PFSweb, Inc.
PFSWEB INC (Form: 8-K, Received: 06/13/2017 16:12:31)





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 9, 2017



PFSweb, Inc.

(Exact name of registrant as specified in its charter)




Delaware   000-28275   75-2837058

(State or other jurisdiction

Of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

505 Millennium Drive

Allen, TX

(Address of principal executive offices)   (zip code)

(972) 881-2900

Registrant’s telephone number, including area code


(Former name or former address, if changed since last report.)


(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 obligation of the registrant under any of the following provisions:


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 240.14a-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 CFR 240.13e-4(c))

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 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on June 9, 2017. Matters submitted to shareholders at the Annual Meeting and voting results were as follows:

Item 1 – Election of Directors . The Company’s stockholders elected the seven director nominees listed below for a one-year term expiring in 2018, based upon the following voting results:



   For    Against    Abstain    Broker Non-Votes

Mr. Benjamin Rosenzweig

   13,153,609    87,936    363    -

Ms. Monica Luechtefeld

   13,188,123    53,422    363    -

Mr. Michael Willoughby

   13,179,502    60,985    1,421    -

Mr. Shinichi Nagakura

   13,153,847    87,442    619    -

Mr. Peter J. Stein

   13,187,838    53,451    619    -

Mr. James F. Reilly

   13,184,642    56,647    619    -

Mr. David I. Beatson

   13,184,742    56,547    619    -

Item 2 – Advisory Vote to Approve Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based upon the following voting results:








Broker Non-Votes

11,408,708    1,667,320    165,880    2,681,211

Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of BDO USA LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017, based upon the following voting results:








Broker Non-Votes

15,546,258    89,424    287,437    -

Item 8.01. Other Events.

On June 9, 2017, the Company issued a press release announcing the results of the Company’s Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number



99.1    Press Release, issued June 9, 2017.




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.

Date: June 13, 2017


PFSweb, Inc.
By:   /s/ Thomas J. Madden
Name:   Thomas J. Madden

Executive Vice President and

Chief Financial and Accounting Officer





Exhibit Number


Exhibit Description

99.1    Press Release, issued June 9, 2017.


PFSweb Announces Results of 2017 Annual Meeting of Stockholders

ALLEN, Texas – June 9, 2017 – PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider, held its Annual Meeting of Stockholders today, June 9, 2017 in Allen, Texas.

All corporate proposals were approved by the Company’s stockholders, including: the election of seven directors, Mr. David I. Beatson, Ms. Monica Luechtefeld, Mr. Shinichi Nakagura, Mr. James F. Reilly, Mr. Benjamin Rosenzweig, Mr. Peter J. Stein and Mr. Michael Willoughby; compensation of the Company’s named executive officers on a non-binding, advisory basis; and ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2017.

About PFSweb, Inc.

PFSweb (PFS) (NASDAQ: PFSW) is a global commerce service provider of solutions including digital strategy consulting, digital agency and marketing services, technology development services, business process outsourcing services, and a complete omni-channel technology ecosystem. The company provides these solutions and services to major brand names and other companies seeking to optimize every customer experience and enhance their traditional and online business channels. PFS supports organizations across various industries, including Procter & Gamble, L’Oreal USA, LEGO, Canada Goose, ASICS, Roots Canada Ltd., PANDORA, Charlotte Russe, Anastasia Beverly Hills, David’s Bridal, T.J. Maxx, the United States Mint and many more. PFS is headquartered in Allen, TX with additional locations in Tennessee, Mississippi, Minnesota, Washington, New York, Ohio, North Carolina, Canada, Belgium, England, Bulgaria, and India. For more information, please visit or download the free PFS IR App on your iPhone, iPad, or Android device.

Investor Relations

Sean Mansouri or Scott Liolios

Liolios Group, Inc.

Tel 1-949-574-3860