ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions With Directors, Executive Officers and Principal Stockholders

There were no transactions, or series of transactions during the fiscal year ended May 31, 2012, nor are there any currently proposed transactions, or series of transactions, to which we are a party, in which the amount exceeds $120,000, and in which to our knowledge any director, executive officer, nominee, five percent or greater stockholder, or any member of the immediate family of any of the foregoing persons, has or will have any direct or indirect material interest other than as described below. P. 29 10K

So were there any transactions at all with Directors, Executive Officers and Principal Stockholders that were under $120K? If so, and if Cliff received any additional compensation for his part in consummating any agreements, is it an SEC requirement to disclose?

SEC Charges Former Systemax Director in Compensation Scheme The SEC alleges that Gilbert Fiorentino, who in addition to serving on the board was the former chief executive of Systemax’s Technology Products Group in Miami, obtained more than $400,000 in extra compensation directly from firms that conducted business with Systemax. Fiorentino also stole several hundred thousand dollars worth of company merchandise that was used to market Systemax’s products. Because Fiorentino was one of Systemax’s highest-paid executives, U.S. securities laws required the company to disclose all compensation, perks, and other personal benefits he received each year. Fiorentino failed to disclose his extra compensation and perks to Systemax or its auditors, so that the amounts reported to shareholders were understated According to the SEC’s complaint, as a result of Fiorentino’s actions, the information that Systemax filed with the SEC and provided to investors materially understated his compensation and omitted his personal financial interest in certain related-party transactions. Fiorentino reviewed and signed each Systemax Form 10-K from fiscal year 2006 to 2010 while knowing that it failed to make the required disclosures. Fiorentino also routinely signed management representation letters to Systemax’s independent auditors stating that he did not know of any fraud or suspected fraud involving Systemax’s management.

http://sec.gov/news/press/2012/2012-190.htm