• SEC Filings

On August 1, 2017, Systemax Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2017 (the “Press Release”). The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On August 1, 2017 at 5:00 p.m. Eastern Time, management will provide pre-recorded remarks on the Company’s financial results for the second quarter ended June 30, 2017.

(b)On July 31, 2017, Mr. Stacy Dick, a member of the Board of Directors and Chairman ofthe Audit Committee, advised the Company that he is resigning from the Company’s Board of Directors and its respective committees effective July 31, 2017.Mr. Dick has not advised the Company of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices with regard to the cessation of his services as a member of the Board. The Company has determined to accept his resignation, and is grateful for his over 20 years of service to the Company. Mr. Robert A. Rosenthal, the Company’s Lead Independent Director and an “audit committee financial expert” under the rules of the Securities and Exchange Commission, has been appointed as the Chairman of the Audit Committee, replacing Mr. Dick.

Since 2015, Mr. Litwin has been the Chief Executive Officer of Adorama, Inc., a leading multi-channel retailer of professional camera, audio, and video equipment. Previous executive roles included overseeing e-commerce and digital strategy for Sears Holdings, Inc, Office Depot, and Newark Electronics, Inc, in addition to serving as an advisor to several early stage technology companies. Mr. Litwin was selected to serve as a director on the Company’s Board of Directors due to his knowledge and experience in the areas of business.

The Board of Directors has affirmatively determined that Mr. Litwin qualifies as an independent director under the categorical standards of the corporate governance rules of the New York Stock Exchange and as defined under applicable law, and he has been appointed as a member of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee

There are no family relationships existing between Mr. Litwin 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. Litwin 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. Litwin and any other persons to which Mr. Litwin was selected as a director.

Mr. Litwin 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 2017 Annual Meeting of Stockholders dated April 24, 2017 and which information is incorporated herein by reference. In connection with his appointment to the Board, Mr. Litwin was granted a vested option to purchase 5,000 shares of Company common stock, at an exercise price as of the closing price of the Company’s common stock on the NYSE on July 31, 2017. Except as set forth above, there is no other material Company plan, contract or arrangement in which Mr. Litwin will participate in connection with his appointment.

The Press Release also announced the resignation of Mr. Dick and the appointment of Mr. Litwin.

The Press Release also announced the declaration of a quarterly cash dividend of $.10 per share payable on August 21, 2017 to stockholders of record on August 14, 2017.

The information in this Current Report on Form 8-K and the Exhibit attached hereto 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.

The following exhibit relating to Items 2.02, 5.02 and 8.01 shall be deemed to be furnished, and not filed:

SYSTEMAX INC Exhibit
EX-99.1 2 form99_1.htm EXHIBIT 99.1 Exhibit 99.1              SYSTEMAX REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS -Industrial Sales Increase 11.5% to over $200 Million; Doubles Operating Income- -France Sales Increase 14.5% on Average Daily Basis to over €100 Million- -Systemax Generates $0.52 EPS from Continuing Operations; Declares $0.10 Dividend- -Appoints Barry Litwin to Board of Directors- PORT WASHINGTON,…
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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.