UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 10, 2011
______________________________
SYSTEMAX INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation)
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1-13792
(Commission
File Number)
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11-3262067
(IRS Employer
Identification No.)
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11 Harbor Park Drive
Port Washington, New York 11050
(Address of principal executive offices)
(516) 608-7000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of Systemax Inc. (the “Company”) was held on June 10, 2011. At the annual meeting, the stockholders of the Company voted on four proposals, summarized below. The vote on each proposal is set forth below.
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1.
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To elect seven directors for a one-year term ending at the Company’s 2012 annual meeting of stockholders or until their respective successors are duly elected and qualified:
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Name of Nominee
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FOR
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WITHHELD
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Broker Non-Votes
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Richard Leeds
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30,951,688
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1,753,911
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2,943,789
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Bruce Leeds
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30,923,903
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1,781,696
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2,943,789
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Robert Leeds
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30,922,256
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1,783,343
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2,943,789
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Lawrence P. Reinhold
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30,788,244
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1,917,355
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2,943,789
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Stacy S. Dick
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32,512,807
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192,792
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2,943,789
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Robert D. Rosenthal
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32,521,690
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183,909
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2,943,789
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Marie Adler-Kravecas
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32,521,196
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184,403
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2,943,789
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Accordingly, each of the director nominees was re-elected to the Board of Directors.
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2.
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To adopt, on an advisory basis, a resolution approving the compensation of the named executive officers of the Company as described in the “Executive Compensation” section of the 2011 Proxy Statement:
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For
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31,940,555
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Against
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92,725
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Abstain
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672,319
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Broker Non-Vote
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2,943,789
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Accordingly, the resolution approving the compensation of the named executive officers was adopted, on an advisory basis.
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3.
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To select, on an advisory basis, the frequency of the stockholder vote on the compensation of the Company’s named executive officers:
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3 YEARS
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2 YEARS
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1 YEAR
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ABSTAIN
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BROKER NON-VOTES
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28,863,155
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13,992
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3,165,054
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663,398
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2,943,789
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Accordingly, on an advisory basis, the stockholder vote on compensation of the named executive officers is to be held every three years.
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4.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2011:
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For
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35,632,224
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Against
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10,217
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Abstain
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6,947
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Broker Non-Vote
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-
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Accordingly, the appointment of Ernst & Young LLP was ratified.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYSTEMAX INC.
By: /s/ Curt Rush
Name: Curt Rush
Title: General Counsel and Secretary
Date: June 14, 2011