CompUSA 2010 Annual Report Download - page 9

Systemax Inc.
11 Harbor Park Drive
Port Washington, New York 11050
6
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation of proxies on behalf of the Board of
Directors (the “Board”) of Systemax Inc., a Delaware corporation (the “Company”), for the 2011 Annual Meeting of
Stockholders of the Company to be held on June 10, 2011 (the “Annual Meeting”). The Company has made the
proxy materials available to stockholders of record as of the close of business on April 15, 2011 at
www.proxyvote.com beginning on April 29, 2011 and is first mailing such materials to stockholders that requested
printed copies of such materials on or about April 29, 2011.
You can ensure that your shares are voted at the meeting by voting your shares over the internet at
www.proxyvote.com or by telephone at [phone] until 11:59 PM (EDT) on June 9, 2011 or by signing, dating
and promptly returning a proxy, if you received a proxy by mail, in the envelope provided or to the address
contained in the voting instructions therein. Voting your shares over the internet, by telephone or by sending in a
signed proxy will not affect your right to attend the meeting and vote in person. Stockholders of record may revoke
their proxy at any time before it is voted by notifying the Company’ s Transfer Agent, American Stock Transfer &
Trust Company, 59 Maiden Lane, New York, NY 10038, Attention: Proxy Department, in writing, or by executing
and delivering a subsequently dated proxy to the address contained in the voting instructions in the proxy, which
revokes your previously executed proxy. Beneficial holders whose shares are held of record by a broker, bank or
other nominee may revoke their proxy at any time before it is voted by following the instructions of their broker,
bank or other nominee.
The Company’ s principal executive offices are located at 11 Harbor Park Drive, Port Washington, New
York 11050.
Voting Procedures
Proxies will be voted as specified by the stockholders. Where specific choices are not indicated, proxies
will be voted, per the Board of Directors’ recommendations, for proposals 1, 2 and 4. With respect to Item 3, proxies
will be voted in favor of Every “Three Years” for the frequency of voting on the advisory resolution on executive
compensation. If any other matters properly come before the Annual Meeting, the persons named in the proxy will
vote at their discretion.
Under the Delaware General Corporation Law and the Company’ s Amended and Restated Certificate of
Incorporation and By-Laws, (1) the affirmative vote of a plurality of the outstanding shares of common stock of the
Company (the “Shares”) entitled to vote and present, in person or by properly executed proxy, at a meeting at which
a quorum is present will be required to elect the nominated directors of the Board (Proposal 1); (2) the affirmative
vote of a majority of the outstanding Shares entitled to vote and present, in person or by properly executed proxy, at
a meeting at which a quorum is present will be required to approve the non-binding advisory resolution on executive
compensation; (3) the affirmative vote of a majority of the outstanding Shares entitled to vote and present, in person
or by properly executed proxy, at a meeting at which a quorum is present will be required to approve the non-
binding advisory resolution on the frequency of the advisory vote on executive compensation; and (4) the
affirmative vote of a majority of the outstanding Shares entitled to vote and present, in person or by properly
executed proxy, at a meeting at which a quorum is present will be required to ratify the appointment of Ernst &
Young LLP as the Company’ s independent registered public accountants (Proposal 4).
Richard Leeds, Robert Leeds and Bruce Leeds (each a director and officer of the Company), together with
trusts for the benefit of certain members of their respective families and other entities controlled by them, as
applicable, beneficially owned as of our record date more than 50% of the shares of common stock, and they have
each separately advised us that they intend to vote all of such shares of common stock they each have the power to
vote in accordance with the recommendations of the Board of Directors on each of the items of business identified
above, which will be sufficient to constitute a quorum and to determine the outcome of each item under
consideration.