CompUSA 2010 Annual Report Download - page 50

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47
determines that such a change would be in the best interests of the Company and its stockholders.
Vote Required for Approval
Ratification of the selection of Ernst & Young LLP as the Company’ s independent registered public
accountants will require the affirmative vote of the holders of a majority of the Shares present in person or by proxy
and entitled to vote on the issue. There are no rights of appraisal or dissenter’ s rights as a result of a vote on this
issue.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL 2011, WHICH IS DESIGNATED AS PROPOSAL NO. 4.
ADDITIONAL MATTERS
Solicitation of Proxies
We are using the Securities and Exchange Commission, or SEC, Notice and Access rule that allows us to
furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to
each stockholder. As a result, beginning on or about April 29, 2011, we sent to most of our stockholders by mail a
notice containing instructions on how to access our proxy materials over the internet and vote online. This notice is
not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive
paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on
the website referred to in the notice.
The proxy statement and annual report on Form 10-K for fiscal year 2010 are available at
www.proxyvote.com.
The cost of soliciting proxies for the Annual Meeting will be borne by the Company. In addition to
solicitation by mail and over the internet, solicitations may also be made by personal interview, fax and
telephone. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to
send proxies and proxy material to their principals, and the Company will reimburse them for expenses in so
doing. Consistent with the Company’ s confidential voting procedure, Directors, officers and other regular
employees of the Company, as yet undesignated, may also request the return of proxies by telephone or fax, or in
person.
Stockholder Proposals
Stockholder proposals intended to be presented at the Annual Meeting, including proposals for the
nomination of Directors, must be received by February 10, 2012, to be considered for the 2012 annual meeting
pursuant to Rule 14a-8 under the Exchange Act. Stockholders proposals should be mailed to Systemax Inc.,
Attention: Investor Relations, 11 Harbor Park Drive, Port Washington, NY 11050.
Other Matters
The Board does not know of any matter other than those described in this proxy statement that will be presented
for action at the meeting. If other matters properly come before the meeting, the persons named as proxies intend to
vote the Shares they represent in accordance with their judgment.
A COPY OF THE COMPANY’S FORM 10-K FOR FISCAL YEAR 2010 IS INCLUDED AS PART OF THE
COMPANY’S ANNUAL REPORT ALONG WITH THIS PROXY STATEMENT, WHICH ARE
AVAILABLE AT www.proxyvote.com.