Current Report Filing (8-k)

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 1, 2020


Systemax Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware

1-13792

11-3262067

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11 Harbor Park Drive, Port Washington, New York

11050

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (516) 608-7000


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 obligations of the registrant under any of the following provisions ( see General Instruction A.2 below):


☐			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 240.14-12)


☐			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 CRF 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SYX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of Systemax Inc. (the “Company”) was held on June 1, 2020. At the annual meeting, the stockholders of the Company voted on four proposals, summarized below. The vote on each proposal is set forth below.

1. To elect eights directors for a one-year term ending at the Company’s 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified:


Name of Nominee	For	Withheld	Broker Non-Votes

Richard Leeds	31,319,143	3,819,854	1,408,077
Bruce Leeds	31,307,021	3,831,976	1,408,077
Robert Leeds	31,307,220	3,831,777	1,408,077
Barry Litwin	31,486,988	3,652,009	1,408,077
Chad M. Lindbloom	32,084,386	3,054,611	1,408,077
Paul S. Pearlman	32,931,799	2,207,198	1,408,077
Lawrence Reinhold	31,291,836	3,847,161	1,408,077
Robert D. Rosenthal	28,531,171	6,607,826	1,408,077

Accordingly, each of the director nominees was re-elected to the Board of Directors.

2. The adoption, on an advisory basis, of a resolution approving the compensation of the Named Executive Officers of the Company as described in the "Executive Compensation" section of the 2020 Proxy Statement:


For						27,777,078
Against						7,326,421
Abstain						35,498
Broker Non-Vote						1,408,077

Accordingly, our stockholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers of the Company.

3. To approve the Company’s 2020 Omnibus Long-Term Incentive Plan:


For						27,575,538
Against						7,557,482
Abstain						5,977
Broker Non-Vote						1,408,077

Accordingly, the Company's 2020 Omnibus Long-Term Incentive Plan was approved.

4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020:


For						36,526,144
Against						17,845
Abstain						3,085
Broker Non-Vote						0

Accordingly, the appointment of Ernst & Young LLP was ratified.

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.