CompUSA 2010 Annual Report Download - page 48

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45
PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY
VOTE ON EXECUTIVE COMPENSATION
Pursuant to Section 14A of the 1934 Act, the Company is required at least once every six years to submit to
stockholders for a (non-binding) advisory vote a proposal as to whether the stockholder (non-binding) advisory vote
to approve the compensation of its named executives — Proposal No. 2 above — should occur every one, two or
three years. You may cast your vote by choosing one year, two years or three years or you may abstain from voting
when you vote for the resolution set forth below.
In formulating its recommendation, the Board has determined that an advisory vote on executive
compensation every three years is the best approach for the Company based on a number of considerations,
including the following:
• Our compensation program is designed to induce performance over a multi-year period. A vote
held every three years would be more consistent with, and provide better input on, our long-
term
compensation, which constitutes a significant portion of the compensation of our named
executives;
• A three-year vote cycle gives the
Board sufficient time to thoughtfully consider the results of the
advisory vote and to implement any desired changes to our executive compensation policies and
procedures; and
• A three-year cycle will provide stockholders sufficient time to evaluate the effectiveness of our
short- and long-term compensation strategies and the related business outcomes of the Company.
Accordingly, the following resolution is submitted for stockholder vote at the 2011 Annual Meeting:
“RESOLVED, that the option set forth below receiving a majority of the votes cast by the
stockholders of Systemax Inc. shall be the preferred frequency with which Systemax Inc. is to hold an
advisory vote on the approval of the compensation of its named executives included in the proxy statement:
• yearly or
• every two years or
• every three years”
The option of one year, two years or three years that receives a majority of votes cast by stockholders will
be the frequency for the advisory vote on executive compensation that has been selected by stockholders. However,
as this is an advisory vote, the result will not be binding on our Board or the Company. Our Compensation
Committee will consider (but will not be bound by) the outcome of the vote when determining how often the
Company should submit to stockholders an advisory vote to approve the compensation of its named executives
included in the Company’ s proxy statement; if no option receives a majority vote, the Compensation Committee, in
line with the Board’ s recommendation, will follow the “EVERY THREE YEARS”’ OPTION. Proxies submitted
without direction pursuant to this solicitation will be voted for the option of “EVERY THREE YEARS”.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE OPTION OF “EVERY THREE YEARS” AS THE FREQUENCY WITH WHICH
STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF ITS NAMED
EXECUTIVES INCLUDED IN THE COMPANY’ S PROXY STATEMENT.