Systemax Inc. (NYSE:SYX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Effective January 7, 2019, Mr. Barry Litwin, a member of our Board of Directors, became the Chief Executive Officer of Systemax Inc. (the “Company”) and accordingly no longer meets the standards for independence required by the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) rules. Mr. Litwin has resigned his membership on our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee, but remains a member of the Board.
Effective January 7, 2019, the Company’s Board of Directors elected Mr. Paul Pearlman to serve as an independent member of the Board of Directors, and he has been appointed as a member of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee, for a term ending at the Annual Meeting of Stockholders to be held in 2019 and until his successor is appointed and qualified (or until his earlier death, disqualification, resignation or removal), at which time it is expected he will stand for election with the other members of the Board.
The Board of Directors has affirmatively determined that Mr. Pearlman qualifies as an independent director under the categorical standards of the corporate governance rules of the NYSE and the SEC (including the enhanced independence rules for audit committee members) and as defined under applicable regulations.
Mr. Pearlman is the managing partner of Kramer Levin Naftalis & Frankel LLP, a New York City headquartered international law firm, and has served in that position since August 2000. Mr. Pearlman is a 1978 cum laude graduate of St. John’s University School of Law and a 1975 graduate of George Washington University.
There are no family relationships existing between Mr. Pearlman and any director or executive officer of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Pearlman or any member of his immediate families had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Pearlman and any other persons to which Mr. Pearlman was selected as a director.
Mr. Pearlman will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s Proxy Statement for its 2018 Annual Meeting of Stockholders dated April 20, 2018 and which information is incorporated herein by reference. Except as set forth above, there is no other material Company plan, contract or arrangement in which Mr. Pearlman will participate in connection with his appointment.
Item 8.01 Other Events
The information in this Current Report on Form 8-K shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
About Systemax Inc. (NYSE:SYX)
Systemax Inc. is a direct marketer of brand name and private label products. The Company’s segments include Industrial Products Group (IPG), EMEA Technology Products Group (EMEA), and Corporate and Other (Corporate). IPG sells a range of maintenance, repair and operations (MRO) products, which are marketed in North America. The Company offers a range of products that are manufactured for its own design and marketed under the brands: Global, GlobalIndustrial.com, Nexel Relius, Relius Elite and Hercules. Its EMEA segment primarily sells information and communications technology (ICT) and consumer electronics (CE) products. These products are marketed in Europe and are manufactured by other companies. MRO products offered by its IPG segment include electrical and bulbs, fasteners and hardware, storage and shelving, and tools and instruments. ICT products offered by its EMEA segment include computer components and accessories, and software. CE products include audio and cell phones.