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 classTrading
Symbol(s)
Name of each exchange on which registered
Common StockSYXNew 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 5.07Submission 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 NomineeForWithheldBroker Non-Votes
    
Richard Leeds31,319,143  3,819,854  1,408,077  
Bruce Leeds31,307,021  3,831,976  1,408,077  
Robert Leeds31,307,220  3,831,777  1,408,077  
Barry Litwin31,486,988  3,652,009  1,408,077  
Chad M. Lindbloom32,084,386  3,054,611  1,408,077  
Paul S. Pearlman32,931,799  2,207,198  1,408,077  
Lawrence Reinhold31,291,836  3,847,161  1,408,077  
Robert D. Rosenthal28,531,171  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.
 SYSTEMAX INC.
   
Date: June 3, 2020  
   
 By: /s/ Eric Lerner
  Name: Eric Lerner
  Title: Senior Vice President