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KL2 2553275.3
Systemax Inc.
11 Harbor Park Drive
Port Washington, New York 11050
________________________
PROXY STATEMENT
________________________
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 2008 Annual Meeting of
Stockholders of the Company to be held on June 12, 2008 (the “Annual Meeting”). The notice of the Annual
Meeting, this proxy statement, the accompanying proxy and the annual report of the Company for the year ended
December 31, 2007 are first being mailed on or about April 29, 2008 to stockholders of record as of the close of
business on April 17, 2008. You can ensure that your shares are voted at the meeting by signing, dating and
promptly returning the enclosed proxy in the envelope provided. Sending in a signed proxy will not affect your
right to attend the meeting and vote in person. You may revoke your 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 a subsequent proxy, which revokes your
previously executed proxy. 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 for proposals 1, 2, 3 and 4. Under the Delaware General Corporation Law and the Company’s Amended and
Restated Certificate of Incorporation or the Company’s 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 Company’s Executive Incentive Plan (Proposal 2), (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 in order to approve the amendments to the Company’s 1999 Long-Term Stock
Incentive Plan (Proposal 3) 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).
A quorum is representation in person or by proxy at the Annual Meeting of at least a majority of the outstanding
Shares of the Company. Abstentions will be treated as votes cast on particular matters as well as shares present and
represented for purposes of establishing a quorum, with the result that an abstention has the same effect as a
negative vote. Where nominee record holders do not vote on specific issues because they did not receive specific
instructions on such issues from the beneficial owners, such broker non-votes will not be treated as votes cast on a
particular matter, and will therefore have no effect on the vote, but will be treated as shares present or represented
for purposes of establishing a quorum.
If shares are held through a broker, nominee, fiduciary or other custodian, you must provide voting instructions
to the record holder in accordance with the record holder’s requirements in order to ensure the shares are properly
voted. Under the rules of the New York Stock Exchange, member brokers who do not receive instructions from
beneficial owners will be allowed to vote on the election of directors of the Board (the “Directors”) and on the
ratification of the independent accountants.