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 15, 2017. At the Company’s 2017 Annual Meeting of Stockholders, the following proposals were considered:
(1) The election of six directors, whose terms expired at the 2017 Annual Meeting, to serve until the 2018 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) An advisory vote on the frequency of future advisory votes to approve named executive officer compensation; 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, 2017.
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
Six 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 – 31,337,043, Against – 275,416, Abstentions – 14,094, Broker Non-Votes – 1,293,595
Bruce W. Armstrong –
For – 31,304,357, Against – 308,102, Abstentions – 14,094, Broker Non-Votes – 1,293,595
Catherine Courage –
For – 31,346,139, Against – 266,458, Abstentions – 13,956, Broker Non-Votes – 1,293,595
Bennett Dorrance –
For – 31,064,962, Against – 547,125, Abstentions – 14,466, Broker Non-Votes – 1,293,595
Michael M. Fisher –
For – 30,228,555, Against – 1,383,652, Abstentions – 14,346, Broker Non-Votes – 1,293,595
Kenneth T. Lamneck –
For – 31,289,393, Against – 322,814, Abstentions – 14,346, Broker Non-Votes – 1,293,595
In addition, 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 2017 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 – 29,883,511, Against – 1,705,540, Abstentions – 37,502, Broker Non-Votes – 1,293,595
Proposal 3
The stockholders voted, by an advisory vote, to hold future advisory votes on the compensation of our named executive officers every year. The aggregate votes cast on this matter, as well as the abstentions and broker non-votes, were as follows:
Every one (1) year – 23,946,261, Every two (2) years – 8,300, Every three (3) years – 7,628,311, Abstentions – 43,681, Broker Non-Votes – 1,293,595
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, 2017 was ratified, and the aggregate votes cast for or against, as well as the abstentions, were as follows:
For – 32,636,379, Against – 282,648, Abstentions – 1,121
Annual Frequency of Say on Pay Advisory Votes
Based on the voting results for Proposal 3 above for which Insight stockholders approved the recommendation of the Board of Directors to hold an annual advisory vote on the compensation of our named executive officers ("say on pay"), the Board affirmed its recommendation and will continue to hold future say on pay advisory votes on an annual basis, until the next stockholder vote on say on pay frequency.