NSIT 10-K Annual Report Dec. 31, 2018 | Alphaminr
INSIGHT ENTERPRISES INC

NSIT 10-K Fiscal year ended Dec. 31, 2018

INSIGHT ENTERPRISES INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of November 6, 2016, by and among Insight Enterprises, Inc., Reef Acquisition Co., and Datalink Corporation (Schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.) 8-K 000-25092 2.1 November 7, 2016 3.1 Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc. 10-K 000-25092 3.1 February 17, 2006 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc. 8-K 000-25092 3.1 May 21, 2015 3.3 Amended and Restated Bylaws of Insight Enterprises, Inc. 8-K 000-25092 3.2 May 21, 2015 10.1(1) Form of Indemnification Agreement 10-K 000-25092 10.1 July 26, 2007 10.4(2) Executive Management Separation Plan effective as of January 1, 2008 10-Q 000-25092 10.5 November 7, 2008 10.5(2) Amended and Restated Employment Agreement between Insight Enterprises, Inc. and Glynis A. Bryan dated as of January 1, 2009 8-K 000-25092 10.3 January 7, 2009 10.6(2) Executive Employment Agreement between Insight Enterprises, Inc. and Kenneth T. Lamneck, dated as of December 14, 2009 10-K 000-25092 10.24 February 25, 2010 10.7(2) Employment Agreement between Insight Enterprises, Inc. and Michael P. Guggemos, dated as of November 1, 2010 10-K 000-25092 10.16 February 23, 2011 10.8(2) Offer of employment letter to Michael P. Guggemos, dated September 28, 2010 10-K 000-25092 10.17 February 23, 2011 10.9(2) Employment Agreement between Insight Enterprises, Inc. and Steven W. Dodenhoff, dated as of January 30, 2012 10-K 000-25092 10.16 February 24, 2012 10.10(2) Employment Agreement between Insight Enterprises, Inc. and Rachael A. Bertrandt, dated as of September 30, 2018 10-Q 000-25092 10.1 November 7, 2018 10.11(2) Managing Director Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann 8-K 000-25092 10.1 October 30, 2013 10.12(2) Executive Employment Agreement between Insight Enterprises, Inc. and Samuel C. Cowley, dated June 7, 2016 10-K 000-25092 10.12 February 2, 2017 10.14 Amended and Restated Receivables Sale Agreement dated as of September 3, 2003 by and among Insight Direct USA, Inc. and Insight Public Sector, Inc. as originators, and Insight Receivables, LLC, as buyer 10-Q 000-25092 10.1 November 13, 2003 10.15 Amendment No. 1 to Receivables Purchase Agreement dated as of September 3, 2003 10-Q 000-25092 10.2 November 13, 2003 10.18 Amendment No. 6 to Receivables Purchase Agreement dated as of December 19, 2005 8-K 000-25092 10.1 December 22, 2005 10.19 Amendment No. 7 to Receivables Purchase Agreement dated as of September 7, 2006 8-K 000-25092 10.2 September 8, 2006 10.20 Amendment No. 9 to Receivables Purchase Agreement dated as of September 17, 2008 8-K 000-25092 10.3 September 23, 2008 10.21 Amendment No. 11 and Joinder Agreement to Receivables Purchase Agreementdated as of July 24, 2009 10-Q 000-25092 10.1 August 6, 2009 10.22 Amendment No. 12 to Receivables Purchase Agreement dated as of July 1, 2010 among Insight Receivables, LLC, Insight Enterprises, Inc., the Purchasers and Managing Agents party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers 10-Q 000-25092 10.1 November 4, 2010 10.23 Omnibus Amendment and Joinder to Receivables Purchase Agreement, dated as of April 26, 2012, among Insight Receivables, LLC, Insight Enterprises, Inc., Insight Direct USA, Inc., Insight Public Sector, Inc., the purchasers and managing agents party thereto and JPMorgan Chase Bank, N.A., as Agent 8-K 000-25092 10.3 May 2, 2012 10.24 Third Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto 8-K 000-25092 10.1 May 2, 2012 10.25 Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto 8-K 000-25092 10.2 May 2, 2012 10.26 Omnibus Amendment, dated as of June 25, 2014, among Insight Receivables, LLC, Insight Enterprises, Inc., Insight Direct USA, Inc., Insight Public Sector, Inc., the purchasers and managing agents party thereto and Wells Fargo Bank, National Association, as successor agent 8-K 000-25092 10.1 July 1, 2014 10.27 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 2, 2015, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as a lender and as an administrative agent, Wells Fargo Capital Finance, LLC, as a lender, as collateral agent and as an administrative agent, and the other lenders party thereto. 8-K 000-25092 10.1 July 9, 2015 10.28 Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto 10-Q 000-25092 10.1 October 29, 2015 10.29 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto 10-Q 000-25092 10.2 October 29, 2015 10.30 Amendment to Receivables Purchase Agreement, dated as of October 15, 2015, among Insight Receivables, LLC, Insight Enterprises, Inc., PNC Bank, National Association and Wells Fargo Bank, National Association 10-Q 000-25092 10.3 October 29, 2015 10.31 Fourth Amended and Restated Credit Agreement, dated as of June 23, 2016, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto 8-K 000-25092 10.1 June 28, 2016 10.32 Second Amended and Restated Credit Agreement, dated as of June 23, 2016, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto 8-K 000-25092 10.2 June 28, 2016 10.33 Amendment to Receivables Purchase Agreement, dated as of June 23, 2016, among Insight Receivables, LLC, Insight Enterprises, Inc., the purchasers and managing agents party thereto and Wells Fargo Bank, National Association, as Agent 8-K 000-25092 10.3 June 28, 2016 10.34 Amendment No. 1 dated as of January 6, 2017 to Fourth Amended and Restated Credit Agreement, by and among Insight Enterprises, Inc., Insight Enterprises B.V. and Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 10-K 000-25092 10.34 February 2, 2017 10.35 Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents, dated as of January 6, 2017, by and among Calence, LLC, Insight Direct USA, Inc., Insight Public Sector, Inc. and Datalink Corporation, as Resellers, the guarantors party thereto, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent and administrative agent, and the lenders party thereto 10-K 000-25092 10.35 February 2, 2017 10.36 Third Omnibus Amendment to Loan Documents and Reaffirmation Agreement, dated as of March 23, 2018, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, the guarantors party thereto, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto 8-K 000-25092 10.1 March 30, 2018 10.37 Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated as of March 13, 2018, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK), Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 8-K 000-25092 10.2 March 30, 2018 10.38 Omnibus Amendment, dated as of June 27, 2018, among Insight Receivables, LLC, Insight Direct USA, Inc., Insight Public Sector, Inc., Insight Enterprises, Inc., the purchasers and managing agents party thereto and Wells Fargo Bank, National Association, as Agent, relating to the Receivables Purchase Agreement, dated as of December 31, 2002, as amended, and the Amended and Restated Receivables Sale Agreement, dated as of September 3, 2003, as amended 8-K 000-25092 10.1 June 29, 2018 21 Subsidiaries of Insight Enterprises, Inc. 23.1 Consent of KPMG LLP 24.1 Power of Attorney for Timothy A. Crown dated February 13, 2019 24.2 Power of Attorney for Richard E. Allen dated February 13, 2019 24.3 Power of Attorney for Bruce W. Armstrong dated February 13, 2019 24.4 Power of Attorney for Linda M. Breard dated February 13, 2019 24.5 Power of Attorney for Catherine Courage dated February 13, 2019 24.6 Power of Attorney for Anthony A. Ibargen dated February 13, 2019 24.7 Power of Attorney for Kathleen S. Pushor dated February 13, 2019 24.8 Power of Attorney for Girish Rishi dated February 4, 2019 31.1 Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14 31.2 Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002