INSIGHT ENTERPRISES INC 8-K/A

What Happened

• Insight Enterprises, Inc. announced that Jack Azagury (age 53) will be appointed President and Chief Executive Officer and join the Board of Directors, effective April 13, 2026. Azagury joins from TowerBrook Capital Partners (Senior Advisor, Sept 2025–Mar 2026) and spent over 29 years at Accenture, most recently as group chief executive for consulting (June 2022–Sept 2025). He holds an M.S. in Software Engineering (Imperial College London) and an MBA (INSEAD). Joyce Mullen will retire from the CEO/President/director roles upon Azagury’s appointment and transition to a consulting/advisory role as previously disclosed.

Key Details

• Base salary and cash incentive: $1,100,000 annual base pay; target annual cash incentive $1,650,000 (150% of base); $1,000,000 relocation bonus.
• Equity package (to be granted Apr 15, 2026) valued at $18,000,000 total:
  • $3.2M service-based RSUs vesting pro rata over 3 years;
  • $2.4M PSUs tied to Return on Invested Capital (performance period 1/1/2026–12/31/2026; payout 0–200%; vested over 3 years starting 2/20/2027);
  • $2.4M PSUs tied to Relative Total Shareholder Return (performance period 1/1/2026–12/31/2028; payout 0–200%);
  • $10.0M one-time inducement PSUs tied to Absolute TSR growth targets through 4/15/2029 (per-share price growth hurdles of 118%, 160%, 200% for 50%, 100%, 200% payout).
• Severance protections: eligible for severance if terminated without cause or if he leaves for “good reason,” including protections following a change in control as defined in his employment agreement.
• Other leadership changes: Dee Burger will resign as President, North America effective March 31, 2026 (not due to disagreement with the company); Sam Cowley retires as General Counsel effective March 31, 2026 and will become Executive VP effective April 1, 2026 with $418,000 base salary through March 31, 2027; Karim Adatia named General Counsel (Deputy GC since Oct 2022).

Why It Matters

• This filing signals a major leadership transition at Insight with a seasoned consulting executive taking the helm and a sizable compensation and equity package designed to align Azagury’s pay with company performance and shareholder returns. Investors should note the mix of cash and performance-linked equity (including multi-year TSR and ROIC goals) and the potential dilution/long-term incentive impact from the $18M grant. The departures and internal promotions in the legal and North American leadership teams reflect broader succession planning disclosed by the company.