(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
|_|
|
Fee
paid previously with preliminary
materials.
|
|_|
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
1.
|
To
elect the Company’s Board of
Directors;
|
2.
|
To
consider and vote upon a proposal to ratify the appointment of Ernst &
Young LLP as the Company’s independent registered public accountants;
and
|
3.
|
To
transact such other business as may properly come before the meeting and
any and all adjournments or postponements
thereof.
|
Name of Nominee
|
Principal Occupation
|
Age
|
Director Since
|
Richard
Leeds
|
Chairman
and Chief Executive Officer of the Company
|
49
|
April
1995
|
Bruce
Leeds
|
Vice
Chairman of the Company
|
53
|
April
1995
|
Robert
Leeds
|
Vice
Chairman of the Company
|
53
|
April
1995
|
Gilbert
Fiorentino
|
Chief
Executive of the Company’s Technology Products Group
|
49
|
May
2004
|
Lawrence
P. Reinhold
|
Executive
Vice President and Chief Financial Officer of the Company
|
49
|
March
2009
|
Robert
D. Rosenthal
|
Chairman
and Chief Executive Officer of First Long Island Investors
LLC
|
60
|
July
1995
|
Stacy
S. Dick
|
Managing
Director of Rothschild Inc.
|
52
|
November
1995
|
Marie
Adler-Kravecas
|
Retired
President of Myron Corporation
|
49
|
N/A
|
AUDIT COMMITTEE
|
Ann Leven (Chair)
|
Stacy
S. Dick
|
Robert D. Rosenthal
|
*
|
The
information contained in this Audit Committee Report shall not be deemed
to be “soliciting material” or to be “filed” with the SEC, nor shall such
information be incorporated by reference into any filings under the
Securities Act of 1933, as amended, which we refer to as the Securities
Act, or under the Exchange Act, except to the extent that we specifically
incorporate this information by reference into any such
filing.
|
Name
|
Age
|
Office
|
Richard Leeds
|
49
|
Chairman
and Chief Executive Officer; Director
|
Bruce Leeds
|
53
|
Vice
Chairman; Director
|
Robert Leeds
|
53
|
Vice
Chairman; Director
|
Gilbert Fiorentino
|
49
|
Chief
Executive of the Company’s Technology Products Group;
Director
|
Lawrence P. Reinhold
|
49
|
Executive
Vice President and Chief Financial Officer; Director
|
Thomas Axmacher
|
49
|
Vice
President and Controller
|
Curt S. Rush
|
55
|
General
Counsel and Secretary
|
Directors
and Executive Officers
|
Amount
and
Nature
of
Beneficial
Ownership(a)
|
Percent
of Class
|
||||||
Richard
Leeds (1)
|
12,702,100
|
34.7
|
%
|
|||||
Bruce
Leeds (2)
|
9,200,835
|
25.1
|
%
|
|||||
Robert
Leeds (3)
|
9,948,721
|
27.2
|
%
|
|||||
Gilbert
Fiorentino (4)
|
1,317,763
|
3.6
|
%
|
|||||
Stacy
S. Dick (5)
|
24,228
|
*
|
||||||
Robert
D. Rosenthal (6)
|
50,228
|
*
|
||||||
Ann
Leven (7)
|
18,228
|
*
|
||||||
Lawrence P. Reinhold (8) | 67,500 | * | ||||||
All
current Directors and executive officers of the Company (10
persons)
|
26,339,473 | 71.9 | % | |||||
Other Beneficial Owners of 5% or More of the
Company’s Voting Stock
|
||||||||
None
|
|
(a)
|
Amounts
listed in this column may include shares held in partnerships or trusts
that are counted in more than one individual’s
total.
|
*
|
less
than 1%
|
(1)
|
Includes
3,136,666 shares owned by Mr. Leeds directly, 2,449,845 shares owned by
the Richard Leeds 2008 GRAT and 183,306 shares owned by the Richard Leeds
2007 GRAT. Also includes 1,838,583 shares owned by a limited
partnership of which Richard Leeds is the general partner, 235,850 shares
owned by a limited partnership of which a limited liability company
controlled by Mr. Leeds is the general partner, 4,338,050 shares owned by
trusts for the benefit of his brothers’ children for which Richard Leeds
acts as co-trustee and 519,800 shares owned by a limited partnership in
which Richard Leeds has an indirect pecuniary interest. Mr.
Leeds’ mailing address is Richard Leeds, c/o Systemax Inc., 11 Harbor Park
Drive, Port Washington, NY 11050.
|
(2)
|
Includes
3,137,166 shares owned by Mr. Leeds directly, 1,736,229 shares owned by
the Bruce Leeds 2008 GRAT and 183,306 shares owned by the Bruce Leeds
2007 GRAT. Also includes 3,624,334 shares owned by trusts for
the benefit of his brothers’ children for which Bruce Leeds acts as
co-trustee and 519,800 shares owned by a limited partnership in which
Bruce Leeds has an indirect pecuniary interest. Mr. Leeds’
mailing address is Bruce Leeds, c/o Systemax Inc., 11 Harbor Park Drive,
Port Washington, NY 11050.
|
(3)
|
Includes
2,137,168 shares owned by Mr. Leeds directly, 3,063,651 shares owned by
the Robert Leeds 2008 GRAT and 229,826 shares owned by the Robert Leeds
2007 GRAT. Also includes 3,998,276 shares owned by trusts for
the benefit of his brothers’ children for which Robert Leeds acts as
co-trustee and 519,800 shares owned by a limited partnership in which
Robert Leeds has an indirect pecuniary interest. Mr. Leeds’
mailing address is Robert Leeds, c/o Systemax Inc., 11 Harbor Park Drive,
Port Washington, NY 11050.
|
(4)
|
Includes
options to acquire 500,003 shares that are currently exercisable pursuant
to the terms of the Company’s 1995 and 1999 Long-Term Stock Incentive
Plan.
|
(5)
|
Includes
options to acquire a total of 19,500 shares that are exercisable
immediately pursuant to the terms of the Company’s 1995 Stock Plan for
Non-Employee Directors
|
(6)
|
Includes
options to acquire a total of 11,000 shares that are exercisable
immediately pursuant to the terms of the Company’s 1995 Stock Plan for
Non-Employee Directors.
|
(7)
|
Includes
options to acquire a total of 13,000 shares that are exercisable
immediately pursuant to the terms of the Company’s 1995 Stock Plan for
Non-Employee Directors.
|
(8)
|
Includes
options to acquire 62,500 shares that are currently exercisable pursuant
to the terms of the Company’s 1999 Long-Term Stock Incentive
Plan.
|
|
EQUITY
COMPENSATION PLAN INFORMATION
|
(a)
|
(b)
|
(c)
|
|||||||||||||
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
||||||||||||
Equity
compensation plans approved by security holders
|
2,202,584
|
$9.23
|
4,941,514
|
||||||||||||
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
||||||||||||
Total
|
2,202,584
|
$9.23
|
4,941,514
|
Richard Leeds | Chairman; Chief Executive Officer |
Bruce Leeds | Vice Chairman |
Robert Leeds | Vice Chairman |
Gilbert Fiorentino | Chief Executive - Technology Products Group |
Lawrence Reinhold |
Executive
Vice President; Chief Financial Officer
|
·
|
Operational
and Financial Performance (utilizing standard metrics such as net sales,
operating income, consolidated net income, earnings before interest and
taxes (“EBIT”), gross margin, operating margin, earnings per share,
working capital, return on invested capital, stockholder equity and peer
group comparisons);
|
·
|
Strategic
Accomplishments (including growth in the business, implementation of
systems, process and technology improvements, and growth in the value of
the Company’s assets, including through strategic acquisition
transactions); and
|
·
|
Corporate
Governance and Oversight (encompassing legal and regulatory compliance and
adherence to Company policies including the timely filing of periodic
reports with the SEC, the Sarbanes-Oxley Act, environmental, employment
and safety laws and regulations and the Company’s corporate ethics
policy).
|
·
|
Base
salary;
|
·
|
Cash
bonuses;
|
·
|
Stock–based
incentives (other than for the Chairman/CEO and the two Vice Chairmen of
the Company who are considered majority stockholders of the Company);
and
|
·
|
Benefits,
perquisites and other compensation.
|
1.
|
The
Compensation Committee will not, except in unusual circumstances, delegate
to the Company officers the authority to grant options to
employees. Instead, Company management will present to the
Compensation Committee in advance a list of prospective grantees with the
specific number of option shares proposed to be granted to each
grantee. The Compensation Committee shall then consider and if
agreed, in its discretion, approve the list (with or without
modification). The grant date of such options shall be the date
that the Committee approves the list and the exercise price of such
options shall be the NYSE closing price of the Company stock on the grant
date.
|
2.
|
The
Compensation Committee will be cognizant of timing the grant of options in
relation to the publication of Company earnings releases and other public
announcements so as to avoid any perception of “spring-loading” or
“bullet-dodging,” i.e. granting options just after the release of
unfavorable news or before the release of favorable news. Stock
option grants will not be made, generally, until after the Company has
disclosed, and the market has had an opportunity to react to, material,
potentially market-moving, information concerning the
Company.
|
3.
|
In
general, employee stock option grants will be made at fixed times each
year.
|
COMPENSATION
COMMITTEE
|
Stacy
S. Dick
|
Robert D.
Rosenthal
|
Ann
Leven
|
*
|
The
information contained in this Compensation Committee Report shall not be
deemed to be “soliciting material” or to be “filed” with the SEC, nor
shall such information be incorporated by reference into any filings under
the Securities Act of 1933, as amended, which we refer to as the
Securities Act, or under the Exchange Act, except to the extent that we
specifically incorporate this information by reference into any such
filing.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
(2)
|
All
Other
Compensation
($)
|
Total
($)
|
Richard
Leeds
|
2008
|
550,000
|
550,000
|
-
|
-
|
-
|
26,522
(3)
|
1,126,522
|
Chairman
and Chief Executive Officer
|
2007
|
442,600
|
600,000
|
-
|
-
|
-
|
19,843
|
1,062,443
|
2006
|
420,000
|
600,000
|
-
|
-
|
-
|
27,795
|
1,047,795
|
|
Lawrence
P. Reinhold
|
2008
|
455,250
|
325,000
|
-
|
567,161
|
-
|
22,923
(4)
|
1,370,334
|
Vice
President and Chief
Financial
Officer
|
2007
2006
|
380,385
-
|
325,000
-
|
-
-
|
714,073
-
|
-
-
|
20,921
-
|
1,440,379
-
|
Bruce
Leeds
|
2008
|
450,000
|
375,000
|
-
|
-
|
-
|
21,329
(5)
|
846,329
|
Vice
Chairman
|
2007
|
405,365
|
400,000
|
-
|
-
|
-
|
21,912
|
827,277
|
2006
|
389,881
|
250,000
|
-
|
-
|
-
|
26,061
|
665,942
|
|
Robert
Leeds
|
2008
|
450,000
|
375,000
|
-
|
-
|
-
|
20,003
(6)
|
845,003
|
Vice
Chairman
|
2007
|
405,365
|
400,000
|
-
|
-
|
-
|
18,923
|
824,288
|
2006
|
389,881
|
250,000
|
-
|
-
|
-
|
21,890
|
661,771
|
|
Gilbert
Fiorentino
|
2008
|
476,875
|
-
|
-
|
329,045
|
1,400,000
|
622,945
(7)
|
2,828,865
|
Chief
Executive –
Technology
Products Group
|
2007
2006
|
456,484
453,923
|
1,938,000
950,000
|
599,152
917,438
|
-
-
|
624,916
37,709
|
3,618,552
2,359,070
|
(1) This column
represents the dollar amount recognized for financial statement purposes
with respect to the 2006, 2007 and 2008 fiscal years for the fair value of
stock options granted in 2006, 2007 and 2008 as well as in prior
years, in accordance with SFAS 123R. As per SEC rules relating
to executive compensation disclosure, the amounts shown exclude the impact
of forfeitures related to service based vesting
conditions. These amounts were calculated using the
Black-Scholes option-pricing model. For additional
information regarding assumptions made in calculating the amounts
reflected in this column for grants made in fiscal years 2006, 2007 and
2008, please refer to Note 7 to our audited consolidated financial
statements, included in our Annual Report on Form 10-K for fiscal
year 2008. For additional information regarding assumptions made in
calculating the amounts reflected in this column for grants made prior to
fiscal year 2006, see the “Shareholders’ Equity” note to our audited
consolidated financial statements, included in our Annual Report on
Form 10-K for the respective fiscal
years.
|
(2) This
column represents the amount earned in fiscal year 2008 (although paid in
fiscal year 2009) pursuant to the Systemax Executive Incentive Plan. For
more information, see the Grants of Plan-Based Awards table below and the
section entitled “—Compensation Arrangements of the Named Executive
Officers—Gilbert Fiorentino” beginning on page 17 of this proxy
statement.
|
(3)
Includes $26,522 in auto-related
expenses.
|
(4)
Includes (i) $19,473 in auto-related expenses and (ii) Company 401(k)
contributions.
|
(5)
Includes $21,329 in auto-related
expenses.
|
(6)
Includes $20,003 in auto-related
expenses.
|
(7)
Includes (i) $600,000 in a dividend equivalent payment, (ii) $22,248 in
auto-related expense and (iii) Company 401(k)
contributions.
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($) (1)
|
||||||
Name
|
Grant
Date
|
Estimated
Future Payouts Under
Non-Equity
Incentive
Plan
Awards
|
||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||||
Lawrence
P. Reinhold
|
3/13/2008
|
-
|
-
|
-
|
50,000
|
11.51
|
353,250
|
|
Gilbert
Fiorentino
|
-
|
1,300,000
|
2,000,000
|
10,000,000
|
-
|
-
|
-
|
(1)
|
This
column represents the fair value of the stock option on the granted dated
determined in accordance with the provisions of SFAS 123R. As per SEC
rules relating to executive compensation disclosure, the amounts shown
exclude the impact of forfeitures related to service based vesting
conditions. These amounts were calculated using the Black-Scholes
option-pricing model. For additional information regarding
assumptions made in calculating the amount reflected in this
column please refer to Note 7 to our audited consolidated
financial statements, included in our Annual Report on Form 10-K for
fiscal year 2008.
|
Option
Awards
|
Stock
Awards
|
|||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares or
Units
of Stock
That
Have Not
Vested
($)
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(h)
|
Lawrence
P. Reinhold
|
25,000
|
75,000
(1)
|
$20.15
|
1/17/17
|
-
|
-
|
Gilbert
Fiorentino
|
20,000
|
-
|
$7.31
|
10/25/09
|
-
|
-
|
70,000
|
-
|
$1.76
|
2/28/13
|
-
|
-
|
|
10,000
|
-
|
$1.95
|
4/1/13
|
-
|
-
|
|
166,667
|
-
|
$5.65
|
10/11/14
|
-
|
-
|
|
133,334
|
33,333 (2)
|
$6.80
|
3/22/16
|
-
|
-
|
|
100,000
|
66,667
(2)
|
$8.06
|
8/25/16
|
-
|
-
|
|
-
|
-
|
-
|
-
|
600,000
(3)
|
$6,522,000
|
|
(1)
Options vest 25% per year over four years from
date of grant.
|
||||||
(2)
Granted pursuant to Mr. Fiorentino’s employment
agreement (see pages 17-18). Options vest 20% per year over five years
from date of grant.
|
||||||
(3) The
restrictions shall lapse annually in 100,000 share increments through
April 2013.
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Number
of Shares
Acquired
on Exercise
(#)
|
Value
Realized on
Exercise
($)
(1)
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized
on
Vesting
($) (2)
|
|||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||
Gilbert
Fiorentino
|
421,666
|
$3,159,779
|
100,000
|
$1,301,000
|
Name
|
Cash
Compensation
(Salary
and Bonus)
($)
|
Value
of
Accelerated
Vesting
of
Stock Awards
($)
|
Medical
and
Other
Benefits
($)
|
Total
($)
|
|||
Gilbert
Fiorentino
|
2,353,750
(1)
|
1,087,000
(2)
|
34,800
(3)
|
3,475,550
|
|||
Lawrence
P. Reinhold
|
780,250
(4)
|
-
|
-
|
780,250
|
Cash
Compensation
(Salary
and Bonus)
($)
|
Value
of
Accelerated
Vesting
of
Stock Awards
($)
|
Medical
and
Other
Benefits
($)
|
Total
($)
|
|
Gilbert
Fiorentino
|
2,353,750
(1)(2)
|
5,435,000
(3)
|
34,800
(4)
|
7,823,550
(5)
|
Lawrence
P. Reinhold
|
1,235,500
(6)
|
34,800
|
1,270,300
(7)
|
Name
|
Fees
Earned
or
Paid in
Cash
($)
|
Stock
Awards
($)
(1)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(h)
|
Ann
R. Leven
|
$75,000
|
$25,000
|
$100,000
|
Robert
D. Rosenthal
|
$85,000
|
$25,000
|
$110,000
|
Stacy
S. Dick
|
$75,000
|
$25,000
|
$100,000
|
(1)
|
This
column represents the grant date fair value recognized for financial
reporting purposes with respect to restricted stock grants made in 2008,
as determined under SFAS 123R. Grant date fair value was
calculated by multiplying the closing price of the Shares on the date of
grant by the number of shares subject to the grants. In
accordance with SEC rules, this amount disregards the estimate of
forfeitures on service-based
awards.
|
The
following table presents the aggregate number of outstanding stock awards
and stock option awards held by each of our non-employee Directors at the
end of fiscal year 2008:
|
||
Stock
Awards
|
Option
Awards
|
|
Ann
R. Leven
|
4,228
|
13,000
|
Robert
D. Rosenthal
|
4,228
|
11,000
|
Stacy
S. Dick
|
4,228
|
19,500
|
·
|
Corporate
Ethics Policy for officers, Directors and
employees;
|
·
|
Charter
for the Audit Committee of the
Board;
|
·
|
Charter
for the Compensation Committee of the
Board;
|
·
|
Charter
for the Nominating/Corporate Governance Committee of the Board;
and
|
Corporate
Governance Guidelines and
Principles.
|
2.
|
Proposal
to ratify the appointment of Ernst & Young LLP as independent
registered public accountants for the company for
the fiscal year
ending December 31, 2009.
|