CompUSA 2008 Annual Report Download - page 14

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5
KL2 2600873.8
Stockholder Nominations for Director
Stockholders may propose candidates for Board membership by writing to Systemax Inc., Attention: Nominating/Corporate
Governance Committee, 11 Harbor Park Drive, Port Washington, NY 11050 so that the nomination is received by the Company by
February 12, 2010 to be considered for the 2010 annual meeting. Any such proposal shall contain the name, Company security
holdings and contact information of the person making the nomination; the candidate's name, address and other contact information;
any direct or indirect holdings of the Company's securities by the nominee; any information required to be disclosed about directors
under applicable securities laws and/or stock exchange requirements; information regarding related party transactions with the
Company and/or the stockholder submitting the nomination; any actual or potential conflicts of interest; the nominee's biographical
data, current public and private company affiliations, employment history and qualifications and status as "independent" under
applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive the same consideration
as other nominees.
Compensation Committee
The Compensation Committee’ s responsibility is to review and approve corporate goals relevant to the compensation of the Chief
Executive Officer and, after an evaluation of the Chief Executive Officer’ s performance in light of such goals, to set the compensation
of the Chief Executive Officer. The Compensation Committee also approves (a) the annual compensation of the other executive
officers of the Company, (b) the annual compensation of certain subsidiary managers, and (c) all individual stock-based incentive
grants. The Committee is also responsible for reviewing and making periodic recommendations to the Board with respect to the
general compensation, benefits and perquisite policies and practices of the Company including the Company’ s incentive-based and
equity-based compensation plans. The Compensation Committee also prepares an annual report on executive compensation for
inclusion in the annual proxy statement. (See “Compensation Committee Report to Stockholders” below.) The current members of the
Compensation Committee are Stacy S. Dick (Chairman), Robert D. Rosenthal and Ann Leven. It is anticipated that if Ms. Adler-
Kravecas is elected to the Board at the Annual Meeting, she will serve on the Compensation Committee.
The Compensation Committee Charter was amended in February 2009. The Compensation Committee Charter is available on the
Company’ s website (www.systemax.com) or can be obtained by writing to Systemax Inc., Attention: Board of Directors (Corporate
Governance), 11 Harbor Park Drive, Port Washington, NY 11050.
Executive Committee
The Executive Committee consists of the Chairman of the Board and any Vice Chairman and such other Directors as may be
named thereto by the Board. The current members of the Executive Committee are Messrs. Richard Leeds, Robert Leeds, Bruce Leeds
and Robert D. Rosenthal, the Lead Independent Director. Among other duties as may be assigned by the Board from time to time, the
Executive Committee is authorized to oversee the operations of the Company, supervise the executive officers of the Company, review
and make recommendations to the Board regarding the strategic direction of the Company and review and make recommendations to
the Board regarding all possible acquisitions or other significant business transactions. The Executive Committee is also authorized to
manage the affairs of the Corporation between meetings of the Board; the Committee has all of the powers of the Board not
inconsistent with any provisions of the Delaware General Corporation Law, the Company’ s Certificate of Incorporation or By-Laws or
other resolutions adopted by the Board but does not generally exercise such authority.