UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | January 19, 2012 |
Insight Enterprises, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 000-25092 | 86-0766246 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
6820 South Harl Avenue, Tempe, Arizona | 85283 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 480-902-1001 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 19, 2012, the Board of Directors of Insight Enterprises, Inc. (the "Company") increased the size of the board from eight to nine and appointed Richard E. Allen as a Class I Director of the Company with a term expiring at the 2013 annual meeting of stockholders. Mr. Allen will serve on the Audit and Compensation Committees of the Board of Directors. In accordance with the Company's current Board compensation arrangements, as described in the Company's most recent annual report on Form 10-K and proxy statement, Mr. Allen will receive $20,000 per quarter for serving on the Board, a grant of restricted stock units (RSUs) equal to a pro-rata share of the annual grant of RSUs to other non-employee directors, annual grants of service-based restricted stock units and reimbursement for reasonable expenses, and the Company will enter into an indemnification agreement with Mr. Allen in the form provided to other directors of the Company.
On January 24, 2012, the Company issued a press release announcing the appointment of Mr. Allen to the Company's Board of Directors. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Press release dated January 24, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Insight Enterprises, Inc. | ||||
January 25, 2012 | By: |
Steven R. Andrews
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Name: Steven R. Andrews | ||||
Title: General Counsel and Secretary |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press release dated January 24, 2012. |
DRAFT NOT FOR IMMEDIATE RELEASE
Insight Enterprises, Inc. Appoints New Member to Board of Directors
Richard E. Allen Appointed to the Board
Tempe, Ariz. January 24, 2012 Insight Enterprises, Inc. (the Company) (NASDAQ: NSIT), a leading, global provider of technology solutions, today announced that Richard E. Allen has been appointed to the Companys board of directors effective January 19, 2012.
We are delighted to announce Rick Allens appointment to our board of directors, said Timothy A. Crown, chair of the board of directors of Insight Enterprises. Rick brings over 30 years of finance, accounting, business operations and board experience to Insight. He has extensive experience with leading information technology companies including 19 years of financial leadership with J.D. Edwards & Company, a cross-industry ERP software solutions company.
At J.D. Edwards, Mr. Allen served as Executive Vice President and Chief Financial Officer and was a member of the board. Allen helped lead the companys successful initial public offering in 1997, assisted with several major acquisitions and helped the company merge with PeopleSoft in 2003. During his tenure, the company grew from $15 million to $1 billion in revenue. He was responsible for all finance and accounting, treasury, investor relations, internal audit, M&A, legal, real estate and administration functions and at times the human resources and information technology functions.
Mr. Allen is currently a member of the board of directors of RightNow Technologies, Inc. (RNOW), a cloud-based CRM business to consumer solutions provider, where he is the chair of the audit committee and a member of the compensation committee. He is also on the board of directors of Quantros, Inc., a cloud-based healthcare software solutions provider, where he also serves as chair of the audit committee. He previously served on the board of six other public and private companies.
Mr. Allen qualifies as an independent director in accordance with NASDAQ listing requirements. He was appointed as a class II director and will stand for election to the board at the 2013 annual meeting of stockholders. He will serve on the audit and compensation committees of Insights board of directors.
About Insight
Insight Enterprises, Inc. is a leading technology provider of hardware, software and service
solutions to business and government clients in North America, Europe, the Middle East, Africa and
Asia-Pacific. Insight is focused on helping organizations move technology goals forward in the
areas of Cloud, Virtualization, Data Center, Unified Communication &
Collaboration, Networking & Security, Data Protection, Mobility & Point of
Sale, and Office Productivity. The company has approximately 5,100 teammates worldwide
and generated sales of $4.8 billion for its 2010 fiscal year. For more information, please call
1.800.INSIGHT (1.800.467.4448) in the United States or visit www.insight.com.
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CONTACT: Insight Enterprises, Inc., Tempe
Helen Johnson
Senior VP, Treasurer
Helen.Johnson@insight.com
(480) 333-3234
Gina Morkel
Director, Marketing
Gina.Morkel@insight.com
(480) 333-3017
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Insight Enterprises, Inc.s business which are not historical facts are forward-looking statements that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Risk Factors in the Companys Annual Report or Form 10-K for the most recently ended fiscal year.