INSIGHT ENTERPRISES INC (NSIT)
Sector: Information Technology
2026 Annual Meeting Analysis
INSIGHT ENTERPRISES INC · Meeting: May 13, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Crown has served as a director since 1994 and as board chair since 2004, giving him full tenure overlap with the severe underperformance period. NSIT's 3-year stock return is -50.6% while the company's disclosed compensation peer group returned a median of +23.6% over the same period — a gap of -74.2 percentage points, well above the 20-percentage-point threshold that applies when a company's absolute 3-year return is negative. The 5-year check does not rescue the vote: NSIT's 5-year return of -26.9% versus the peer median of +29.4% is a gap of -56.3 percentage points, which also exceeds the 20-percentage-point threshold for negative absolute TSR, confirming this is sustained multi-year underperformance, not a transient dip.
Allen has served since January 2012, giving him full tenure overlap with the underperformance period; the same -74.2 percentage-point 3-year gap versus the peer median triggers a vote against under the policy, and the 5-year check (-56.3 percentage points) also exceeds the threshold, confirming sustained underperformance.
Armstrong has served since March 2016 with full tenure overlap; the 3-year peer gap of -74.2 percentage points triggers a vote against, and the 5-year gap of -56.3 percentage points also exceeds the applicable threshold, confirming this is not a transient underperformance.
Breard has served since February 2018 with meaningful tenure overlap across the entire 3-year underperformance window; the -74.2 percentage-point 3-year peer gap triggers the vote against, and the 5-year gap of -56.3 percentage points also exceeds the threshold, so the mitigant does not apply.
Courage has served since January 2016 with full tenure overlap; the -74.2 percentage-point 3-year peer gap triggers the vote against, and the 5-year check at -56.3 percentage points also exceeds the threshold, confirming sustained underperformance with no mitigating rescue.
Ibargüen has served since July 2008 with full tenure overlap across the entire underperformance period; the -74.2 percentage-point 3-year peer gap triggers the vote against, and the 5-year gap of -56.3 percentage points also exceeds the applicable threshold, so no mitigant applies.
Rishi has served since December 2017 with full tenure overlap across the 3-year underperformance window; the -74.2 percentage-point 3-year peer gap triggers the vote against, and the 5-year gap of -56.3 percentage points also exceeds the applicable threshold for the company's negative absolute 5-year TSR, so the mitigant does not apply.
For Analysis
Azagury joins the board effective April 13, 2026 as incoming CEO and is exempt from the TSR underperformance trigger because he is a brand-new director with no prior tenure at Insight; his deep technology consulting background at Accenture is directly relevant to the company's strategy.
Foutty joined the board in August 2024, which is less than 24 months before the 2026 annual meeting, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption; she brings strong IT industry and digital transformation experience from her leadership roles at Deloitte.
Reichert joined the board in August 2024, less than 24 months before this meeting, making him exempt from the TSR underperformance trigger under the policy's new-director exemption; his extensive consulting and technology leadership background is relevant to the company's direction.
The TSR underperformance trigger fires for seven of the ten director nominees. NSIT's stock has lost roughly half its value over three years while the company's own disclosed compensation peer group returned nearly +24% on average — a gap of 74 percentage points that far exceeds the 20-percentage-point policy threshold applicable when absolute returns are negative. The 5-year check provides no rescue because the same gap persists over five years as well, confirming sustained underperformance rather than a temporary dip. The three directors who receive a FOR vote are either brand-new to the board (Azagury, Foutty, Reichert — all within the 24-month new-director exemption window) and therefore exempt from the trigger under policy.
Say on Pay
✓ FORCEO
Joyce A. Mullen
Total Comp
$10,498,947
Prior Support
98%%
CEO Joyce A. Mullen received total compensation of approximately $10.5 million in 2025, which is within a reasonable range for a CEO of a $2.1 billion technology company given the company's scale and complexity, and the prior year Say on Pay vote received 98% support indicating broad shareholder alignment. The pay structure is well-designed: approximately 90% of the CEO's target pay is variable and performance-based, including performance stock awards tied to measurable financial metrics (return on invested capital and relative total shareholder return versus peers) and annual cash bonuses tied to earnings from operations, cloud profit, and services profit — all meaningful, long-term-oriented metrics. While NSIT's stock has declined significantly, the incentive pay outcomes for 2025 reflect this: the CEO's annual cash bonus paid out at only 92% of target, ROIC-based performance stock awards paid out at only 50% of target due to missing the ROIC goal, and the 'compensation actually paid' figure (which adjusts for declining stock values) fell to only $684,000 — demonstrating that the variable pay structure is functioning as designed and penalizing executives for the stock's underperformance.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,485,000
Non-Audit Fees
$768,000
Non-audit fees for 2025 total $768,000 (audit-related fees of $430,000 + tax fees of $203,000 + all other fees of $135,000), which equals approximately 22% of audit fees on a standalone basis only if audit-related fees are excluded — however, per policy, audit-related fees that are not part of the core statutory audit scope (here described as due diligence assistance on acquisitions) are included in the non-audit total. Including all non-core fees, the non-audit total of $768,000 represents approximately 22% of audit fees of $3,485,000 on its face, which is below 50%; however, under the policy's instruction to include audit-related fees as non-audit when they are not part of the statutory audit scope, the combined non-audit fees ($768,000) represent about 22% of audit fees — which is within the acceptable range. On re-examination: audit fees = $3,485,000; non-audit fees (audit-related $430,000 + tax $203,000 + all other $135,000) = $768,000; ratio = $768,000 / $3,485,000 = 22.0%, which is well below the 50% threshold. The vote is therefore FOR on the fee ratio test. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire. No material restatements are disclosed. KPMG is a Big 4 firm fully adequate for a $2.1B market-cap company. All policy screens pass — vote FOR.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements
This is a board-initiated proposal to remove supermajority voting requirements from the company's certificate of incorporation, which is a clear pro-shareholder governance improvement — supermajority requirements make it harder for ordinary shareholders to pass changes they want, and eliminating them gives shareholders more direct power over the company's future. The change moves the company toward the mainstream governance standard of simple majority voting on fundamental matters. There is no anti-shareholder trade-off visible in this proposal, making it straightforward to support.
Overall Assessment
The 2026 Insight Enterprises annual meeting presents a mixed ballot: seven of ten director nominees receive a vote against due to severe and sustained stock underperformance versus the company's own peer group (-74 percentage points over three years on a stock that lost more than half its value), while the three newest directors are exempt as recent additions. The Say on Pay vote receives a FOR because the pay structure is genuinely performance-linked and executive pay outcomes declined sharply alongside the stock, the auditor ratification passes all policy screens with KPMG's non-audit fees well within acceptable limits, and the board's proposal to eliminate supermajority voting requirements is a straightforward shareholder-friendly governance improvement that earns support.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing