Board of Directors Role in Strategy

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. Since then, the Board has been regularly involved in addressing matters of strategic importance, including evaluating and prioritizing acquisition targets, strategic partnerships, and the strategies adopted by the Company to address industry trends and opportunities.

Board of Directors Role in Risk Oversight

Enterprise Risk Management Policy

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 Board takes an active role, both as a whole andERM Policy encourages constructive dialog at the committee level, in overseeingsenior 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 Company’s risks. The Board’s committees, which meet regularlybusiness and report backsupporting 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 operations and business of the Company. Senior management provides regular updates to the full Board play significant roles in carrying outof Directors at least twice a year on matters covered by the risk oversight function. TheERM Policy, and reports to the full Board and the Audit Committee regularly review information regarding the Company’s credit, liquidity and operations, as well ason any identified high priority enterprise risks.

Compensation Risk Assessment

We annually conduct an assessment of the risks associated with each. our compensation practices and policies.  In 2018, 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.

Code of Ethics and Business Practices

We have adopted a code of ethics and business practices, which is applicable to all of our teammates and our directors. 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 Form 8-K. A copy of this code is available on our website at http://investor.insight.com/corporate-governance.

Hedging, Short Sales and Pledging Policies

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 with pre-approval from our Compliance Officer, which pre-approval will only be granted when such person clearly demonstrates the financial capacity to repay the loan without resort to any pledged securities.

Communications with the Board of Directors

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.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2018 were Ms. Pushor (Chair) and Messrs. Allen, Dorrance (until his retirement on May 10, 2018), Fisher (until his retirement on May 10, 2018), and Rishi and Ms. Breard and Ms. Courage. No member of the Compensation Committee was at any time during 2018 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 2018.

Related Party Transactions

Related Party Transaction Approval Policy

We have a written policy regarding the approval and/or ratification of related party transactions. The policy is administered by our Audit Committee oversees managementand applies to any transaction or series of financial risktransactions in which the Company is a participant, the amount involved exceeds or is expected to exceed $120,000 in any calendar year and reviews the resultsany related person has a direct or indirect interest. For purposes of the Internal Audit function’s annual risk assessment process. The Compensation Committee oversees the managementpolicy, “related persons” consist of the risks relatingCompany’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 of pre-approved transactions:

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.

Related Party Transactions

No related person had any direct or indirect material interest in any transaction with us required to be disclosed during 2018 or since the commencement of the 2019 fiscal year.

No Stockholder Rights Plan

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

PROPOSAL 1 –Election of Directors

Upon completion of the Annual Meeting, our Board will consist of nine directors. As a result of our phasing out the Company’s executive compensation plansclassified 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 arrangements.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 2020 Annual Meeting of Stockholders, subject to the election and qualification of their successors.

Director Nomination Process

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 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 areis responsible for managing risk through robust internal processesidentifying and strong internal controls in North America, EMEAscreening potential candidates and APAC. Management providesrecommending qualified candidates to the Board of Directors a comprehensive report onfor nomination. Third-party search firms may be and have been retained to identify individuals that meet the results of its assessment at least twice per year, or more frequently as necessary. Management and the Audit Committee have also aligned the focuscriteria of the Company’s Internal Audit functionNominating and Governance Committee.

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 address certain identified principal risk areas.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

There are fivethe Company. Stockholders wishing to recommend nominees to our Board at the 2016 annual meeting of stockholders. Richard E. Allen, Bennett Dorrance and Michael M. Fisher are standing for re-electionelection 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 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 voteDirector Nominations for the election of Messrs. Allen, Armstrong, Dorrance and Fisher and Ms. Courage.2020 Annual Meeting” for additional information.

Each of the nominees was nominated byDirector Qualifications

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:

2019 Nominees for Election to the Board of Directors

Each of the nine director nominees listed below is currently a director of the Company. Each also has agreedbeen determined by the Board to be namedindependent, 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 this proxy statement2020, subject to the election and serve if elected, and we knowqualification of no reason why anyhis or her successor. The Board expects that each of the nominees would notwill be able to serve.available for election as a director. However, if any nomineeby reason of an unexpected occurrence one or more of the nominees is unable or declinesnot 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 VOTE FOR 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 serve2003, 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.

Experience and Qualifications of Particular Relevance to Insight

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 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.  

Experience and Qualifications of Particular Relevance to Insight

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.

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.

Experience and Qualifications of Particular Relevance to Insight

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.    

Experience and Qualifications of Particular Relevance to Insight

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.

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 PotlatchDeltic Corporation, a forest products company, where she is Chair of the audit committee and a member of the compensation 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.

Experience and Qualifications of Particular Relevance to Insight

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.   

Experience and Qualifications of Particular Relevance to Insight

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 Chief Executive Officer of AquaVenture Holdings LLC in January of 2019 and has served on its Board of Directors since 2014. He previously served as President of AquaVenture since June 2014. AquaVenture is a New York Stock Exchange listed multinational provider of water purification and treatment services and technologies. Mr. Ibargüen has also served as the Chief Executive Officer of Quench USA, Inc., an AquaVenture subsidiary, since 2010. In 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 management and budget committees. From 2004 to 2008, he was President and Chief Executive Officer of Alliance Consulting Group, a privately-held IT consulting firm, and prior to that, Mr. Ibargüen was in leadership roles at several IT industry companies, including as President and member of the Board of Directors of Tech Data Corporation, a Fortune 500 global technology distribution company.  

Experience and Qualifications of Particular Relevance to Insight

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.  

Experience and Qualifications of Particular Relevance to Insight

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 of machine-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.

Experience and Qualifications of Particular Relevance to Insight

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

DIRECTOR COMPENSATION

Elements of Director Compensation

The table below sets forth the elements of our 2018 and 2019 annual compensation program for our non-employee directors. Based on recommendations from Compensia Inc., the Compensation Committee’s independent compensation consultant, the Board increased the amounts of annual compensation payable to our non-employee directors for 2019 for the Chair of the Board Retainer, the Nominating and Governance Committee Chair Retainer, and the Annual Restricted Stock Unit Grant Value. All other compensation amounts remained unchanged compared to 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 ifchair 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 vacancy occurs beforedirector receives a prorated portion of the election (which eventsannual 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 to non-employee directors fully vest upon retirement, subject to certain conditions.

Stock Ownership Guidelines

The Board believes that, to more closely align the interests of our non-employee directors with the interests of the Company’s other stockholders, each non-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 for non-employee directors and making recommendations to the Board as to any changes.

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

2018 Director Compensation Table

The table below sets forth information concerning compensation of the Company’s non-employee directors in 2018.

The cost of certain perquisites and other personal benefits are not anticipated),included because in the proxy holders will vote foraggregate they did not exceed, in the electioncase of such other person or persons nominated byany non-employee director, $10,000.

STOCK OWNERSHIP

Ownership of Our Common Stock

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

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 subject to options currently exercisable or exercisable within 60 days of March 15, 2019 and shares of restricted stock that vest within 60 days of March 15, 2019 are deemed to be outstanding and beneficially owned by the person and any group of which that person is a member, but are not deemed outstanding for the 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 the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

Except as otherwise indicated, all stockholdings are as of March 15, 2019 and the percentage of beneficial ownership is based on 35,761,587 shares of common stock outstanding as of March 15, 2019.

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

Certain Beneficial Owners, Directors and Executive Officers

* Less than 1%

Section 16(a) Beneficial Ownership Reporting Compliance

Our directors, executive officers, is tied meaningfullyand 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 strategycommon 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 2018 were filed on a timely basis.

EXECUTIVE OFFICERS

The following biographies describe the business experience of each of the Company’s executive officers, except for Kenneth T. Lamneck, President and Chief Executive Officer, who is discussed under the heading “2019 Nominees for Election to the Board of Directors.”

Ms. Bertrandt joined Insight in December 2016 as Vice President of Finance, Controller – North America and was appointed Principal Accounting Officer and Global Corporate Controller in September 2018. Ms. Bertrandt is a Certified Public Accountant. She began her career in public accounting in 1997 with Ernst & Young LLP. Ms. Bertrandt has held controller positions with several multinational companies in the software, medical services and semiconductor industries. Prior to joining Insight, Ms. Bertrandt served as the Senior Director Controller, Global Accounting at Amkor Technology, Inc., a semiconductor product packaging and test services provider, from 2006 to 2016.

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 successaudit 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 distributes over-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. During 2018, he was promoted to President of our North America operations. 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. Accordingly, our general philosophy of executive compensation isPrior to offer competitive base salaries, butjoining Insight, Ms. Johnson served from 2000 to emphasize cash2007 at eFunds Corporation, a publicly-held technology solutions provider to the financial institutions market, most recently as Senior Vice President, Treasurer and equity-based incentive compensation which is competitive in the marketplace and which:Investor Relations.

PROPOSAL 2 –Advisory Vote to attract and retain highly-qualified executives,Approve Named Executive Officer Compensation

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 ofStockholders have an executive’s total potential compensation. The Compensation Committee designs the overall executive compensation programopportunity 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:

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;

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

We holdcast 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 onto approve the compensation of our named executive officers, commonlyas 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 a non-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 Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Although the vote is non-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 2018 Annual Meeting of Stockholders, approximately 91% of the votes cast by our stockholders approved the compensation of our named executive officers with approximately 97% of shares votedas disclosed in the 2018 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 forat 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, the say-on-pay vote is held annually.  The next say-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 reviewDiscussion and Analysis and 2018 Executive Compensation sections of this proxy statement for a detailed description of our executive compensation philosophyprogram. 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 themprogram with the Company’s strategic goals and to emphasize pay-for-performance.

Discussion and Analysis

Our Named Executive Officers

The purposeobjective 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:

Executive Compensation Philosophy and Objectives

Our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s 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:

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

OnCOMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis (our “CD&A”) provides an annual basis, the Compensation Committee develops a thoroughoverview of our executive compensation program that is mindful of stockholder interestsfor 2018 and expectations while at the same time is fair and motivating to our executives.

Compensation Consultants and Benchmarking

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

In 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 analysisphilosophies and objectives.

Our Named Executive Officers consist of the compensation of the Company’s most senior executives, including the Company’s named executive officers,our President 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 of issues, including competitive market data at the time of hire 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.

The primary characteristics of the comparison groups were:

The following chart shows how a broad database$100 investment in the Company’s common stock on December 31, 2013 would have grown to provide a reference point where$179 on December 31, 2018. The chart also shows Insight’s performance versus the other groups might not provide adequate comparisons (the “Broad Market Database”).NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to $147) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to $192) over the same period, with dividends reinvested quarterly.

Our Executive Compensation Program

Our executive compensation program is designed to align the 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 alltable 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).

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 a relatively small group of companies. Moreover, the Broad Industry Peer Group and the Broad Market Database are not just limited to companies that are competitors for talent, customers or suppliers. Accordingly, the Company does not necessarily consider these groups to be comparison groups for competitive purposes other than as an analysis of the compensation of the Company’s most senior executives.

The Compensation Committee used the 2013 Compensia study in addition to other relevant sources of information, such as existing pay levels and other publicly available information about trends in executive compensation in setting compensation for executives for 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:

The companies included in the Technology Distribution Peer Companies comparison group in the 2013 study are all publicly-traded companies with revenues of less than $11 billion. The median revenue of this comparison group was $4.5 billion, and the median market cap was $1.8 billion.

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

The companies included in the Broad Industry Peer Group in the 2013 study are all publicly-traded companies with revenues from $2.0 billion to $10.7 billion. The median revenuepay for performance design of this comparison group was $5.7 billion, and the median market cap was $2.0 billion.

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

The Compensation Committee used the 2015 Compensia study in addition to other relevant sources of information, such as existing pay levels and other publicly available information about trends inour 2018 executive compensation in setting compensation for executives for 2016. Additionally, Compensia advised the Compensation Committee regarding executive compensation programs generally and provided advice on trends in compensation. Compensia’s 2015 study again measured the competitivenessprogram. For 2018, approximately 86% of the Company’starget total direct 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:

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 was variable and/or at-risk and approximately 74% of the Presidenttarget total direct compensation of our United States operations and the President of our EMEA operating segment were each increased by approximately 10% compared to 2015. other Named Executive Officers was variable and/or at-risk:

Our Executive Compensation Practices

The Compensation Committee approved 2016 salaries for namedreviews the Company’s executive officers as follows (with comparable 2015 salaries presented):compensation program, on an ongoing basis, to evaluate whether it is aligned with stockholder interests and supports the 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:

2018 Say-on-Pay Vote

As noted above, in its compensation review process, the Compensation Committee considers whether the Company’s executive compensation program is aligned with the interests of the Company’s stockholders. In that respect, as part of its review of the Company’s executive compensation program, the Compensation Committee considered the approval by approximately 91% of the votes cast for the Company’s say-on-pay proposal at our 2018 Annual Meeting of Stockholders. The Compensation Committee determined that the 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 response to the 2018 say-on-pay vote.

WHAT WE PAY AND WHY

2018 Executive Compensation Decisions

Consistent with our pay-for-performance philosophy and executive compensation program objectives described below, in determining the 2018 adjustments to executive compensation levels and the mix of compensation elements for each Named Executive Officer, the Compensation Committee and our President and Chief Executive Officer – $800,000 ($726,901 – 2015);(in making recommendations regarding Named Executive Officer compensation other than his own) considered each Named Executive Officer’s prior performance, Company performance, the compensation levels paid to similarly situated executive officers at the Company, the competitive 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 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 2018, Mr. Lamneck’s annual target cash compensation was weighted as 40% base salary and 60% annual cash incentive target. The 2018 and 2019 base salaries for Mr. Lamneck are discussed below under “Chief Executive Officer Compensation.” For 2018, Mr. Ebermann’s base salary remained unchanged from 2017, Ms. Bryan’s base salary was increased approximately 4.6%, based on the evaluation of market data provided by the Compensation Consultant, and base salaries for the Named Executive Officers other than Mr. Lamneck were increased by approximately 2.5% compared to 2017. For 2019, base salaries for the Named Executive Officers other than Mr. Lamneck    were increased by approximately 3.0%, except for Mr. Cowley whose base salary remained unchanged from 2018 to 2019 and Mr. Ebermann whose base salary was increased by approximately 5.5%.

The table below sets forth the 2018 and 2019 base salary level for each of our Named Executive Officers: