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Systemax Inc.
11 Harbor Park Drive
Port Washington, New York 11050
3
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 10, 2011
Dear Stockholders:
The 2011 Annual Meeting of the Stockholders of Systemax Inc. (the “Company”) will be held at the
Company’ s offices, 11 Harbor Park Drive, Port Washington, New York, on Friday, June 10, 2011 at 2:00 p.m. for
the following purposes, as more fully described in the accompanying proxy statement:
1.
To elect the Company’ s Board of Directors;
2.
To consider and approve a nonbinding advisory resolution regarding the compensation of our Named
Executive Officers, as described under the heading “Executive Compensation”;
3.
To consider and act upon a nonbinding, advisory resolution on the frequency of the advisory vote on the
compensation of our Named Executive Officers;
4.
To consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as the
Company’ s independent registered public accountants; and
5.
To transact such other business as may properly come before the meeting and any and all adjournments
or postponements thereof.
The Board of Directors has fixed the close of business on April 15, 2010 as the record date for the
determination of the stockholders entitled to notice of and to vote at the meeting and at any adjournment or
postponement thereof.
Stockholders are invited to attend the meeting. Whether or not you expect to attend, we urge you to vote
your shares. YOU CAN VOTE YOUR SHARES OVER THE INTERNET AT www.proxyvote.com OR BY
TELEPHONE AT (800) 690-6903 UNTIL 11:59 PM (EDT) ON JUNE 9, 2011. IF YOU RECEIVED A PAPER
PROXY CARD BY MAIL, YOU MAY ALSO VOTE BY SIGNING, DATING, AND RETURNING THE PROXY
CARD IN THE ENVELOPE PROVIDED OR TO THE ADDRESS SET FORTH IN THE VOTING
INSTRUCTIONS CONTAINED THEREIN. If you attend the meeting, you may vote your shares in person, which
will revoke any previously executed proxy.
If your shares are held of record by a broker, bank or other nominee and you wish to attend the meeting,
you must obtain a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares
and bring it to the meeting. In order to vote your shares at the meeting, you must obtain from the record holder a
proxy issued in your name.
Regardless of how many shares you own, your vote is very important. PLEASE VOTE YOUR SHARES
OVER THE INTERNET OR BY TELEPHONE OR IF YOU RECEIVED A PAPER PROXY CARD BY MAIL,
SIGN, DATE, AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED TODAY.
Sincerely,
CURT S. RUSH
General Counsel and Secretary
Port Washington, New York
April 29, 2011