CompUSA 2007 Annual Report Download - page 34

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29
KL2 2553275.3
Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public
accountants is not required by the Company’s By-Laws or other applicable legal requirement. However, the Board
is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to
continue to retain that firm. Even if the selection is ratified, the Audit Committee at its discretion may direct the
appointment of different independent registered public accountants at any time during the year or thereafter if it
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 2008, WHICH IS DESIGNATED AS PROPOSAL NO. 4 ON THE
ENCLOSED PROXY CARD.
ADDITIONAL MATTERS
Solicitation of Proxies
The cost of soliciting proxies for the Annual Meeting will be borne by the Company. In addition to solicitation
by mail, 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.
Annual Report
The Annual Report of the Company for the year ended December 31, 2007 will be first mailed to all
stockholders with this proxy statement.
Stockholder Proposals
Stockholder proposals intended to be presented at the Annual Meeting, including proposals for the nomination
of Directors, must be received by March 31, 2009, to be considered for the 2009 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 THE YEAR ENDED DECEMBER 31, 2007 IS
INCLUDED AS PART OF THE COMPANY’S ANNUAL REPORT PROVIDED WITH THIS PROXY
STATEMENT. AN ADDITIONAL COPY MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN