meeting, including a question of adjourning or postponing the meeting, the persons named in the proxies or their substitutes acting thereunder will have discretion to vote on such matters in accordance with their best judgment.

What constitutes a quorum at the Annual Meeting?

The presence at the Annual Meeting of Stockholders, in person or represented by proxy, of the holders of a majority in voting power of the outstanding capital stock entitled to vote at the Annual Meeting is required to constitute a quorum to transact business at the Annual Meeting. Abstentions and brokernon-votes will be counted toward the establishment of a quorum.

How many votes are required to approve each matter to be considered at the Annual Meeting?

Proposal 1: Election of director nominees named in this proxy statement. Each of the nine 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 the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment but will not necessarily select another firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a ~~different independent registered public accounting firm at any time during~~contested election, director nominees who receive the ~~year if~~most votes for the ~~Audit Committee determines that such a change would~~number of seats up for election will be inelected. Brokernon-votes and abstentions will have no effect on the ~~best interests of the Company and our stockholders.~~proposal.

~~We expect that representatives of KPMG will attend the annual meeting in Tempe, Arizona, have an opportunity~~Proposal 2: Advisory vote to ~~make a statement and be available to respond to appropriate questions.~~

~~Vote Required~~

approve Named Executive Officer compensation.The affirmative vote of the holders of a majority of the shares entitled to vote on the proposal, present in person or represented by proxy at the ~~annual~~ meeting is required ~~for~~to approve, on an advisory,non-binding basis, the ~~advisory approval of Proposal No. 4.~~compensation paid to our Named Executive Officers. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the ~~same~~ effect asof a ~~vote cast against Proposal No. 4, and broker~~ negative vote. Brokernon-votes ~~shall~~ will not be ~~treated~~counted as ~~votes cast~~present and entitled to vote on the proposal and will therefore have no effect on ~~Proposal No. 4.~~

~~YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS~~the outcome of the proposal.

~~A VOTEFOR~~ ~~THE RATIFICATION OF THE APPOINTMENT OF~~Proposal 3: Ratification of KPMG LLP as the Company’s independent registered public accounting firm.The affirmative vote of the holders of a majority of the shares entitled to vote on the proposal, present in person or represented by proxy at the meeting is required to ratify KPMG LLP as the Company’s independent registered public accounting firm for 2018. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. Brokernon-votes will not be counted as present and entitled to vote on the proposal and will therefore have no effect on the outcome of the proposal.

~~AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Who pays to prepare, mail and solicit the proxies?

~~FOR THE YEAR ENDING DECEMBER~~

We will bear the costs of solicitation of proxies for the Annual Meeting of Stockholders, including preparation, assembly, printing and mailing of the Notice, this proxy statement, the Annual Report on Form10-K for the year ended December 31, ~~2016~~2017 (the “Annual Report”), the proxy card and any additional information furnished to stockholders. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding any solicitation materials to such beneficial owners. Proxies may be solicited in person or by mail, telephone or electronic transmission on our behalf by our directors, officers or employees. However, we do not reimburse or pay additional compensation to our own directors, officers or other employees for soliciting proxies. In addition, we have retained Okapi Partners LLP to assist us in the distribution and solicitation of proxies. We estimate that we will pay Okapi Partners LLP approximately $9,500, plus reimbursement ofout-of-pocket expenses, for its services.

OTHER BUSINESS

The Board of Directors has no knowledge of any other matter to be submitted at the Annual Meeting. If any other matter shall properly come before the Annual Meeting, including a question of adjourning or postponing the meeting, the persons named in the proxy card or their substitutes acting thereunder will have discretionary authority to vote the shares thereby represented in accordance with their best judgment.

~~STOCKHOLDER PROPOSALS~~Annual Report

A copy of our Annual Report on Form10-K for the year ended December 31, 2017 is being furnished to stockholders concurrently herewith. Insight will mail without charge, upon written request, another copy of our Annual Report, 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 is also available athttp://investor.insight.com/financial-information.

Householding

Company stockholders who share an address may receive only one copy of this proxy statement and the Annual Report from their bank, broker or other nominee, unless contrary instructions are received. We will deliver promptly a separate copy of this proxy statement and Annual Report 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. If you wish to receive separate copies of this proxy statement and the Annual Report in the future, or if you are receiving multiple copies and would like to ~~make~~receive a ~~proposal at~~single copy for your household, you should contact your broker, bank or other nominee.

Stockholder Proposals and Director Nominations for the 2019 Annual Meeting

Proposals that stockholders wish to submit for inclusion in our ~~2017 annual meeting~~proxy statement for our 2019 Annual Meeting of Stockholders pursuant to Rule14a-8 of under the Exchange Act we must ~~receive it~~be received by our Corporate Secretary at Insight Enterprises, Inc., 6820 S. Harl Avenue, Tempe, Arizona 85283 no later than December ~~6, 2016 in order that it may~~7, 2018. Any stockholder proposal submitted for inclusion must be ~~considered~~eligible for inclusion in ~~the~~our proxy statement in accordance with the rules and ~~form of proxy relating~~regulations promulgated by the SEC.

With respect to ~~that meeting.~~

~~Stockholders may propose director candidates~~proposals submitted by a stockholder 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 ofat our ~~common stock.~~

~~If any stockholder intends to present a proposal at the 2017 annual meeting of stockholders without~~2019 Annual Meeting but not for inclusion ~~of such proposal~~ in our proxy ~~materials, we must receive~~statement for such annual meeting, timely notice of ~~such~~any stockholder proposal must be received by us in accordance with our Amended and Restated Bylaws no earlier than February ~~17, 2017 and no~~9, 2019 nor later than March ~~19, 2017. Any~~ 11, 2019. With respect to stockholders wishing to recommend nominees for election to the Board at our 2019 Annual Meeting, timely

notice of any director nomination must be received ~~prior~~by us in accordance with our Amended and Restated Bylaws no earlier than February 9, 2019 nor later than March 11, 2019. Such notices must contain the information required by our Amended and Restated Bylaws.

Please refer to ~~February 17, 2017~~our Amended and Restated Bylaws for additional information and requirements regarding stockholder proposals and director nominations. We will not consider any proposal or ~~after March 19, 2017~~nomination that is ~~untimely.~~not timely or otherwise does not meet our Amended and Restated Bylaws’ and the SEC’s requirements for submitting a proposal or nomination, as applicable. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and any other applicable requirements. ~~Proposals should be addressed to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283.~~

~~OTHER MATTERS~~

We know of no other matters to be brought before the annual meeting. If any other matter properly comes before the annual meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares represented by the proxies as the Board of Directors may recommend.

FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve substantial risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include, but are not limited to, statements made in the Compensation Discussion and Analysis section of this proxy statement regarding the benefits and anticipated results of our compensation programs and the Compensation Committee’s plans and intentions relating ~~thereto and our expectations related to the sufficiency of shares to administer our equity-based incentive compensation program until our 2021 annual meeting.~~thereto. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by law. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned under the heading “Risk Factors” in our ~~annual report on Form 10-K~~Annual Report (accompanying this ~~report)~~proxy statement), and in ~~the periodic reports that we file~~any of our subsequent filings with the ~~SEC on Form 10-Q.~~SEC.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY ~~18, 2016~~10, 2018

The proxy materials for the Company’s annual meeting of stockholders, including ~~the 2015 annual report~~our Annual Report on Form10-K for the year ended December 31, 2017 and this proxy statement, are available over the Internet by accessing the Company’s website athttp://~~nsit.client.shareholder.com/financials.cfm.~~investor.insight.com/financial-information. Other information on the Company’s website does not constitute part of the Company’s proxy materials.

~~Annex A~~

~~FIRST AMENDMENT TO THE~~

~~AMENDED INSIGHT ENTERPRISES, INC. 2007 OMNIBUS PLAN~~

~~Insight Enterprises, Inc. a Delaware corporation (the “Company”), previously established~~It is important that your proxy be returned promptly, whether by mail, by telephone or via the ~~Insight Enterprises, Inc. 2007 Omnibus Plan (the “Prior Plan”).~~Internet. The ~~Prior Plan was amended and restated in its entirety effective as of May 18, 2011, upon shareholder approval of the Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the “Plan”)~~proxy may be revoked at ~~the Company’s 2011 Annual Meeting. By adoption of this First Amendment, the Company now desires to amend the Plan as set forth below.~~

~~1. This First Amendment shall be effective as of the date on which~~any time by you before it is ~~approved by the Company’s shareholders at the Company’s 2016 Annual Meeting.~~

~~2. Section 4.2 (Share Usage) of the Plan is hereby amended by adding the following new subsection (e) to the end thereof to read as follows:~~

(e) Notwithstanding any provision in this Plan document to the contrary, the aggregate Grant Date Fair Market Value of Awards granted to any one Participant who is a non-employee director during any one calendar year shall not exceed $270,000.

~~3. Section 6 (Awards) of the Plan is hereby amended by adding the following new Section 6.4 (Clawback) to the end thereof to read as follows:~~

~~6.4 Clawback~~

Every Award issued pursuant to this Plan is subject to potential forfeiture or recovery to the fullest extent called for by law, any applicable listing standard, or any current or future clawback policy that may be adopted by the Company from time to time, including, without limitation, any clawback policy adopted to comply with the final rules issued by the Securities and Exchange Commission and the final listing standards to be adopted by the NASDAQ Stock Market pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting an Award, each Participant consents to the potential forfeiture or recovery of his or her Awards pursuant to applicable law and/or listing standard, or Company clawback policy as it may be amended from time to time, and agrees to be bound by and comply with the clawback policy and to return the full amount required by the clawback policy. As a condition to the receipt of any Award, a Participant may be required to execute any requested additional documents consenting to and agreeing to abide by the Company clawback policy as it may be amended from time to time.

~~4. Section 16.1 (Performance Criteria) of the Plan is hereby amended and restated in its entirety to read as follows:~~

~~16.1 Performance Criteria~~

If an Award is subject to this Section 16, then the lapsing of restrictions thereon and the distribution of cash, shares of Common Stock or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one of or any combination of the following “performance criteria” for the Company as a whole or any business unit of the Company, as reported or calculated by the Company: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, for periods prior to December 15, 2015, extraordinary items, or for periods beginning after December 15, 2015, items that are unusual in nature or infrequently occurring, restructuring charges or other expenses); revenues or revenue growth; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation; total stockholder return; cost control; strategic initiatives; market share; hardware market share; net income; return on invested capital; improvements in capital structure; customer satisfaction, employee satisfaction, services performance, subscriber, cash management or asset management metrics; earnings; earnings from operations; gross profit or gross profit growth; or net sales (together, the “~~Performance Criteria”~~). Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable affiliate or business unit of the Company) under one or more of the Performance Criteria described above relative to the performance of other corporations. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: asset write-downs; litigation or claim judgments or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; any reorganization and restructuring programs; for periods prior to December 15, 2015, extraordinary nonrecurring itemsexercised as described in ~~Accounting Principles Board Opinion No. 30 and/~~this proxy statement. If you attend the meeting in person, you may withdraw any proxy (including a telephonic or ~~in Management’s Discussion~~Internet proxy) and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to shareholders for the applicable year; for periods beginning after December 15, 2015 items that are unusual in nature or infrequently occurringvote your own shares as described in Accounting Standards Update 2015-01 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operation appearing in the Company’s annual report to shareholders for the applicable year; acquisitions or divestitures; foreign exchange gains and losses; and gains and losses on asset sales. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of the exemption under Section 162(m) of the Code.

~~5. Except as modified by~~ this First Amendment, the provisions of the Plan shall continue in full force and effect. Regardless of whether this First Amendment is approved, the Plan shall remain in effect until May 18, 2021, which is the termination date set forth in Section 17.2 of the Plan.

~~IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this day of , 2016.~~proxy statement.


~~INSIGHT ENTERPRISES, INC.~~		By Order of the Board of Directors,

~~By:~~
~~Its:~~		Samuel C. Cowley
		Senior Vice President, General Counsel and Secretary

April 6, 2018

APPENDIX A

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIESNON-GAAP ADJUSTED

FINANCIAL MEASURE RECONCILIATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)


	Years Ended December 31,

	2017			2016			2015
Non-GAAP Adjusted Consolidated EFO:
GAAP consolidated EFO	$	179.3		$	148.8		$	126.5
Severance and restructuring expenses		9.0			4.6			4.9
Acquisition-related expenses		3.3			4.4			-
Loss on sale of foreign entity		3.6			-			-
Gain on sale of real estate for which anon-cash impairment charge was previously reported		-			(0.3	)		-
Non-cash real estate impairment		-			-			0.8
Other		(0.5	)		0.3			0.4

Non-GAAP Adjusted consolidated EFO	$	194.7		$	157.8		$	132.6



Non-GAAP Adjusted Consolidated Diluted EPS:
GAAP consolidated diluted EPS	$	2.50		$	2.32		$	1.98
Severance and restructuring expenses		0.25			0.13			0.13
Acquisition-related expenses		0.09			0.12			-
Loss on sale of foreign entity		0.10			-			-
Gain on sale of real estate for which anon-cash impairment charge was previously reported		-			(0.01	)		-
Non-cash real estate impairment		-			-			0.02
Income taxes onnon-GAAP adjustments		(0.07	)		(0.04	)		(0.02	)
Tax expense related to U.S. federal tax reform		0.37			-			-

Non-GAAP Adjusted consolidated diluted EPS	$	3.24		$	2.52		$	2.11



Non-GAAP Adjusted U.S. EFO:
GAAP EFO for North America Segment	$	153.7		$	116.9		$	103.8
Severance and restructuring expenses		4.0			2.9			1.2
Acquisition-related expenses		3.2			4.3			-
Gain on sale of real estate for which anon-cash impairment charge was previously reported		-			(0.3	)		-
Non-cash real estate impairment		-			-			0.8

Non-GAAP Adjusted EFO for North America Segment		160.9			123.8			105.8
Less: EFO for Canada operations and other		(15.8	)		(10.6	)		(7.4	)

Non-GAAP Adjusted EFO for U.S. operations	$	145.1		$	113.2		$	98.4



Non-GAAP Adjusted EMEA EFO:
GAAP EFO for EMEA Segment	$	17.4		$	23.9		$	16.6
Severance and restructuring expenses		4.9			1.5			3.8
Acquisition-related expenses		0.1			-			-
Loss on sale of foreign entity		3.6			-			-
Other		(0.5	)		0.5			(0.8	)

Non-GAAP Adjusted EFO for EMEA Segment	$	25.5		$	25.9		$	19.6

APPENDIX A

(continued)


	Years Ended December 31,

	2017			2016			2015
Non-GAAP Adjusted ROIC:
GAAP consolidated EFO	$	179.3		$	148.8		$	126.5
Severance and restructuring expenses		9.0			4.6			4.9
Acquisition-related expenses		3.3			4.4			0.4
Loss on sale of foreign entity		3.6			-			-
Gain on sale of real estate for which anon-cash impairment charge was previously reported		-			(0.3	)		-
Non-cash real estate impairment		-			-			0.8
Other		(0.3	)		0.3			-

Non-GAAP Adjusted consolidated EFO		194.9			157.8			132.6
Income tax expense*		72.1			58.4			49.0

Non-GAAP Adjusted consolidated EFO, net of tax	$	122.8		$	99.4		$	83.6


Average stockholders’ equity**	$	780.6		$	694.5		$	683.8
2008 goodwill impairment charge, net of tax		276.7			276.7			276.7
Average debt**		316.1			121.0			68.9
Average cash**		(184.7	)		(183.1	)		(172.2	)

Invested capital	$	1,188.7		$	909.1		$	857.2


Non-GAAP Adjusted ROIC***		10.33%			10.93%			9.75%

Assumed tax rate of 37%

àà

Average of previous five quarters

ààà

Computed asnon-GAAP Adjusted consolidated earnings from operations, net of tax divided by invested capital

Constant Currency

In addition, the Company refers to changes in financial results in constant currency. Such year over year comparisons of financial results exclude the effects of fluctuating foreign currency exchange rates. In computing these changes and percentages, the Company compares the current year amount as translated into U.S. dollars under the applicable accounting standards to the prior year amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period.

USE OFNON-GAAP FINANCIAL MEASURES

Thenon-GAAP financial measures (referred to in this proxy statement as Adjusted EFO, Adjusted Diluted EPS and Adjusted ROIC) exclude the items noted above. The Company excludes these items when internally evaluating its results of operations. Thesenon-GAAP measures are used to evaluate financial performance against budgeted amounts, to calculate incentive compensation, to assist in forecasting future performance and to compare the Company’s results to those of the Company’s competitors. Thesenon-GAAP financial measures are not prepared in accordance with GAAP and may be different fromnon-GAAP financial measures presented by other companies.Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

LOGO

Shareowner Services
~~P.O. Box 64945~~
~~St. Paul, MN 55164-0945~~

P.O. Box 64945
St. Paul, MN 55164-0945
Address Change? Mark box, sign, and indicate changes below:☐


				~~COMPANY #~~

~~Vote by Internet, Telephone or Mail~~

TO VOTE BY INTERNET OR

TELEPHONE, SEE REVERSE SIDE

OF THIS PROXY CARD.

~~24 Hours a Day, 7 Days a Week~~


~~Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.~~

		~~INTERNET –~~ ~~www.proxypush.com/nsit~~

		~~Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 17, 2016.~~

		~~PHONE –~~~~1-866-883-3382~~

		~~Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 17, 2016.~~

		~~MAIL –~~ ~~Mark, sign and date your proxy card and return it in the postage-paid envelope provided.~~

~~If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.~~

TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,

SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.

The Board of Directors recommends you vote FOR the ~~following proposals:~~election of the nominees for director in

Proposal 1 and FOR Proposals 2 and 3.

1.Election of ~~five~~Nine Directors:

Richard E. Allen

~~For~~

☐

For

~~Against~~

☐

Against

☐

Abstain

02 ~~Bennett Dorrance~~

Bruce W. Armstrong

~~For~~

☐

~~Against~~

For

☐

Against

☐

Abstain

03 ~~Michael M. Fisher~~

Linda Breard

~~For~~

☐

~~Against~~

For

☐

Against

☐

Abstain

Please fold here – Do not separate

04 ~~Catherine Courage~~

Timothy A. Crown

~~For~~

☐

~~Against~~

For

☐

Against

☐

Abstain

05 ~~Bruce W. Armstrong~~

Catherine Courage

~~For~~

☐

~~Against~~

For

☐

Against

☐

Abstain

Anthony A. Ibargüen

☐

For

☐

Against

☐

Abstain

Kenneth T. Lamneck

☐

For

☐

Against

☐

Abstain

Kathleen S. Pushor

☐

For

☐

Against

☐

Abstain

Girish Rishi

☐

For

☐

Against

☐

Abstain

2.Advisory vote(non-binding) to approve named executive officer compensation

☐

For

☐

Against

☐

Abstain

3.~~Approval of the First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan~~

~~For~~

~~Against~~

~~Abstain~~

4. Ratification of the appointment of KPMG LLP as our independent registered public

accounting firm for the year ending December 31, ~~2016~~2018

~~For~~

☐

For

~~Against~~

☐

Against

☐

Abstain

Note: To transact such other business as may properly come before ~~the Annual Meeting or any adjournments or postponements of~~ the Annual Meeting or any adjournments or postponements of the

Annual Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS AND AT THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER(S) THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

~~Address Change? Mark box, sign, and indicate changes below:~~ ¨

Date

~~Date~~

Signature(s) in Box

Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

INSIGHT ENTERPRISES, INC.

ANNUAL MEETING OF STOCKHOLDERS

~~Wednesday,~~Thursday, May ~~18, 2016~~10, 2018

9:11:00 a.m. Mountain Standard Time

INSIGHT CLIENT SUPPORT CENTER

910 West Carver Road, Suite 110

Tempe, AZ 85284

LOGO

Insight Enterprises, Inc.

910 West Carver Road, Suite 110

Tempe, AZ 85284

proxy

This proxy is solicited by the Board of Directors for use at the 2018 Annual Meeting of Stockholders on May ~~18, 2016.~~10, 2018.

The shares of stock you hold in your account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted “FOR” ~~Items~~the election of the nominees for director in Proposal 1 and “FOR” Proposals 2 3 and 43, and at the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

By signing the proxy, you revoke all prior proxies and appoint KENNETH T. LAMNECK and ~~MICHAEL L. WALKER,~~SAMUEL C. COWLEY, individually and together, and with full power of substitution, to vote your shares of common stock of Insight Enterprises, Inc. on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments or postponements of the meeting.

~~See reverse for voting instructions.~~Vote by Internet, Telephone or Mail

24 Hours a Day, 7 Days a Week

Your phone or Internet vote authorizes the named proxies to vote your shares

in the same manner as if you marked, signed and returned your proxy card.




INTERNET/MOBILE	PHONE	MAIL
www.proxypush.com/nsit Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 9, 2018.	1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 9, 2018.	Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.


			Payment of Filing Fee (Check the appropriate box):

x		No fee required.

	¨		Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

		~~(1)~~		(1) Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 ~~(Set~~ (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
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¨		Fee paid previously with preliminary materials.

	¨		Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		~~(1)~~		(1) Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:


Name	Fees earned or paid in cash ($)		Stock Awards ($)(1)(2)		Total ($)
Richard E. Allen		110,000		110,030		220,030
Bruce W. Armstrong		80,000		110,030		190,030
Linda Breard		-		-		-
Catherine Courage		80,000		110,030		190,030
Timothy A. Crown		150,000		110,030		260,030
Bennett Dorrance⁽³⁾		80,000		110,030		190,030
Michael M. Fisher⁽³⁾		80,000		110,030		190,030
Anthony A. Ibargüen		90,000		110,030		200,030
Robertson C. Jones⁽³⁾		29,890		-		29,890
Kathleen S. Pushor		100,000		110,030		210,030
Girish Rishi		4,348		45,214		49,562


Name	Unvested Stock Awards
Richard E. Allen		5,965
Linda Breard		-
Bruce W. Armstrong		5,212
Catherine Courage		5,648
Timothy A. Crown		5,965
Bennett Dorrance⁽³⁾		5,965
Michael M. Fisher⁽³⁾		5,965
Anthony A. Ibargüen		5,965
Kathleen S. Pushor		5,965
Girish Rishi		1,221


	Shares of Common Stock Beneficially Owned⁽¹⁾
Name	Number of Shares	~~By Order of the Board of Directors,~~

			~~/s/ Michael L. Walker~~

~~Tempe, Arizona~~			~~Michael L. Walker~~
~~April 5, 2016~~			~~Associate General Counsel and Assistant Secretary~~


	~~Page~~ Percent
~~Proxy Summary~~BlackRock, Inc.	5,209,461⁽²⁾		114.60%
~~Information Concerning Directors and Executive Officers~~The Vanguard Group	3,442,731⁽³⁾		49.61%
~~Corporate Governance~~Dimensional Fund Advisors LP
~~The Board and Its Committees~~ 3,033,069⁽⁴⁾		108.47%
~~Governance Initiatives~~Standard Life Aberdeen plc	2,137,725⁽⁵⁾		136.00%
~~Risk Management~~Kenneth T. Lamneck	232,401		16*
~~Proposal No. 1 – Election of Directors~~Timothy A. Crown	78,859		16*
~~Compensation Discussion and Analysis~~Wolfgang Ebermann
~~Executive Summary~~ 66,037		17*
~~Response to Last Year’s “Say-on-Pay” Vote~~Glynis A. Bryan	48,883		19*
~~Discussion and Analysis~~Steven W. Dodenhoff	43,721		20*
~~Chief Executive Officer Compensation~~Bennett Dorrance⁽⁷⁾	43,387		33*
~~Other Compensation Policies~~Michael P. Guggemos	29,198		33*
~~Tax and Accounting Considerations~~Richard E. Allen	26,120		35*
~~Compensation Committee Report~~Michael M. Fisher⁽⁷⁾	14,003		35*
~~Compensation Committee Interlocks and Insider Participation~~Anthony A. Ibargüen	8,887		36*
~~Summary Compensation Table~~Kathleen S. Pushor	3,887		36*
~~Grants of Plan-Based Awards~~Catherine Courage	1,916		38*
~~Outstanding Equity Awards at Fiscal Year-End~~Bruce W. Armstrong	1,480⁽⁶⁾		39*
~~Option Exercises and Stock Vested Table~~Girish Rishi	-		40*
~~Employment Agreements, Severance and Change in Control Plans~~Linda Breard	-		41*
~~Director Compensation~~All directors and executive officers as a group (18 persons)	631,661⁽⁶⁾		46
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		48
~~Related Party Transactions~~		48
~~Code of Ethics~~		49
~~Security Ownership of Certain Beneficial Owners and Management~~		50
~~Proposal No. 2 – Advisory Vote to Approve Named Executive Officer Compensation~~		51
~~Securities Authorized for Issuance under Equity Compensation Plans~~		52
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		53
~~Audit Committee Report~~		61
~~Relationship with Independent Registered Public Accounting Firm~~		63
~~Proposal No. 4 – Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm~~		64
~~Stockholder Proposals~~		64
~~Other Matters~~		65
~~Forward-Looking Statements~~		65
~~Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 18, 2016~~		65
~~First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan~~		~~A-1~~1.77%

	~~(1)~~
When:		Where:

Thursday, May 10, 2018		Insight Client Support Center
11:00 a.m. MST		910 West Carver Road, Suite 110
		Tempe, Arizona


VOTING INFORMATION			1

Who is Eligible to Vote			1

Participate in the Future of Insight – Vote Today			1

Voting in Advance of the Annual Meeting			1

Voting at the Annual Meeting			1

Frequently Asked Questions			1

PROXY SUMMARY			2

CORPORATE GOVERNANCE			7

Independence of Our Board of Directors			7

Board of Directors Leadership Structure			8

Board Refreshment			8

Board Assessment			8

Corporate Social Responsibility			8

Board and Committee Meetings			8

Board Committees			9

Board of Directors Role in Strategy			11

Board of Directors Role in Risk Oversight			11

Code of Ethics and Business Practices			12

Hedging, Short Sales and Pledging Policies			12

Communications with the Board of Directors			12

Compensation Committee Interlocks and Insider Participation			12

Related Party Transactions			12

PROPOSAL 1 – Election of Directors			14

Director Nomination Process			14

Director Qualifications			14

2018 Nominees for Election to the Board of Directors			15

DIRECTOR COMPENSATION			19

Elements of Director Compensation			19

Stock Ownership Guidelines			19

2017 Director Compensation Table			20

STOCK OWNERSHIP			21

Ownership of Our Common Stock			21

Certain Beneficial Owners, Directors and Executive Officers			22

Section 16(a) Beneficial Ownership Reporting Compliance			23

EXECUTIVE OFFICERS			23

PROPOSAL 2 – Advisory Vote to Approve Named Executive Officer Compensation			25

COMPENSATION DISCUSSION AND ANALYSIS			26

OVERVIEW			27

2017 Business Highlights			27

Our Executive Compensation Program			29

Our Executive Compensation Practices			30

2017Say-on-Pay Vote			30


WHAT WE PAY AND WHY			30

2017 Executive Compensation Decisions			30

Base Salary			31

Annual Cash Incentive Awards			31

Long-Term Equity-Based Incentive Program			36

Other Elements of Our 2017 Executive Compensation Program			39

HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS			41

Role of the Board, Compensation Committee and our Executive Officers			42

Guidance from the Compensation Committee’s Independent Compensation Consultant			42

Comparison Peer Groups			42

Alignment of Senior Management Team to Drive Performance			45

COMPENSATION COMMITTEE REPORT			45

2017 EXECUTIVE COMPENSATION			46

2017 Summary Compensation Table			46

2017 Grants of Plan-Based Awards Table			47

2017 Outstanding Equity Awards at FiscalYear-End Table			48

2017 Option Exercises and Stock Vested Table			49

Employment Agreements, Severance and Change in Control Provisions			50

EQUITY COMPENSATION PLAN INFORMATION			55

PROPOSAL 3 –Ratification of Independent Registered Public Accounting Firm			56

AUDIT COMMITTEE REPORT			56

Independent Registered Public Accounting Firm Fees and Independence			58

FREQUENTLY ASKED QUESTIONS CONCERNING THE ANNUAL MEETING			59

OTHER BUSINESS			62

Annual Report			62

Householding			62

Stockholder Proposals and Director Nominations for the 2019 Annual Meeting			62

FORWARD-LOOKING STATEMENTS			63

APPENDIX A			A-1

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIESNON-GAAP ADJUSTED FINANCIAL MEASURE RECONCILIATIONS			A-1


		More Information	Board Recommendation
Proposal 1	Election of Directors	Page 14	FOR each Director Nominee
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation	Page 25	FOR
Proposal 3	Ratification of Independent Registered Public Accounting Firm	Page 56	FOR


INTERNET / MOBILE	PHONE	MAIL

Visit 24/7:
www.proxypush.com/nsit	Dial toll free 24/7:	Mark, sign and date your
Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 9, 2018.	1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 9, 2018.	proxy card and return it in the postage-paid envelope provided.


Operating Segment	Geography	% of 2017 Consolidated Net Sales
North America	United States and Canada	77%
EMEA	Europe, Middle East and Africa	20%
APAC	Asia-Pacific	3%


Annual Compensation Elements	2017 Amount			2018 Amount
Board Retainer	$	80,000		$	80,000
Chair of the Board Retainer	$	70,000	��	$	70,000
Audit Committee Chair Retainer	$	30,000		$	30,000
Compensation Committee Chair Retainer	$	20,000		$	20,000
Nominating and Governance Committee Chair Retainer	$	10,000		$	10,000
Annual Restricted Stock Unit Grant Value	$	110,000		$	110,000

(1)
~~Who can vote?~~		~~You~~ Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. In accordance with SEC rules, a person is deemed to own beneficially any shares that such person has the right to acquire within 60 days of the date of determination of beneficial ownership. Such shares, however, are ~~entitled~~not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated by footnote, and subject to ~~vote your common stock if~~community property laws where applicable, to our ~~records show that you held your shares as of March 25, 2016,~~knowledge the ~~record date for our meeting. At~~persons or entities named in the ~~close of business on that date, 36,868,472~~table above have sole voting and investment power with respect to all shares of common stock ~~were outstanding and entitled~~shown as beneficially owned by them.

(2)	Share data based on information in an amendment to vote. Each share of common stock has one vote. The enclosed proxy card shows the number of shares that you are entitled to vote. Your individual vote is confidential. We use our transfer agent to tabulate votes, but we will not disclose your vote to others.

~~How do I vote?~~		~~If your common stock is held by~~ a broker, bank or other nominee (i.e., in street name), you will receive instructions from the registered holder that you must follow in order to have your shares voted. If you hold your shares in your own name (i.e., as a holder of record), you may vote your shares by telephone, via the Internet or by mail. To vote by mail you may instruct the persons named as proxies how to vote your shares by signing, dating and mailing the proxy card in the envelope provided. You may vote by telephone or Internet 24 hours a day, 7 days a week until 11:59 p.m. (Central Standard Time)Schedule 13G filed on ~~May 17, 2016. The enclosed proxy card contains instructions for telephone and Internet voting. You may also come to the meeting and vote your shares in person.~~


~~Timothy~~ Glynis A. ~~Crown~~Bryan (Chief Financial Officer Age ~~52)~~59 ~~• Chair of the Board~~ ~~• Chair of the Executive Committee~~ ~~• Term Expires at 2018 Annual Meeting~~		Mr. Crown has been a director since 1994 and assumed the position of Chair of the Board in November 2004. Mr. Crown has been a non-employee director since 2004. Mr. Crown, a co-founder of the Company, stepped down from the position of President and Chief Executive Officer in November 2004, positions he had held since January 2000 and October 2003, respectively. Mr. Crown is also an officer and director of various private companies, including companies in which he has made investments. The Board believes Mr. Crown’s experience as a co-founder of the Company gives him a unique perspective on the Company’s opportunities, operations and challenges, and on the industry in which we operate. Mr. Crown’s experience in co-founding over 20 companies in the public, private and not-for-profit sectors also brings to our Board a focus on innovation and managing growth in rapidly changing environments.

~~Kenneth T. Lamneck~~ ~~(Age 61)~~ ~~• President and Chief Executive Officer~~ ~~• Member of the Executive Committee~~ ~~• Term Expires at 2017 Annual Meeting~~		Mr. Lamneck was appointed President and Chief Executive Officer and a director of Insight effective January 1, 2010. From 2004 through 2009, Mr. Lamneck served as President, the Americas, at Tech Data Corporation, a wholesale distributor of technology products, where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Mr. Lamneck is a member of the board of directors of Benchmark Electronics, Inc. a publicly-held company that provides integrated manufacturing, design and engineering services to original equipment manufacturers of computers and related products. Mr. Lamneck’s knowledge of our business, based on over 20 years of industry experience and his extensive management experience, make him a valuable contributor to the Board. In addition, as our President and Chief Executive Officer, the Board believes it is appropriate for him to be a member of our Board.


~~Glynis A. Bryan~~ (Samuel C. Cowley Senior Vice President, General Counsel and Secretary Age ~~57)~~58 ~~• Chief Financial Officer~~		Ms. Bryan joined Insight 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 Logistics 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 and the audit committee of Pentair, Ltd., a diversified industrial manufacturing company.

~~Steven W. Dodenhoff~~ ~~(Age 53)~~ ~~• 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 51)~~ ~~• 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 49)~~ ~~• 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 services for a number of the company’s global business segments.

~~Helen K. Johnson~~ ~~(Age 47)~~ ~~• Senior Vice President, Finance – Chief Financial Officer, North America~~		Ms. Johnson joined Insight in October 2007 as Senior Vice President, Treasurer and on January 1, 2013, assumed the role of Chief Financial Officer of our North America operating segment. In her current role, Ms. Johnson is responsible for all finance functions in our North America business. She is also responsible for corporate financial planning and analysis and investor relations activities of the Company. Prior to joining Insight, Ms. Johnson served from 2000 to 2007 at eFunds Corporation, a publicly-held technology solutions provider to the financial institutions market, most recently as Senior Vice President, Treasurer and Investor Relations.


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	%


			Performance-Based RSU Awards
Named Executive Officer	Service-Based RSUs Awarded (#)		Target Number of Performance- Based RSUs (1)		2015 Actual Non-GAAP ROIC			Award Level			Performance- Based RSUs Awarded (#)
Kenneth T. Lamneck,
President and Chief Executive Officer		29,119		43,678		9.75	%		100	%		43,678
Glynis A. Bryan,
Chief Financial Officer		9,914		14,871		9.75	%		100	%		14,871
Steven W. Dodenhoff,
President, Insight United States		8,429		12,644		9.75	%		100	%		12,644
Wolfgang Ebermann,
President, Insight EMEA		7,663		11,495		9.75	%		100	%		11,495
Michael P. Guggemos,
Chief Information Officer		5,747		8,621		9.75	%		100	%		8,621


Name and Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Kenneth T. Lamneck,		2015		726,901		1,900,002		654,938		15,255		3,297,096
President and Chief Executive Officer		2014		709,172		1,900,013		586,485		22,249		3,217,919
		2013		691,875		1,900,005		276,750		19,606		2,888,236
Glynis A. Bryan,		2015		454,771		646,889		409,749		12,265		1,523,674
Chief Financial Officer		2014		443,679		646,880		366,923		15,826		1,473,308
		2013		432,858		646,885		173,143		10,866		1,263,752
Steven W. Dodenhoff,		2015		444,204		550,005		421,105		19,340		1,434,654
President, Insight United States		2014		433,370		550,021		239,221		20,024		1,242,636
		2013		375,000		350,003		84,630		27,180		836,813
Wolfgang Ebermann, (4)		2015		527,930		500,024		199,857		33,278		1,261,089
President, Insight EMEA		2014		578,315		950,019		280,100		38,543		1,846,977
Michael P. Guggemos,		2015		389,258		375,005		175,361		9,309		948,933
Chief Information Officer		2014		355,374		375,007		132,252		9,463		872,096
		2013		346,706		375,005		62,407		9,446		793,564


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)
Richard E. Allen		110,000		90,018		200,018
Bruce W. Armstrong⁽³⁾		—		—		—
Catherine Courage⁽³⁾		—		—		—
Timothy A. Crown		140,000		90,018		230,018
Bennett Dorrance		80,000		90,018		170,018
Michael M. Fisher		80,000		90,018		170,018
Larry A. Gunning⁽⁴⁾		80,000		90,018		170,018
Anthony A. Ibargüen		90,000		90,018		180,018
Robertson C. Jones		80,000		90,018		170,018
Kathleen S. Pushor		100,000		90,018		190,018


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		951,784	⁽¹⁾		—		3,769,996	⁽²⁾
Equity compensation plans not approved by security holders		—			—		—

Total		951,784			—		3,769,996


Name and Position	Dollar Value($)		Restricted Stock Units(#)
Named Executive Officers:
Kenneth T. Lamneck,
President and Chief Executive Officer		1,900,002		72,797
Glynis A. Bryan,
Chief Financial Officer		646,889		24,785
Steven W. Dodenhoff,
President, Insight United States		550,005		21,073
Wolfgang Ebermann,
President, Insight EMEA		500,024		19,158
Michael P. Guggemos,
Chief Information Officer		375,005		14,368
All Named Executive Officers as a Group		3,971,925		152,181	⁽¹⁾
All Non-Employee Directors as a Group (8 persons)		720,144		24,824
All Employees and Officers (who are not Named Executive Officers) as a Group (187 persons)		8,482,347		324,804	⁽²⁾



		Shareowner Services ~~P.O. Box 64945~~ ~~St. Paul, MN 55164-0945~~

		P.O. Box 64945
	St. Paul, MN 55164-0945
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