CompUSA 2009 Annual Report Download - page 9

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Systemax Inc.
11 Harbor Park Drive
Port Washington, New York 11050
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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 2010 Annual Meeting of Stockholders of the Company to be held on
June 11, 2010 (the “Annual Meeting”). The Company has made the proxy materials available to stockholders of record as of the close
of business on April 14, 2010 at www.proxyvote.com beginning on April 29, 2010 and is first mailing such materials to stockholders
that requested printed copies of such materials on or about April 29, 2010.
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 10, 2010 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 for
proposals 1, 2 and 3. 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 will be required to adopt
the 2010 Long Term Incentive Plan; and (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 ratify the appointment of Ernst &
Young LLP as the Company’ s independent registered public accountants (Proposal 3).
A quorum is representation in person or by proxy at the Annual Meeting of at least a majority of the outstanding
Shares. Abstentions will have no effect on the election of directors (Proposal 1). Abstentions on other matters 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 your shares are held through a broker, bank or other nominee, you must provide voting instructions to such record holder in
accordance with such record holder’ s requirements in order to ensure that your shares are properly voted. If you do not provide your
broker or other nominee with instructions on how to vote your “street name” shares, your broker or nominee will not be permitted to
vote them on non-routine matters (a broker “non-vote”) such as Items 1 and 2. Shares subject to a broker “non-vote” will not be
considered entitled to vote with respect to Items 1 and 2, and will not affect the outcome on those Items. Please note that the rules
regarding how brokers may vote your shares have changed this year as compared to last year’ s rules. Brokers may no longer vote your
shares on the election of directors, or any other non-routine matters, in the absence of your specific instructions as to how to vote. We
encourage you to provide instructions to your broker regarding the voting of your shares.