ý	No fee required

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

¨	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.

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Ø	Proposal 1 – The affirmative vote of a plurality of the outstanding shares of common stock entitled to vote and present, in person or by proxy, at a meeting at which a quorum is present will be required to elect the nominated directors to the Board.

Ø	Proposal 2 – The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, in person or by proxy, at a meeting at which a quorum is present will be required to ratify the appointment of Ernst & Young LLP as our independent auditors.

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Ø	Proposal 1 – Abstentions will have no effect on the election of directors.

Ø	Proposal 2 – Abstentions will have the same effect as a negative vote regarding the ratification of Ernst & Young LLP as our independent auditors.

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ü	the criteria for independence required of audit committee directors by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and

ü	information provided by the directors to Systemax, which did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial) which would impair the independence of any of the non-management directors.

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Ø	advise the Executive Chairman of the Board as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Systemax’s operations;

Ø	provide the Executive Chairman with input as to the preparation of agendas for the Board and committee meetings;

Ø

advise the Executive Chairman as to the quality, quantity, and timeliness of the flow of information from our management that is necessary for the independent directors to effectively and responsibly perform their duties, and although our management is responsible for the preparation of materials for the Board, the Lead Independent Director may specifically request the inclusion of certain material;

Ø	recommend to the Executive Chairman the retention of consultants who report directly to the Board;

Ø	assist the Board and our officers in assuring compliance with and implementation of the corporate governance policies; and be principally responsible for recommending revisions to the corporate governance policies;

Ø	coordinate and develop the agenda for, and moderate executive sessions of, the independent directors of the Board, and act as principal liaison between the independent directors and the Executive Chairman on sensitive issues; and

Ø	recommend to the Executive Chairman the membership of the various Board committees.

Ø	the name of the non-management director who is chosen to preside at all regularly-scheduled executive sessions of the non-management members of the board of directors, and

Ø	a method for all interested parties to communicate directly with the presiding director or with the non-management directors as a group (this method is described below under “Communicating with the Board”).

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•	the integrity of our financial statements;

•	our compliance with legal and regulatory requirements;

•	the independence and qualifications of our external auditors; and

•	the performance of our internal audit function and external auditors.

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Ø	the receipt, retention and treatment of complaints received by Systemax regarding accounting, internal accounting controls and auditing matters, and

Ø	the confidential, anonymous submission by employees of Systemax of concerns regarding questionable accounting or auditing matters.

Ø	identifying individuals qualified to become Board members and recommending to the Board nominees to stand for election at any meeting of stockholders,

Ø	identifying and recommending nominees to fill any vacancy, however created, in the Board, and

Ø	developing and recommending to the Board a code of business conduct and ethics and a set of corporate governance principles (including director qualification standards, responsibilities and compensation) and periodically reviewing the code and principles.

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Ø	the annual compensation of the other executive officers of Systemax,

Ø	the annual compensation of certain subsidiary managers, and

Ø	all individual stock-based incentive grants.

Ø	authorized to oversee our operations,

Ø	supervise our executive officers,

Ø	review and make recommendations to the Board regarding our strategic direction, and

Ø	review and make recommendations to the Board regarding all possible acquisitions or other significant business transactions.

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(1)

In accordance with the SEC’s definitions and rules, “audit fees” are fees that were billed to Systemax by Ernst & Young LLP for the audit of our annual financial statements, to be included in the Form 10-K, and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; for the attestation of management’s report on the effectiveness of internal control over financial reporting; and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)	“Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including services in connection with assisting Systemax in our compliance with our obligations under Section 404 of the Sarbanes-Oxley Act and related regulations.

(3)	Ernst & Young LLP did not provide any professional services for tax compliance, planning or advice in 2018 or 2017.

(4)	Consists of fees billed for other professional services rendered to Systemax.

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(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)	In computing the percentage of shares owned by each person and by the group, these restricted stock units and stock options, as applicable, were added to the total number of outstanding shares of common stock for the percentage calculation.

(2)

Includes 867,192 shares owned by Mr. Richard Leeds directly, 2,000,000 shares owned by the Richard Leeds 2018 GRAT, 1,497,730, owned by the Richard Leeds 2017 GRAT and 762,195 shares owned by the Richard Leeds 2016 GRAT. Also, includes 1,838,583 shares owned by a limited partnership of which Mr. Richard Leeds is a general partner, 235,850 shares owned by a limited partnership of which a limited liability company controlled by Mr. Richard Leeds is the general partner, 5,527,916 shares owned by trusts for the benefit of his brothers’ children for which Mr. Richard Leeds acts as co-trustee and 519,800 shares owned by a limited partnership in which Mr. Richard Leeds has an indirect pecuniary interest.

(3)

Includes 2,030,371 shares owned by Mr. Bruce Leeds directly, 1,000,000 shares owned by the Bruce Leeds 2018 GRAT, 630,934 shares owned by the Bruce Leeds 2017 GRAT, and 983,426 shares owned by the Bruce Leeds 2016 GRAT. Also, includes 1,838,583 shares owned by a limited partnership of which Mr. Bruce Leeds is a general partner, 5,045,030 shares owned by trusts for the benefit of his brothers’ children for which Mr. Bruce Leeds acts as co-trustee and 519,800 shares owned by a limited partnership in which Mr. Bruce Leeds has an indirect pecuniary interest.

(4)

Includes 708 shares owned by Mr. Robert Leeds directly, 1,483,000 shares owned by the Robert Leeds 2018 GRAT, 2,235,363 shares owned by the Robert Leeds 2017 GRAT, 933,578 shares owned by the Robert Leeds 2016 GRAT. Also, includes 1,838,583 shares owned by a limited partnership of which Mr. Robert Leeds is a general partner, 5,052,946 shares owned by trusts for the benefit of his brothers’ children for which Mr. Robert Leeds acts as co-trustee and 519,800 shares owned by a limited partnership in which Mr. Robert Leeds has an indirect pecuniary interest.

(5)	Includes 1,000 shares held by Mr. Reinhold's spouse, of which Mr. Reinhold disclaims beneficial ownership.

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(1)	Based on information supplied by Prescott General Partners LLC (“PGP”), Prescott Associates L.P. (“Prescott Associates”), Prescott Investors Profit Sharing Trust (“PIPS”) and Thomas W. Smith in a Schedule 13G/A filed with the SEC on February 14, 2019.

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(1)	The weighted-average exercise price does not take into account the shares issuable upon outstanding restricted stock units vesting, which have no exercise price.

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(1)	Net value after giving effect to surrender of shares for cashless exercise of option strike price.

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•	attracting and retaining individuals of superior ability and managerial talent;

•	rewarding outstanding individual and team contributions to the achievement of our short and long-term financial and business objectives;

•	promoting integrity and good corporate governance;

•	motivating our executive officers to manage for sustained growth and financial performance, and enhanced stockholder value, for the long-term benefit of our stockholders, customers and employees; and

•	mitigating risk and reducing risk taking behavior that might negatively affect financial results, without diminishing the incentive nature of the compensation (as described below).

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•

Management Processes. Our Board is responsible for overseeing, and together with our Audit Committee, monitors the risk management processes associated with our operations, and together with our Audit Committee focuses on the most significant risks facing Systemax, and seeks to ensure that appropriate general and specific risk mitigation considerations are implemented by management and considered in our business and operations planning. Our Compensation Committee is responsible for considering risk mitigation issues and for including strategies to mitigate risk in our compensation programs.

•

Regular Oversight. Risk management is regularly overseen by the Board and Audit Committee on a quarterly basis, covering particular risk management matters in connection with general oversight and approval of corporate matters, and through discussions relating to material risks affecting Systemax presented by management and by our Legal, Risk Management/Insurance and Internal Audit departments. The Compensation Committee members also receive these presentations and take risk mitigation into account in designing our compensation programs.

•	Multiple Performance Factors. We use multiple performance factors that encourage executives to focus on the overall health of the business rather than a single financial measure.

•	Award Cap. Our NEO Non-Equity Incentive Plans (“NEO Plans”) cap the maximum award payable to any individual.

•	Clawback Provision. Our NEO Plans provide Systemax the ability to recapture cash awards from our executive officers:

◦	to the extent a NEO Plan payment resulted from reported financial results that upon restatement of such results (other than as a result of changes in accounting principles) would not have generated the payment or would have generated a lower payment; or

◦	if misconduct by the executive officer contributed to Systemax having to restate all or a portion of our financial statements; or

◦	if the Board determines that the executive engaged in serious ethical misconduct.

•

Long-Term Equity Compensation. From time to time a limited number of key managers receive stock options and/or restricted stock units in varying amounts, in the discretion of the Compensation Committee. However, all awards are subject to years long vesting periods and may include performance criteria in the vesting formula. We believe the long-term vesting period for stock options and restricted stock unit grants causes our executives to focus on long-term achievements and on building stockholder value. We anticipate making greater use of equity awards as an important component of our compensation programs in the future.

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•	Base salary;

•	Non-Equity Incentive Compensation;

•	Special Bonus;

•	Equity–Based Incentives; and

•	Benefits, Perquisites and Other Compensation.

•	Operational and Financial Performance, 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, such as growth in the business (top line sales and margins), implementation of systems enhancements, process and technology improvements, cost management, turnaround or divestment of unprofitable business units, and growth in the value of our assets, including through strategic acquisition transactions; and

•	Corporate Governance and Oversight, encompassing legal and regulatory compliance and adherence to Systemax policies including the timely filing of periodic reports with the SEC, compliance with the Sarbanes-Oxley Act, maintaining robust internal controls, OSHA compliance, environmental, employment and safety laws and regulations compliance and enforcement of our corporate ethics policy.

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•	non-qualified stock options granted at 100% of the stock’s fair market value on the grant date (based on the NYSE closing price of our common stock on that date); and

•	restricted stock units granted subject to vesting conditions including both time and / or performance criteria, constitute the long-term incentive portion of our executive compensation package.

•	medical, dental, life and disability insurance benefits;

•	our 401(k) plan, which includes Systemax contributions;

•	automobile allowances and related reimbursements to certain NEOs and certain other Systemax managers which are not provided to all employees; and

•	severance payments, and/or change of control payments pursuant to negotiated employment agreements they have with Systemax (described below).

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•	review and approve corporate goals relevant to the compensation of the Executive Chairman, Vice Chairmen and CEO and, after evaluation of their performance, to set their compensation.

•	approve, upon the recommendation of the CEO (following consultation with the Executive Chairman and Vice Chairmen), (a) the annual compensation of the other executive officers of Systemax, (b) the annual compensation of certain subsidiary managers, and (c) all individual stock incentive grants.

•	reviewing and making periodic recommendations to the Board with respect to our general compensation, benefits and perquisite policies and practices, including our stock-incentive based compensation plans.

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•	incentive stock options;

•	non-qualified stock options;

•	stock appreciation rights;

•	restricted stock;

•	restricted stock units;

•	cash performance awards (which may take the form of non-equity incentive compensation under the NEO Plans or may be in the form of special cash “bonuses”); or

•	other stock-based awards.

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•	the persons who will receive Awards;

•	the type of Awards granted;

•	the number of shares subject to each Award;

•	exercise price of and Award;

•	expiration dates;

•	vesting schedules;

•	forfeiture provisions;

•	conditions on the achievement of specified performance goals for the granting or vesting of options, restricted stock, restricted stock units or cash Awards; and

•	other material features of Awards.

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•	Adjusted Operating Income Performance. The Compensation Committee believes this is the most important individual component and aligns the interests of our executives with those of our stockholders, in addition to building long-term value. Adjusted Operating Income is defined as operating income adjusted for unusual or nonrecurring items as determined by our Compensation Committee.

•	Sales Performance. The Compensation Committee believes sales performance is key to Systemax achieving the scale necessary to remain competitive with larger companies. Sales are defined as sales revenue net of returns on a constant currency basis. Sales are further adjusted for the impact of any acquisition or disposition which is completed during the plan year.

•	Strategic Accomplishments. Strategic goals are established surrounding accomplishments within our Industrial Products Group, European Technology Products Group, and the Corporate and Other function. For more information, see 2018 NEO Plan 2018--2018 Performance against Objectives / pages 34-35.

•

Corporate Governance Goals. These goals relate to continuing improvements in our internal control processes, ethics compliance procedures and safety protocols that the Compensation Committee believes will generally benefit stockholders , as evidenced by the absence of material weaknesses in internal controls and financial reporting, prompt investigation and disposition of any ethical or governance issues that may arise, and the absence of any serious OSHA matters. For more information, see 2018 NEO Plan 2018--2018 Performance against Objectives / pages 34-35.

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•	Sales target amount is payable starting at achievement of in excess of 80% of the sales target financial goal component amount.

•	Sales target amount is capped at 140% of the sales target financial goal component amount.

•	Each 1% variance in actual achievement below the 100% level will generate a 5% negative variance in the target non-equity incentive amount.

•	Each 1% variance in actual achievement above the 100% level generates a 5% positive variance in the target non-equity incentive amount.

•	No non-equity incentive compensation is payable in respect of the sales target if achievement is 80% or less of the sales target while increased payments (up to 300% of the target non-equity incentive compensation amount for this financial component) are payable on a pro rata basis for over achievement of the sales target component.

•	The adjusted operating income goal is payable at a level of 100% if the target is achieved.

•	Each $1,500,000 variance in actual achievement (1,000,000 in 2017 and 2016) below the 100% level will generate a 5% negative variance in the target non-equity incentive compensation amount.

•	Each $1,500,000 variance in actual achievement (1,000,000 in 2017 and 2016)above the 100% level will generate a 5% positive variance in the target non-equity incentive compensation amount up to 300% of the target non-equity incentive compensation amount for this financial component.

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•	Achievement of each quarterly personal objective and of the shared annual objectives, entitles the employee to receive a portion of the applicable target non-equity incentive compensation that may be earned for that period, and is funded based upon achievement of the relative operating income achievement within that period.

•	Goals are set in up to five equally weighted discrete tranches, one for each quarter, as well as one on an annual basis.

•	Within each measurement period, each individual initiative is weighted as a proportion of the total available target non-equity incentive compensation for that period, and is earned based upon an achievement range of 0%, 25%, 50%, 75%, or 100%.

•	A 5% negative variance to target adjusted operating income equates to a 10% reduction in available non-equity incentive compensation, as applied discretely to each measurement period.

•	A 5% positive variance to target adjusted operating income equates to a 5% increase to available non-equity incentive compensation, as applied discretely to each measurement period and capped at 150% of target available compensation.

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•	Sales target amount is payable starting at achievement of in excess of 80% of the sales target financial goal component amount.

•	Sales target amount is capped at 102% of the sales target financial goal component amount.

•	Each 1% variance in actual achievement below the 100% level will generate a 5% negative variance in the target non-equity incentive amount.

•	Each 1% variance in actual achievement above the 100% level generates a 5% positive variance in the target non-equity incentive amount.

•	No non-equity incentive compensation is payable in respect of the sales target if achievement is 80% or less of the sales target while increased payments (up to 110% of the target non-equity incentive compensation amount for this financial component) are payable on a pro rata basis for over achievement of the sales target component.

•	The adjusted operating income goal is payable at a level of 100% if the target is achieved.

•	Each $1,500,000 variance in actual achievement below the 100% level will generate a 5% negative variance in the target non-equity incentive compensation amount.

•	Each $1,500,000 variance in actual achievement will generate a 5% positive variance in the target non-equity incentive compensation amount up to 115% of the target non-equity incentive compensation amount for this financial component.

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(1)

This column represents the fair value of the stock award on the grant date determined in accordance with the provisions of ASC 718. As per SEC rules relating to executive compensation disclosure, the amounts shown exclude the impact of forfeitures related to service based vesting conditions. For additional information regarding assumptions made in calculating the amount reflected in this column, please refer to Note 9 to our audited consolidated financial statements, included in our Annual Report on Form 10-K for fiscal 2018.

(2)

This column represents the fair value of the stock option on the grant date determined in accordance with the provisions of ASC 718. 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 9 to our audited consolidated financial statements, included in our Annual Report on Form 10-K for fiscal 2018.

(3)

The 2016 figures in this column represent the amount earned in fiscal 2016 (although paid in fiscal 2017) pursuant to the 2016 NEO Plan; the 2017 figures in this column represent the amount earned in fiscal 2017 (although paid in fiscal 2018) pursuant to the 2017 NEO Plan; and the 2018 figures in this column represent the amount earned in fiscal 2018 (although paid in fiscal 2019) pursuant to the 2018 NEO Plan. For more information, see Grants of Plan-Based Awards / page 41 of this proxy statement. Because these payments were based on predetermined performance metrics, these amounts are reported in the Non-Equity Incentive Plan column.

(4)	The elements of compensation included in the “All Other Compensation” column for fiscal 2018 are set forth in the table below.

(5)	Mr. Kipe was not a Named Executive Officer prior to fiscal year 2018, and therefore no amounts are reported for fiscal years 2016 and 2017 in the Summary Compensation Table.

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(1)	Amounts presented assume payment of threshold, target and maximum awards at the applicable level.

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(1)	As noted herein, on January 7, 2019 pursuant to Mr. Reinhold's separation agreement , all of Mr. Reinhold's unvested restricted stock units accelerated and vested.

(2)	Pursuant to Mr. Reinhold's January 7, 2019 consulting agreement , 25,000 unvested options were surrendered and terminated.

(3)	Options vest 25% per year over four years from date of grant. The grant date for each option is ten years prior to the option expiration date.

(4)	Restricted stock units vest in three installments: 8,334 shares on February 1, 2017; 8,333 shares on February 1, 2018; and 8,333 shares on February 1, 2019.

(5)	Restricted stock units vest in ten equal annual installments of 5,000 beginning March 1, 2013.

(6)	Upon Mr. Kipe's separation, all unvested options shall terminate.

(7)	Upon Mr. Kipe's separation, all unvested restricted stock units shall be canceled.

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(1)	The amount in this column reflects the aggregate dollar amount realized upon the vesting of the restricted stock unit, determined by the market value of the underlying shares of common stock on the vesting date.

(2)	As noted herein, on January 7, 2019 pursuant to Mr. Reinhold's separation agreement , all of Mr. Reinhold's unvested restricted stock units accelerated and vested.

(3)	Pursuant to a grant of restricted stock units on February 1, 2016, the restricted stock units vest in three installments, 8,334 on February 1, 2017, 8,333 on February 1, 2018 and 8,333 on February 1, 2019.

(4)	Pursuant to a grant of restricted stock units on March 1, 2012, the restricted stock units vest in ten equal annual installments of 5,000 units each, beginning on March 1, 2013.

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(1)	Represents one year’s base salary ($712,000) and the average annual non-equity incentive compensation paid to Mr. Reinhold for fiscal years 2017 and 2018 ($1,336,000).

(2)	Represents the average annual non-equity incentive compensation paid to Mr. Reinhold for fiscal years 2017 and 2018 ($1,336,000).

(3)	Represents two year’s base salary ($1,424,000) and the average annual non-equity incentive compensation paid to Mr. Reinhold for fiscal years 2017 and 2018 ($1,336,000). Payments are made to Mr. Reinhold only if he is terminated without “cause” or resigns for “good reason” within 60 days prior to, or one year following, a Change of Control.

(4)

Represents accelerated vesting of 75,000 stock options. Pursuant to Mr. Reinhold’s stock option agreements (dated February 1, 2016 and December 14, 2016), if Mr. Reinhold’s employment was terminated without cause or for good reason within six months following a “change in control”, he would become immediately vested in all outstanding unvested stock options, and all of Mr. Reinhold’s outstanding options would remain exercisable in accordance with their terms, but in no event for less than 90 days after such termination.

(5)	Represents accelerated vesting of 81,666 unvested restricted stock units.

(6)

Represents accelerated vesting of 49,166 unvested restricted stock units. Pursuant to Mr. Reinhold’s restricted stock unit agreements (dated August 25, 2010 and November 14, 2011), on the event of Mr. Reinhold’s death or total disability, 32,500 restricted stock units (50% of the unvested restricted stock units granted under such agreements) would vest. Pursuant to Mr. Reinhold’s restricted stock unit agreement (dated February 1, 2016), on the event of Mr. Reinhold’s death or total disability,16,666 restricted stock units (100% of the unvested restricted stock units granted under such agreement) would vest.

(7)	Represents reimbursement of medical and dental insurance payments under COBRA for twelve months.

(8)	Represents reimbursement of medical and dental insurance payments under COBRA for 24 months.

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(1)

Represents accelerated vesting of 25,000 stock options. Pursuant to Mr. Clark’s stock option agreement (dated November 10, 2016), if Mr. Clark’s employment is terminated without cause or for good reason within six months following a “change in control”, he will become immediately vested in all outstanding unvested stock options, and all of Mr. Clark’s outstanding options shall remain exercisable in accordance with their terms, but in no event for less than 90 days after such termination.

(2)	Represents accelerated vesting of 8,333 unvested restricted stock units.

(3)	Represents accelerated vesting of 8,333 unvested restricted stock units. Pursuant to Mr. Clark’s restricted stock unit agreement (dated February 1, 2016), on the event of Mr. Clark’s death or total disability, 8.333 restricted stock units (100% of the unvested restricted stock units granted under such agreement at December 31, 2018) would vest.

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(1)

Represents accelerated vesting of 37,500 stock options. Pursuant to Mr. Dooley’s stock option agreements (dated February 1, 2016 and December 14, 2016), if Mr. Dooley’s employment is terminated without cause or for good reason within six months following a “change in control”, he will become immediately vested in all outstanding unvested stock options, and all of Mr. Dooley’s outstanding options shall remain exercisable in accordance with their terms, but in no event for less than 90 days after such termination.

(2)	Represents accelerated vesting of 20,000 unvested restricted stock units.

(3)	Represents accelerated vesting of 10,000 unvested restricted stock units. Pursuant to Mr. Dooley’s restricted stock unit agreement (dated March 1, 2012), on the event of Mr. Dooley’s death or total disability, 10,000 restricted stock units (50% of the unvested restricted stock units granted under such agreement at December 31, 2018) would vest.

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(1)	Represents six-months base salary.

(2)	Represents reimbursement of auto allowance and medical, dental and vision insurance payments under COBRA for six months.

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(1)	Retainer amounts are paid in quarterly installments.

(2)

Each non-management director receives an annual grant of restricted stock units each year immediately following the annual stockholders meeting in an amount equal to $40,000 divided by the closing price per share during the 20 trading days preceding the date of the annual meeting (rounded up to the nearest whole number of shares). Such restricted stock units are generally subject to forfeiture if the holder is not a director of Systemax on the date of the second annual meeting following such grant, and cannot be sold while so restricted; such restrictions lapse if the holder dies or becomes disabled or there is a change of control, as defined in the grant agreement. Cash dividend equivalents are paid on unvested restricted stock.

(1)

This column represents the fair value of the stock award on the grant date determined in accordance with the provisions of ASC 718. As per SEC rules relating to executive compensation disclosure, the amounts shown exclude the impact of forfeitures related to service based vesting conditions. 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 2018.

(2)	Mr. Litwin became the CEO of Systemax in January 2019 and as of the time of such appointment Mr. Litwin will no longer receive the standard cash and equity compensation normally paid to its non-employee directors, as our policy is not to pay compensation to directors who are also employees of the Company.

(3)	Dividend equivalent payments on unvested restricted stock.

(4)	No information has been provided for Mr. Pearlman, as he was appointed a director in January 2019. Starting with his appointment, he shall receive the standard cash and equity compensation paid to our non-employee directors.

(5)	No information has been provided for Mr. Reinhold as until January 2019, he was an employee of Systemax. Following his separation, of employment, Mr. Reinhold remains a director, and he receives the standard cash and equity compensation paid to our non-employee directors.

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•	the name and address of the stockholder making the recommendation;

•	if the stockholder is not a stockholder of record, a representation and satisfactory proof of share ownership;

•

a description of all direct and indirect related party transactions, compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between the stockholder and its respective affiliates or associates, or others with whom they are acting in concert, on the one hand, and the nominee and his or her respective affiliates, associates and others with whom they are acting in concert, on the other hand;

•	whether the stockholder has been involved in any legal proceeding during the past 10 years;

•	the nominee’s name, age, address and other contact information;

•	any direct or indirect holdings, beneficially and/or of record, of our securities by the nominee;

•	any information regarding the nominee required to be disclosed about directors under applicable securities laws and/or stock exchange requirements;

•	information regarding related party transactions with Systemax and/or the stockholder submitting the nomination and/or the nominee;

•	any actual or potential conflicts of interest; and

•	the nominee’s biographical data, current public and private company affiliations, employment history (including current principal employment) and qualifications and status as “independent” under applicable securities laws and stock exchange requirements.

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•	Charter for the Audit Committee of the Board (last amended March 2017).

•	Charter for the Compensation Committee of the Board (last amended May 2013).

•	Charter for the Nominating/Corporate Governance Committee of the Board (last amended January 2015).

•	Corporate Ethics Policy (last amended January 2019).

•	Corporate Governance Guidelines and Principles (last amended March 2017).