<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) OR Rule 14a-12
</TABLE>
INSIGHT ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
INSIGHT ENTERPRISES, INC.
6820 SOUTH HARL AVENUE
TEMPE, ARIZONA 85283
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
TO OUR STOCKHOLDERS:
The 1998 Annual Meeting of Stockholders of Insight Enterprises, Inc., a
Delaware corporation (the "Company"), will be held on Thursday, May 7, 1998, at
3:00 p.m. local time, at the Company's corporate headquarters, 6820 South Harl
Avenue, Tempe, Arizona 85283, for the following purposes:
(1) To elect one director as a Class I Director to serve until the
2001 Annual Meeting of Stockholders and until his successor is
duly elected and qualified;
(2) To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof. Management is
presently aware of no other business to come before the Annual
Meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Each outstanding share of the Company's Common Stock entitles the
holder of record at the close of business on March 11, 1998 to receive notice of
and to vote at the Annual Meeting or any adjournment thereof. Shares of Common
Stock can be voted at the Annual Meeting only if the holder is present at the
Annual Meeting in person or by valid proxy. A copy of the Company's 1997 Annual
Report to Stockholders, which includes audited financial statements, is
enclosed.
All stockholders are cordially invited to attend the Annual Meeting in
person.
By order of the Board of Directors
/s/ Stanley Laybourne
Tempe, Arizona Stanley Laybourne
March 31, 1998 Secretary, Treasurer
and Chief Financial Officer
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, STOCKHOLDERS ARE
REQUESTED TO COMPLETE, DATE AND MAIL THE ENCLOSED PROXY. A POSTAGE-PAID ENVELOPE
IS PROVIDED FOR MAILING IN THE UNITED STATES.
<PAGE> 3
INSIGHT ENTERPRISES, INC.
6820 SOUTH HARL AVENUE
TEMPE, ARIZONA 85283
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
SOLICITATION, EXECUTION AND REVOCATION OF PROXIES
This Proxy Statement is furnished to the stockholders of record of
Insight Enterprises, Inc. (the "Company") in connection with the solicitation of
proxies to be used at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held on Thursday, May 7, 1998, at 3:00 p.m. local time, at the Company's
corporate headquarters, 6820 South Harl Avenue, Tempe, Arizona 85283, and at any
and all adjournments thereof. THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY. The proxy materials will be mailed on or about April
14, 1998, to stockholders of record at the close of business on March 11, 1998
(the "Record Date").
When stock is in the name of more than one person, the proxy is valid
if signed by any of such persons unless the Company receives written notice to
the contrary. If the stockholder is a corporation, the proxy should be signed in
the name of such corporation by an executive or other authorized officer. If
signed as attorney, executor, administrator, trustee, guardian or in any other
representative capacity, the signer's full title should be given and, if not
previously furnished, a certificate or other evidence of appointment should be
furnished.
A stockholder executing and returning a proxy has the power to revoke
it at any time before it is voted. A stockholder who wishes to revoke a proxy
can do so by executing a later-dated proxy relating to the same shares and
delivering it to the Secretary of the Company at 6820 South Harl Avenue, Tempe,
Arizona 85283 prior to the vote at the Annual Meeting, by written notice of
revocation received by the Secretary prior to the vote at the Annual Meeting or
by appearing in person at the Annual Meeting, filing a written notice of
revocation and voting in person the shares to which the proxy relates.
In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegram by the directors, officers and
regular employees of the Company. Such persons will receive no additional
compensation for such services. Arrangements will also be made with certain
brokerage firms and certain other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of Common Stock
held of record by such persons, and such brokers, custodians, nominees and
fiduciaries will be reimbursed for their reasonable out-of-pocket expenses
incurred in connection therewith. All expenses incurred in connection with this
solicitation will be borne by the Company.
<PAGE> 4
STOCK SPLIT
On August 13, 1997, the Company's Board of Directors approved a 3-for-2
stock split effected in the form of a stock dividend and payable on September
17, 1997 to the stockholders of record at the close of business on August 27,
1997. All share amounts and share prices in this Proxy Statement have been
retroactively adjusted to reflect this 3-for-2 stock split.
CHANGE IN FISCAL YEAR END
On January 26, 1998, the Company's Board of Directors approved a change
in the Company's fiscal year end from June 30 to December 31. The disclosure
provided in the sections "Executive Compensation" and "Compensation Committee
Report on Executive Compensation" includes information on the full 1997 calendar
year, not merely the period from July 1 to December 31, 1997. Similarly,
information has been provided in those sections for previous calendar (not
fiscal) years.
VOTING SECURITIES OUTSTANDING
Only holders of record of the Company's Common Stock at the close of
business on the Record Date will be entitled to notice of and to vote at the
Annual Meeting. On the Record Date, there were issued and outstanding 10,509,973
shares of the Company's Common Stock. Each holder of Common Stock is entitled to
one vote, exercisable in person or by proxy, for each share of the Company's
Common Stock held of record on the Record Date. The presence of a majority of
the shares of Common Stock entitled to vote, in person or by proxy, is required
to constitute a quorum for the conduct of business at the Annual Meeting. The
Inspector of Election appointed by the Board of Directors shall determine the
shares represented at the meeting and the validity of proxies and ballots, and
shall count all votes and ballots.
The affirmative vote of a plurality of the shares represented at the
meeting, in person or by proxy, and entitled to vote is required with respect to
the election of directors. Abstentions and broker non-votes are each included in
the determination of the number of shares present for quorum purposes.
Abstentions will have no effect on the voting for the election of the directors.
A broker non-vote will not be regarded as representing a share entitled to vote
on a proposal and, accordingly, will have no effect on the voting for the
election of the director or any other business that may come before the meeting.
All shares represented by properly executed proxies, unless such
proxies have previously been revoked, will be voted in accordance with the
direction on the proxies. If no direction is indicated, the shares will be voted
in favor of the re-election of Eric J. Crown. The Board of Directors is not
aware of any other matter which may come before the meeting. If any other
matters are properly presented at the meeting for action, including a question
of adjourning the meeting from time to time, the persons named in the proxies
and acting thereunder will have discretion to vote on such matters.
3
<PAGE> 5
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of five members.
The present term of Eric J. Crown who is a Class I incumbent director, will
expire at the Annual Meeting. Mr. Crown has been nominated for re-election as
director of the Company and, unless otherwise instructed, the proxy holders will
vote the proxies received by them for the election of Mr. Crown as a director of
the Company.
If the nominee of the Company is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. It is not expected that the nominee will be unable or will decline to
serve as a director.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
The names of the Company's directors and executive officers, and
certain information about them, are set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Eric J. Crown (1) 35 Chief Executive Officer and Chairman of the Board of
the Company (Term expires in 1998)
Timothy A. Crown (1) 33 President and Director of the Company (Term expires
in 2000)
Stanley Laybourne (1) 48 Chief Financial Officer, Secretary, Treasurer and
Director of the Company (Term expires in 2000)
Larry A. Gunning (2) 53 Director of the Company (Term expires in 1999)
Robertson C. Jones (2) 53 Director of the Company (Term expires in 1999)
Michael A. Gumbert 39 Chief Operating Officer of Insight Direct, Inc., a
subsidiary of the Company
Branson M. Smith 41 Chief Operating Officer of Direct Alliance
Corporation, a subsidiary of the Company
</TABLE>
(1) Member of Executive Committee of the Board of Directors.
(2) Member of Audit and Compensation Committees of the Board of Directors.
Eric J. Crown. Mr. Crown has been the Chief Executive Officer and
Chairman of the Board of the Company since 1994, has held various officer and
director positions with the predecessor corporations since 1988, and is one of
the Company's founders. In 1984, he received a Bachelor of Science degree in
Business Computer Information Systems from Arizona State University. From 1983
to 1986, Mr. Crown operated an independent computer and business consulting
firm. From 1986 to 1988, Mr. Crown was a partner in MicroNet Consulting, a
computer consulting and sales company. Eric J. Crown is the brother of Timothy
A. Crown.
Timothy A. Crown. Mr. Crown has been a director of the Company since
1994. Mr. Crown has been employed by the Company or one of its predecessors
since 1988 and has been President since 1989. He received a Bachelor of Science
degree in Business and Computer Science from the University of Kansas in 1986.
From 1986 until 1987, Mr. Crown was employed by NCR Corporation as an
Administrative Analyst. From 1987 to 1988, Mr. Crown was a partner in MicroNet
Consulting. Timothy A. Crown is the brother of Eric J. Crown.
4
<PAGE> 6
Stanley Laybourne. Mr. Laybourne has been a director of the Company
since 1994. Mr. Laybourne was an independent consultant to the Company or its
predecessors from September 1990 through March 1991 and became the Chief
Financial Officer and Treasurer in April 1991. In November 1994, he became
Secretary of the Company. Mr. Laybourne received a Bachelor of Science degree in
Accounting from The Ohio State University in 1971, with a Masters in Business
Administration degree from Arizona State University in 1972. From 1972 to 1985,
he was employed by Touche, Ross & Co., a predecessor to Deloitte & Touche, where
he was an audit partner from 1983 to 1985. From 1985 to 1989, Mr. Laybourne was
President and Chief Executive Officer of The Scottscom Group, a financial
services company. From 1989 to 1990, Mr. Laybourne was Executive Vice President
of Ovation Broadcasting Company, a company which operated commercial radio
broadcast properties. Mr. Laybourne is the Chief Financial Officer of the Fiesta
Bowl and a member of the City of Scottsdale Citizens' Bond Review Commission.
Mr. Laybourne is a Certified Public Accountant.
Larry A. Gunning. Mr. Gunning has been a director of the Company since
January 1995. He has been President and Director of Pasco Petroleum Corp., a
petroleum marketing company, since 1988. Mr. Gunning received a Bachelor of
Science degree in Business Management from Arizona State University in 1966. Mr.
Gunning is a member of the Arizona State University College of Business Dean's
Council of 100 and a director of several nonprofit organizations.
Robertson C. Jones. Mr. Jones has been a director of the Company since
January 1995. Mr. Jones has been Vice President and General Counsel of Del Webb
Corporation, a developer of master-planned residential communities, since
January 1992. Mr. Jones received his Bachelor of Arts degree from Williams
College in 1966, his Masters in Business Administration degree from Oklahoma
City University in 1969 and his Juris Doctor degree from University of
California, Hastings College of Law, in 1977. Mr. Jones is a director of several
nonprofit organizations, including the Arizona Chamber of Commerce.
Michael A. Gumbert. Mr. Gumbert was hired on July 1, 1996, as Chief
Operating Officer of Insight Direct, Inc., a subsidiary of the Company. From
1983 through 1990, Mr. Gumbert held various positions within MicroAmerica, Inc.,
a value added computer distributor. In 1990, MicroAmerica, Inc. was acquired by
Merisel, Inc., a distributor of computers, software and peripherals. From 1990
through June 1995, Mr. Gumbert held several positions with Merisel, Inc.,
including Senior Vice President, Sales and Operation from April 1992 to June
1995. From August 1995 to June 1996, Mr. Gumbert was Senior Vice President,
General Manager of Tandy Corporation, a consumer electronic retailer. Mr.
Gumbert received a Bachelor of Business Administration in Marketing from North
Texas State University.
Branson M. Smith. Mr. Smith was employed by Insight Direct, Inc., a
subsidiary of the Company, from March 1992 to September, 1996 and served as its
Vice President of Distribution and Senior Vice President of Fulfillment
Services. In September 1996, Mr. Smith was promoted to Chief Operating Officer
of Direct Alliance Corporation, a subsidiary of the Company. From December 1987
to May 1991, Mr. Smith was a Division Manager of Shape West, a computer disk
manufacturer. From May 1991 to March 1992, Mr. Smith was a principal in
Southwest Automation, an industrial operations consulting firm. Mr. Smith
received a Bachelor of Science degree in Business Administration from the
University of Arizona.
5
<PAGE> 7
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board of Directors held a total of four meetings during the
calendar year ended December 31, 1997. No director attended fewer than 75% of
the aggregate of all meetings of the Board of Directors and any committee on
which such director served during the period of such service.
The Board presently has an Executive Committee, an Audit Committee and
a Compensation Committee. The Executive Committee currently consists of Messrs.
Eric J. Crown, Timothy A. Crown and Stanley Laybourne. The Executive Committee
is empowered to act on Board matters that arise between meetings of the full
Board of Directors.
The Audit Committee currently consists of Messrs. Larry A. Gunning and
Robertson C. Jones and met two times in calendar 1997. The Audit Committee meets
independently with representatives of the Company's independent auditors and
with representatives of senior management. The Committee reviews the general
scope of the Company's annual audit, the fee charged by the independent auditors
and other matters relating to internal control systems. In addition, the Audit
Committee is responsible for reviewing and monitoring the performance of
non-audit services by the Company's auditors. The Committee is also responsible
for recommending the engagement or discharge of the Company's independent
auditors.
The Compensation Committee currently consists of Messrs. Gunning and
Jones and met one time in calendar 1997. The Compensation Committee administers
salaries and benefit programs designed for senior management, officers and
directors and the Company's Stock Option Plan with a view to insure that the
Company is attracting and retaining highly qualified managers through
competitive salary and benefit programs and encouraging extraordinary effort
through incentive rewards.
The Company does not have a nominating committee or a committee
performing the functions of a nominating committee. Nominations of persons to be
directors are considered by the full Board of Directors.
6
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth for each of the last three calendar
years the total compensation awarded to, earned by or paid to (i) the Company's
Chief Executive Officer and (ii) each of the Company's other executive officers
who were serving as executive officers at the end of calendar 1997 and whose
salary and bonus aggregated at least $100,000 for services rendered to the
Company during calendar 1997 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------------- --------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION($)(1) OPTIONS COMPENSATION(2)
- --------------------------- ---- ------ ----- ------------------ ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Eric J. Crown 1997 $237,500(3) $195,042 -- 67,499 $ 1,542
Chief Executive Officer 1996 $225,000(3) 0 -- 0 $ 2,876
1995 $218,750(3) 0 -- 0 $ 2,757
Timothy A. Crown 1997 $237,500(3) $195,042 -- 67,499 $ 1,396
President 1996 $225,000(3) 0 -- 0 $ 2,876
1995 $218,750(3) 0 -- 0 $ 2,759
Stanley Laybourne 1997 $170,000 $ 85,342 -- 22,499 $ 2,916
Chief Financial Officer, 1996 $150,000 $ 5,182 -- 75,000 $ 2,716
Secretary and Treasurer 1995 $125,000 0 -- 0 $ 2,170
Michael A. Gumbert (4) 1997 $192,500 $110,967 -- 29,999 $ 3,195
Chief Operating Officer 1996 $ 87,500 $ 42,859 90,000 $ 457
of Insight Direct, Inc.
Branson M. Smith 1997 $146,000 $ 36,118 -- 22,499 $ 1,620
Chief Operating Officer 1996 $128,000 $ 9,478 -- 30,000 $ 1,476
of Direct Alliance 1995 $132,019 $ 10,000 -- 30,000 $ 1,733
Corporation
</TABLE>
(1) The cost of certain perquisite and other personal benefits are not
included because they did not exceed, in the case of any executive
officer, the lesser of $50,000 or 10% of the total of the annual salary
and bonus for such executive.
(2) Represents payments for disability insurance premiums and 401(k)
contributions made by the Company to the account of the executive
officer in the following amounts, respectively: $1,060 and $482 in
1997, $853 and $2,023 in 1996 and $660 and $2,097 in 1995 for Eric J.
Crown; $914 and $482 in 1997, $853 and $2,023 in 1996 and $660 and
$2,099 in 1995 for Timothy A. Crown; $885 and $2,031 in 1997, $690 and
$2,026 in 1996 and $412 and $1,758 in 1995 for Stanley Laybourne;
$1,097 and $2,098 in 1997 and $457 and $0 in 1996 for Michael A.
Gumbert; $783 and $837 in 1997, $609 and $867in 1996 and $346 and
$1,387 in 1995 for Branson M. Smith.
(3) Effective October 1, 1994, the salaries for the Chief Executive Officer
and President were each set at $225,000 until June 30, 1997. See
"Employment Contracts, Termination of Employment and Change-in-Control
Agreements" below.
(4) Mr. Gumbert was hired as Chief Operating Officer of Insight Direct,
Inc. on July 1, 1996.
7
<PAGE> 9
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding stock
options granted during the calendar year ended December 31, 1997 to the Named
Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
NUMBER OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM (1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ------------------ ------------ ------------ ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Eric J. Crown 15,124(2) 1.9% $ 21.82 7/1/02 $ 52,826 $153,081
52,375(2) 6.6% $ 19.83 7/1/02 $286,993 $634,179
Timothy A. Crown 15,124(2) 1.9% $ 21.82 7/1/02 $ 52,826 $153,081
52,375(2) 6.6% $ 19.83 7/1/02 $286,993 $634,179
Stanley Laybourne 22,499(2) 2.8% $ 19.83 7/1/07 $280,631 $711,175
Michael A. Gumbert 7,500(2) 0.9% $ 17.67 1/2/07 $ 83,329 $211,171
22,499(2) 2.8% $ 19.83 7/1/07 $280,631 $711,175
Branson M. Smith 22,499(2) 2.8% $ 19.83 7/1/07 $280,631 $711,175
</TABLE>
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term (10
years). The potential realizable value of the foregoing options is
calculated by assuming that the market price of the underlying security
appreciates in value from the date of grant to the end of the term of
the option at the specified annual rates, and that the option is
exercised at the exercise price and sold on the last day of its term at
the appreciated price. These gains are based on assumed rates of stock
appreciation of 5% and 10% compounded annually from the date the
respective options were granted to their expiration date and are not
presented to forecast possible future appreciation, if any, in the
price of the Common Stock.
(2) One-third of the options become exercisable on each of the first three
anniversaries of the grant date.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to option
exercises of and the number and value of options outstanding at December 31,
1997 held by the Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END (#) OPTIONS AT FY-END (1)
SHARES ACQUIRED VALUE ----------------------------- -------------------------------
NAME ON EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eric J. Crown 0 0 0 67,499 0 $1,111,813
Timothy A. Crown 0 0 0 67,499 0 $1,111,813
Stanley Laybourne 10,250 $ 390,729 48,720 72,499 $1,562,461 $1,784,774
Michael A. Gumbert 30,000 $ 608,666 0 89,999 0 $1,778,736
Branson M. Smith 17,500 $ 557,333 0 49,999 0 $1,172,900
</TABLE>
(1) Value as of December 31, 1997 is based upon the closing price on
that date as reported on the Nasdaq National Market minus the exercise price,
multiplied by the number of shares underlying the option.
8
<PAGE> 10
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-OF-CONTROL
ARRANGEMENTS
Effective October 1, 1994, Eric J. Crown and Timothy A. Crown each
entered into an employment agreement with the Company on substantially identical
terms. Each employment agreement provided for an annual salary of $225,000
through June 30, 1997 and further provided that no bonus would be paid either to
Eric J. Crown or to Timothy A. Crown with respect to that period. Pursuant to
their terms, both agreements terminated on June 30, 1997.
The Company has entered into employment agreements with each of its
Named Executive Officers. The agreements provide for base salaries, incentive
bonuses and contain non-competition and change of control provisions. The Board
of Directors approved, based upon the Compensation Committee's recommendation,
the base salaries and incentive bonuses for Eric J. Crown, Timothy A. Crown and
Stanley Laybourne for a period of two years, effective July 1, 1997. These
agreements contain provisions that constantly renew the agreement for two years.
The base salaries for Eric J. Crown, Timothy A. Crown and Stanley
Laybourne are set at $250,000, $250,000 and $190,000, respectively. Messrs.
Crown, Crown and Laybourne are entitled to receive an incentive bonus, payable
quarterly, for the period under their two year agreement equal to 2.5%, 2.5% and
0.5%, respectively, of the Company's net earnings (before deducting the
incentive bonuses) provided that (i) the Company's net earnings exceed certain
stated minimums and (ii) in no event will the incentive bonuses exceed (A) with
respect to Messrs. Crown and Crown 270% of their base salaries and (B) with
respect to Messr. Laybourne 70% of his base salary.
Eric J. Crown, the Company's Chief Executive Officer, approved the base
salaries and incentive bonuses for Michael A. Gumbert and Branson M. Smith for
the period under their two year agreement. These agreements do not contain
provisions that constantly renew the agreement. The bases salaries for Michael
A. Gumbert and Branson M. Smith are set at $215,000 and $155,000, respectively.
Messrs. Gumbert and Smith are entitled to receive an incentive bonus, payable
quarterly, for the period under their two year agreement based on a percentage
of net earnings (before deducting the incentive bonuses) of their respective
subsidiaries provided that the Company's net earnings exceed certain stated
minimums.
The agreements for Eric J. Crown, Timothy A. Crown and Stanley
Laybourne contain Change-of-Control provisions and noncompete provisions that
could result in payments to these individual equal to three times their base
salary and incentive bonus for the preceding four quarters (all payments are to
be grossed up for the individuals' taxes) and accelerates the vesting of all
outstanding options, if a change-of-control did occur. The agreements for
Michael A. Gumbert and Branson M. Smith contain the same provisions except their
payment could be one times their base salary and incentive bonus for the
preceding four quarters, if a change-of-control did occur.
9
<PAGE> 11
The Compensation Committee and the Chief Executive Officer utilized
KPMG Peat Marwick LLP to analyze and review the competitiveness of executive
pay. The analysis has provided the basis for recommendations and approvals with
respect to the terms and provisions included in the 1998 executive employment
agreements. The analysis provided information regarding "peer" compensation
levels and long-term incentive compensation obtained from publicly held company
reports and SEC filings, executive compensation surveys and other relevant
sources. The Compensation Committee and the Chief Executive Officer considered
all such factors in its decision to adopt the related agreements.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive a retainer of
$2,000 per quarter, $500 per board meeting attended, $300 per committee meeting
attended, reimbursement of reasonable expenses and certain formula-based stock
option awards as described in the next paragraph. Directors who are employees of
the Company do not receive compensation for their service as directors.
Directors who are not employees of the Company ("nonemployee
directors") are eligible to receive nonqualified stock options only pursuant to
a formula grant provision of the Option Plan. The formula provided for an
initial grant of options for 3,750 shares to each nonemployee director on the
closing date of the Company's initial public offering. Commencing with the 1996
Annual Meeting of Stockholders, nonemployee directors started receiving options
for 2,250 shares each time they are elected for a three-year term on the Board.
Nonemployee directors initially elected to the Board between annual meetings
will receive options for 750 shares multiplied by the number of full and partial
years of their initial terms. Additionally, the nonemployee directors received
options for 4,500 shares during calendar 1996. This additional grant was based
on a compensation comparison to the Company's competitors for nonemployee
directors which was prepared by an independent company. Options granted under
the formula provision of the Option Plan are exercisable for 10 years at the
fair market value of the stock on the date of grant and vest over a three year
period, subject to continued Board service.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is charged with:
(1) reviewing and approving the annual salary, bonus and other
benefits, direct and indirect, including perquisites and
personal benefits, to be paid or awarded to the Company's
executive officers;
(2) reviewing and recommending to the Board of Directors new
compensation and stock plans and changes to existing plans;
and
(3) administering the incentive compensation plans, stock option
and other stock-based plans, and other employee benefit plans
of the Company and its subsidiaries.
10
<PAGE> 12
The Committee currently makes compensation decisions with respect to
Eric J. Crown, Timothy A. Crown and Stanley Laybourne, but not with respect to
Michael A. Gumbert and Branson M. Smith. The Compensation Committee has
delegated its authority to make compensation decisions to Eric J. Crown, the
Company's Chief Executive Officer, with respect to Messrs. Gumbert, Smith and
all others. The Committee currently is comprised of Larry A. Gunning and
Robertson C. Jones, each of whom is an outside director.
The Compensation Committee and the Chief Executive Officer utilized
KPMG Peat Marwick LLP to analyze and review the competitiveness of executive
pay. The analysis has provided the basis for recommendations and approvals with
respect to the terms and provisions included in the 1998 executive employment
agreements. The analysis provided information regarding "peer" compensation
levels and long-term incentive compensation obtained from publicly held company
reports and SEC Filings, executive compensation surveys and other relevant
sources. The Compensation Committee and the Chief Executive Officer considered
all such factors in its decision to adopt the related agreements.
COMPENSATION PHILOSOPHY
The general philosophy of the Company's executive compensation program
is to offer executive officers compensation that is competitive in the
marketplace, but also is based upon the Company's performance and/or the
employee's individual contribution and performance. The Company's executive
compensation policies are intended to motivate and reward executives for
long-term strategic management and the enhancement of stockholder value through
cash payments (salary and bonus) and equity incentives (in the form of stock
options). The ultimate goal of the Committee in its administration of the
Company's executive compensation program is to ensure that the Company attracts
and retains highly qualified managers through competitive salary and benefit
programs and encourages extraordinary effort on the part of management through
well-designed incentive opportunities.
BASE SALARY
Executive officer base salaries for the period of July 1, 1996 to June
30, 1997 were set by the Committee or Eric J. Crown, the Company's Chief
Executive Officer. With the exception of the increase in base salary paid to
Branson M. Smith, described below, executive officer base salaries for the
period of July 1, 1996 to June 30, 1997 were maintained at the rate which had
previously been established for the previous 12 months. The annual base salary
of Branson M. Smith, Chief Operating Officer of the Company's subsidiary, Direct
Alliance Corporation, was increased during the period of July 1, 1996 to June
30, 1997 from $125,000 to $137,500 based upon an appraisal of the contributions
of Mr. Smith.
Several factors were considered in originally setting each executive's
base salary, including compensation data for comparable companies in the
Company's industry and compensation data for executives with comparable
responsibilities in the Phoenix, Arizona metropolitan area, as derived primarily
from published industry data and proxy statements of publicly-held companies.
The Company did not utilize an independent consulting firm in formulating
compensation decisions in the agreements.
11
<PAGE> 13
Effective October 1, 1994 and in anticipation of the Company's initial
public offering, each of Eric J. Crown, Chief Executive Officer, and Timothy A.
Crown, President, entered into an employment agreement with the Company that
provided for, among other things, an annual base salary of $225,000 until June
30, 1997. These employment agreements terminated according to their terms on
June 30, 1997. As described under "Employment Contracts, Termination of
Employment and Change-of-Control Arrangements," the Compensation Committee,
utilized KPMG Peat Marwick LLP to analyze and review the competitiveness of
executive pay. The review has provided the basis for recommendations and
approvals with respect to the terms and provisions included in the 1998
executive employment agreements.
The base salaries for Eric J. Crown, Timothy A. Crown, Stanley
Laybourne, Michael A. Gumbert and Branson M. Smith are set at $250,000,
$250,000, $190,000, $215,000 and $155,000 respectively, for a two year period
effective July 1, 1997. Additionally, Messrs. Crown, Crown and Laybourne are
entitled to receive an incentive bonus, payable quarterly, during the two year
agreement based on a percentage of the Company's net earnings (before deducting
the incentive bonuses) and Messrs. Gumbert and Smith are entitled to receive an
incentive bonus, payable quarterly, during their two year agreement based on a
percentage of net earnings (before deducting the incentive bonuses), of their
respective subsidiaries, provided that (i) the Company's net earnings exceed
stated minimums and (ii) in no event will the incentive bonuses exceed (A) with
respect to Messrs. Crown and Crown, 270% of their base salaries and (B) with
respect to Messr. Laybourne 70% of his base salaries.
CASH BONUSES
Traditionally, the Company has viewed cash bonuses for executive
officers as an opportunity to tie a portion of an executive officer's
compensation to the financial performance of the Company. As mentioned above,
the employment agreements for the Chief Executive Officer and President
specifically provided that no bonuses would be paid to those officers for
performance from October 1, 1994 to June 30, 1997. The Company did pay bonuses
to its other executive officers during the first two quarters of calendar 1997,
based on both the Company's performance and their individual contributions.
During the last two quarters of calendar 1997, bonuses were paid to the
Company's Named Executive Officers according to the executive employment
agreements, as described above. During calendar 1997, cash bonuses were earned
by the Company's Named Executive Officers as follows: Eric J. Crown - $195,042;
Timothy A. Crown - $195,042; Stanley Laybourne - $85,342; Michael A. Gumbert -
$110,967; and Branson M. Smith - $36,118.
STOCK INCENTIVES
In November 1994, the Company's Board of Directors adopted and the
Company's private stockholders approved the 1994 Stock Option Plan (the "1994
Option Plan") under which incentive stock options and nonqualified stock options
may be granted to executive officers, other key employees, nonemployee directors
and consultants. In October 1997, the Company's Board of Directors adopted and
the Company's stockholders approved the Company's 1998 Long-Term Incentive Plan
(the "LTIP") under which a variety of stock-based awards may be granted to
officers, employees, directors, and consultants or independent contractors,
including officers who are also directors of the Company and its subsidiaries.
Stock-based compensation is viewed as a critical incentive component of the
Company's overall executive compensation program because it directly ties an
executive's compensation to the value realized by the Company's owners -- its
stockholders -- and because it permits the Company to recruit and retain top
talent.
12
<PAGE> 14
During calendar 1997, stock options to purchase a total of 209,995
shares of Company Common Stock were granted to the Company's Named Executive
Officers as follows: Eric J. Crown - 67,499 shares; Timothy A. Crown - 67,499
shares; Stanley Laybourne - 22,499 shares; Michael A. Gumbert - 29,999 shares;
and Branson M. Smith - 22,499 shares.
All of the options granted during calendar 1997 to Named Executive
Officers provide that one-third of the options vest on each of the first three
anniversaries of the date of grant, provided the optionee is still an employee
of the Company at that time. A staged vesting was employed in order to provide
incentive for the Company's key executives to remain at the Company for at least
three years following the date of option grant to promote continuity of the
Company's previously successful management team. All of the options were granted
with an exercise price equal to the market value of the Company's Common Stock
at the close of trading on the date of grant, thus serving to focus the
optionee's attention on managing the Company from the perspective of an owner
with an equity stake in the business.
SECTION 162(m)
Section 162(m) of the Internal Revenue Code limits, to $1 million, the
deductibility by a publicly held corporation of compensation paid in a taxable
year to the Chief Executive Officer and any other executive officer whose
compensation is required to be reported in the Summary Compensation Table.
Qualified performance-based compensation will not be subject to the deduction
limit if certain conditions are met. It is the Committee's intent to evaluate
and, to the extent possible consistent with its other compensation objectives
and overall compensation philosophy, take the steps necessary to satisfy those
conditions in order to preserve the deductibility of executive compensation.
Nevertheless, the Company may not be able to preserve deductibility of executive
compensation recognized in connection with the exercise of certain options that
have been granted to covered executive officers. Specifically, compensation
resulting from the exercise of options granted to a covered executive officer
under the 1994 Option Plan will not qualify for deductibility to the extent that
the total of the base salary, bonuses and compensation from such option exercise
received by any covered executive officer exceeds $1 million in any taxable
year.
COMPENSATION COMMITTEE
Larry A. Gunning Robertson C. Jones
13
<PAGE> 15
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock with the
cumulative total return of the Nasdaq Composite Index and the Nasdaq Retail
Trade Index for the period commencing January 24, 1995 (the date on which
trading in the Company's Common Stock commenced) and ended December 31, 1997.
The graph assumes that $100 was invested on January 24, 1995 in Company Common
Stock and in each of the two Nasdaq indices, and that, as to such indices,
dividends were reinvested. The Company has not, since its inception, paid any
dividends on the Common Stock.
Historical stock price performance shown on the graph is not
necessarily indicative of future price performance.
<TABLE>
<CAPTION>
DATE NSIT MARKET INDEX PEER INDEX
---- ---- ------------ ----------
<S> <C> <C> <C>
Jan-95 100.000 100.000 100.000
Feb-95 97.590 104.175 100.618
Mar-95 98.795 107.262 101.056
Apr-95 100.000 110.639 100.503
May-95 131.325 113.492 102.893
Jun-95 149.398 122.690 111.315
Jul-95 185.542 131.708 117.362
Aug-95 184.337 134.377 117.033
Sep-95 224.096 137.467 119.160
Oct-95 171.084 136.680 117.058
Nov-95 142.169 139.889 116.435
Dec-95 120.482 139.144 112.544
Jan-96 122.892 139.830 111.422
Feb-96 130.120 145.154 118.782
Mar-96 146.988 145.634 126.582
Apr-96 171.084 157.717 138.024
May-96 191.566 164.959 141.278
Jun-96 224.096 157.522 135.292
Jul-96 228.916 143.492 127.003
Aug-96 248.193 151.532 136.002
Sep-96 360.241 163.123 142.823
Oct-96 327.711 161.321 136.928
Nov-96 324.096 171.294 140.286
Dec-96 269.880 171.138 134.176
Jan-97 316.265 183.301 137.014
Feb-97 301.205 173.180 132.295
Mar-97 238.554 161.880 127.622
Apr-97 228.916 166.938 123.383
May-97 274.699 185.861 136.361
Jun-97 289.759 191.553 144.209
Jul-97 368.675 211.764 150.872
Aug-97 416.867 211.441 153.430
Sep-97 478.916 223.951 163.510
Oct-97 565.663 212.358 154.869
Nov-97 560.241 213.421 158.263
Dec-97 531.325 210.069 158.014
</TABLE>
<TABLE>
<CAPTION>
Jan. 24, Dec. 31, Dec. 31, Dec. 31,
1995 1995 1996 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Insight Enterprises, Inc. Common Stock $100.00 $120.48 $269.88 $531.33
Nasdaq Stock Market U.S. Companies (Market Index) $100.00 $139.14 $171.14 $210.07
Nasdaq Retail Trade Stock (Peer Index) $100.00 $112.54 $134.18 $158.01
</TABLE>
14
<PAGE> 16
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than 10% of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose any failure to file by
these dates. Based upon a review of such reports furnished to the Company, or
written representations that no reports were required, the Company believes that
all of these filing requirements were satisfied during the calendar year ended
December 31, 1997, except that (i) Timothy A. Crown was one month late reporting
a gift of 10,000 shares to a charitable organization, (ii) former section 16
officer, Robert Brinkman, was seven months and four months late reporting the
grant of options to acquire 1,125 and 5,000 shares, repectively, and (iii)
former section 16 officer, Daniel Sager, was seven months, four months, and five
months late reporting a grant of options to acquire 1,125 shares, the grant of
options to acquire 5,000 shares, and the sale of 5,250 shares, respectively.
15
<PAGE> 17
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by (i) each person or entity
known to the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) each of the Company's directors, (iii) each of the Named
Executive Officers, and (iv) all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED(2)
NAME(1) NUMBER OF
SHARES PERCENT
<S> <C> <C>
Eric J. Crown 1,078,694(3) 10.4%
Timothy A. Crown 1,068,544 10.3%
Pilgrim Baxter & Associates 1,075,600(10) 10.4%
Fidelity Management and Resource Corporation 695,050(11) 6.7%
AIM Management Group, Inc. 657,500(12) 6.3%
Maverick Capital Limited 535,000(13) 5.2%
Stanley Laybourne 65,720(4) *
Michael A. Gumbert 8,815(5) *
Branson M. Smith 17,501(6) *
Larry A. Gunning 3,000(7) *
Robertson C. Jones 5,250(8) *
All directors and executive officers as a group 2,247,524(9) 21.5%
(7 persons)
</TABLE>
* Less than 1%
(1) The address of Messrs. Crown, Crown, Laybourne, Gumbert, Smith, Gunning
and Jones is c/o Insight Enterprises, Inc., 6820 South Harl Avenue,
Tempe, Arizona 85283.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes
voting or investment power with respect to securities. In accordance
with SEC rules, shares which may be acquired upon exercise of stock
options which are currently exercisable or which become exercisable
within 60 days of the date of the information in the table are deemed
to be beneficially owned by the optionee. Except as indicated by
footnote, and subject to community property laws where applicable, to
the Company's knowledge the persons or entities named in the table
above have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them.
(3) Includes 150 shares beneficially owned by Mr. Crown's spouse.
(4) Consists of 65,720 shares subject to options exercisable within 60 days
of the Record Date.
(5) Consists of 2,500 shares subject to options exercisable within 60 days
of the Record Date.
(6) Consists of 17,501 shares subject to options exercisable within 60 days
of the Record Date.
(7) Consists of 3,000 shares subject to options exercisable within 60 days
of the Record Date.
(8) Includes 4,500 shares subject to options exercisable within 60 days of
the Record Date.
(9) Includes 93,221 shares subject to options exercisable within 60 days of
the Record Date.
(10) Number of shares based on the stockholder's 13(G) filing for December
31, 1997. The address of Pilgrim Baxter & Associates is 825 Dupertail
Road, Wayne, PA 19087
(11) Number of shares based on the stockholder's 13(G) filing for December
31, 1997. The address of Fidelity Management and Resource Corporation
is 82 Devonshire Street, Boston, MA 02109.
(12) Number of shares based on the stockholder's 13(G) filing for December
31, 1997. The address of AIM Management Group, Inc. is P.O. Box 4333,
Houston, TX 77210.
(13) Number of shares based on the stockholder's 13(f) filing for December
31, 1997. The address of Maverick Capital Limited is 8080 N. Central
Expressway Suite 1, Dallas, TX 75206.
16
<PAGE> 18
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Eric J. Crown and Timothy A. Crown each own 15% of the voting
securities of Concentric Systems, Inc., a reseller of computer products.
Concentric Systems, Inc. purchased $731,343, $915,806 and $2,941,220, of
products from the Company, consisting primarily of computer hard disk drives,
for the years 1997, 1996 and 1995, respectively. These products were sold to
Concentric Systems, Inc. at an average mark-up of approximately one percent over
the cost of such products to the Company in 1997 and 1996 and approximately five
percent over cost in calendar 1995.
Commencing October 1993, the Company began leasing a parcel of vacant
land owned by a corporation that is owned by Eric J. Crown and Timothy A. Crown
pursuant to a month-to-month lease in which the Company paid a total of $15,120
in lease payments for 1997. The vacant land is adjacent to one of the Company's
facilities and is used as an employee parking lot. In August 1997, the property
was sold to an unrelated party.
In July 1996, the Company loaned $75,000 to Michael A. Gumbert, Chief
Operating Officer of Insight Direct, Inc. The loan was evidenced by a promissory
note and was collateralized with shares of the Company's Common Stock owned by
Mr. Gumbert. The note was interest free until January 1, 1997 and then accrued
interest at a rate of 6%. At December 31, 1997, the note had been paid in full.
The Company believes that transactions it has entered into with
affiliates are at arm's-length and on terms equivalent or similar to terms under
which the Company would conduct business with unaffiliated third parties.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The principal independent accounting firm utilized by the Company
during the year ended December 31, 1997 was KPMG Peat Marwick LLP, independent
certified public accountants. KPMG Peat Marwick LLP has audited the Company's
financial statements annually since 1988. It is presently contemplated that KPMG
Peat Marwick LLP will be retained as the principal accounting firm to be
utilized by the Company during 1998. A representative of KPMG Peat Marwick LLP
is expected to be present at the Annual Meeting for the purpose of responding to
appropriate questions and will be given the opportunity to make a statement if
he or she desires to do so.
STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the Company's 1999 Annual Meeting must be
received by the Company no later than December 15, 1998 in order that they may
be considered for inclusion in the proxy statement and form of proxy relating to
that meeting. Proposals should be addressed to the Secretary of the Company at
6820 South Harl Avenue, Tempe, Arizona 85283.
17
<PAGE> 19
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. If any other matter properly comes before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy card to vote the shares
represented by the proxies as the Board of Directors may recommend.
The foregoing Notice and Proxy Statement are sent by order of the Board
of Directors.
INSIGHT ENTERPRISES, INC.
/s/ Stanley Laybourne
March 31, 1998 Stanley Laybourne
Secretary, Treasurer
and Chief Financial Officer
18
<PAGE> 20
PROXY
INSIGHT ENTERPRISES, INC.
1998 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints ERIC J. CROWN and STANLEY LAYBOURNE, or any one
of them acting in the absence of the other with full powers of substitution, the
true and lawful attorneys and proxies of the undersigned to vote, as designated
below, all shares of Common Stock of Insight Enterprises, Inc. (the "Company")
which the undersigned is entitled to vote at the 1998 Annual Meeting of
Stockholders of the Company to be held at Insight's corporate headquarters, 6820
South Harl Avenue in Tempe, Arizona 85283, on Thursday, May 7, 1998 at 3:00 p.m.
local time and at any and all adjournments or postponements thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED ENVELOPE
- FOLD AND DETACH HERE -
<PAGE> 21
Please mark
your votes as
indicated in
this example. /X/
FOR WITHHELD
1. Election of Class I Director:
VOTE FOR nominee listed below / / / /
Nominee: Eric J. Crown
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR THE DIRECTOR NOMINEE AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING.
Signature _______________ Signature if held jointly _______________ Date _______
Please sign exactly as your name appears. If shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title.
- FOLD AND DETACH HERE -
Note: As approved by the Board of Directors of Insight Enterprises, Inc.,
the Company's year end has changed from June 30 to December 31.
