Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Insight Enterprises, Inc. ("Insight" or the "Company") was held on May 18, 2016. At the Company’s 2016 Annual Meeting of Stockholders, the following proposals were considered:
(1) The election of five directors, whose term expired at the 2016 annual meeting, to serve until the 2017 annual meeting of stockholders or until their respective successors have been duly elected and qualified;
(2) An advisory vote to approve named executive officer compensation;
(3) The approval of the First Amendment to the Company’s Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the "Plan") and reapproval of the material terms of the Plan for purposes of Section 162(m) of the Internal Revenue Code (the "Code"); and
(4) The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
The final voting results for each proposal are described below. For beneficial owners holding Insight common stock at a bank or brokerage institution, a "broker non-vote" occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.
Proposal 1
Five directors were elected, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:
Richard E. Allen –
For – 33,055,522, Against – 349,720, Abstentions – 18,886, Broker Non-Votes – 1,213,670
Bennett Dorrance –
For – 32,932,129, Against – 472,861, Abstentions – 19,138, Broker Non-Votes – 1,213,670
Michael M. Fisher –
For – 32,854,482, Against – 550,508, Abstentions – 19,138, Broker Non-Votes – 1,213,670
Catherine Courage –
For – 33,033,857, Against – 371,385, Abstentions – 18,886, Broker Non-Votes – 1,213,670
Bruce W. Armstrong –
For – 33,033,557, Against – 371,585, Abstentions – 18,986, Broker Non-Votes – 1,213,670
In addition, Directors Robertson C. Jones and Kenneth T. Lamneck (each of whose term expires at the 2017 annual meeting) and Directors Timothy A. Crown, Anthony A. Ibargüen and Kathleen S. Pushor (each of whose term expires at the 2018 annual meeting) continued their respective terms of office following the 2016 Annual Meeting of Stockholders.
Proposal 2
The stockholders voted, by an advisory vote, to approve the compensation of Insight’s named executive officers, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:
For – 32,599,812, Against – 762,496, Abstentions – 61,820, Broker Non-Votes – 1,213,670
Proposal 3
The stockholders voted to approve the First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan and to reapprove the material terms of the Plan for purposes of Section 162(m) of the Code, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:
For – 32,275,319, Against – 1,114,693, Abstentions – 34,116, Broker Non-Votes – 1,213,670
Proposal 4
The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:
For – 34,132,045, Against – 421,445, Abstentions – 84,308