Insight Enterprises Inc

This management proposal submits, on a non-binding advisory basis, the Company’s executive compensation disclosures and asks stockholders to approve the compensation paid to the Named Executive Officers (NEOs) as presented in the proxy statement. Management is seeking this advisory approval to confirm investor support for its pay-for-performance philosophy and to inform future compensation decisions; the Compensation Committee emphasizes a program with a heavy weighting toward at-risk, performance-based compensation (short-term cash incentives tied to EFO, cloud and services GP and long-term performance-based RSUs tied to ROIC and relative TSR). The proposal reflects the Company’s recent compensation design choices, including a 60/40 weighting of performance-based and service-based RSUs and specific performance metrics and thresholds used in 2025 and 2026 award programs. The Board recommends a vote FOR and frames the proposal as consistent with alignment of executives and stockholders, retention through transitional leadership changes (one-time retention grants in 2025), and oversight by an independent Compensation Committee supported by an independent consultant. While non-binding, the result will be reviewed by the Compensation Committee when setting future pay policies and awards; management highlights past strong support (approximately 98% in 2025) as context. Key governance considerations include annual say-on-pay frequency (the Board expects to hold annual say-on-pay votes) and use of multi-year performance metrics (ROIC/rTSR) intended to prevent short-termism. Potential investor concerns include the size and structure of CEO and senior executive pay, the use of retention awards tied to transition events, and the degree to which realized pay varies with company TSR relative to peers; these are material for investors assessing alignment. Overall, the proposal asks shareholders to endorse the disclosed pay framework and outcomes, and the Board’s recommendation is grounded in its view that the program drives profitable growth and aligns management incentives with long-term stockholder value creation.

This management proposal asks stockholders to approve an amended and restated certificate of incorporation that would eliminate the Company’s existing supermajority voting requirements and replace them with a simple majority voting standard for certain specified corporate actions. Management advanced the Charter Amendments after receiving a shareholder proposal requesting elimination of greater-than-majority voting thresholds and following a Board review of governance practices and peer norms; the Board concluded that removing the supermajority thresholds better aligns with prevailing governance best practices and stockholder expectations. The existing provisions require a two-thirds affirmative vote for certain actions involving an “Interested Person,” stockholder-proposed bylaw amendments, and certain charter amendments; eliminating those supermajority thresholds reduces barriers to typical corporate actions while maintaining other protections under Delaware law. The Board has approved the Amended and Restated Certificate of Incorporation, subject to stockholder approval, and included the proposed form in Appendix B to the proxy statement, showing deletions and additions. If approved by a majority of outstanding shares, the amended charter will be filed with Delaware to become effective; if not approved, the current supermajority provisions remain in force. The Board frames the change as substantially implementing the received shareholder proposal while preserving the Board’s ability to oversee transactions and corporate governance consistent with fiduciary duties. Investors will weigh the governance improvement of majority-rule voting against any perceived loss of protections that supermajority provisions can provide in specific transactions involving large holders or potential acquirers. From a governance-risk perspective, the change tends to increase responsiveness to ordinary stockholder majorities and may reduce entrenchment risk, which is often seen positively by institutional investors seeking alignment with one-share/one-vote principles. The proposal is consequential for contested transactions and amendment processes, and its approval signals the Company’s shift toward majority-based governance norms.