CompUSA 2010 Annual Report Download - page 47

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44
PROPOSAL NO. 2
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
The guiding principles of the Company’ s compensation policies and decisions include aligning each
executive’ s compensation with the Company’ s business strategy and the interests of our stockholders and providing
incentives needed to attract, motivate and retain key executives who are important to our long-term success.
Consistent with this philosophy, a significant portion of the total incentive compensation for each of our executives
is directly related to the Company’ s financial results and to other performance factors that measure our progress
against the goals of our strategic and operating plans.
Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement,
which discusses how our compensation design and practices reflect our compensation philosophy. The
Compensation Committee and the Board believe that our compensation design and practices are effective in
implementing our guiding principles.
We are required to submit a proposal to stockholders for a (non-binding) advisory vote to approve the
compensation of our named executives pursuant to Section 14A of the 1934 Act. This proposal, commonly known
as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of
our named executives. This vote is not intended to address any specific item of compensation, but rather the overall
compensation of our named executives and the principles, policies and practices described in this proxy statement.
Accordingly, the following resolution is submitted for stockholder vote at the 2011 Annual Meeting:
“RESOLVED, that the stockholders of Systemax Inc. approve, on an advisory basis, the compensation of
its named executives as disclosed in the Proxy Statement for the 2011 Annual Meeting, including the Summary
Compensation Table and the Compensation Discussion and Analysis set forth in such Proxy Statement and other
related tables and disclosures.”
The affirmative vote of a majority of the votes cast for this proposal is required to approve, on an advisory
basis, the compensation of the Company’ s named executive officers, as disclosed in this proxy statement.
As this is an advisory vote, the result will not be binding on the Company, the Board or the Compensation
Committee, although our Compensation Committee will consider the outcome of the vote when evaluating our
compensation principles, design and practices. Proxies submitted without direction pursuant to this solicitation will
be voted “FOR” the approval of the compensation of the Company’ s named executives, as disclosed in this proxy
statement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF ITS NAMED
EXECUTIVES, AS DISCLOSED IN THIS PROXY STATEMENT.