UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 1, 2016
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 |
75013 | |
| (Address of principal executive offices) | (zip code) |
(972) 881-2900
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
N/A
(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)) |
| Item 5.02(d) | Election of Directors. |
Effective as of January 1, 2016, Peter Stein has been elected to the Board of Directors of PFSweb, Inc. (the “Company”) and the number of Directors has been increased to seven.
As more fully described in the Company’s Proxy Statement dated June 22, 2015, as a non-employee director, Mr. Stein is entitled to receive a quarterly retainer (“Retainer”) of $25,000 and an option (the “Option”) issued under the Company’s 2005 Employee Stock and Incentive Plan (the “Plan”) to purchase 30,000 shares of the Company’s common stock. Each quarterly Retainer is effected through the issuance of a Deferred Stock Unit (a “DSU”) under the Plan and represents the right to receive a number of shares of the Company’s Common Stock equal to the Retainer divided by the closing price of the Common Stock immediately preceding the DSU grant date. Shares are not issuable under the DSU until the Director no longer serves on the Board of Directors. Mr. Stein’s Option has an exercise price of $12.87 per share and is subject to a three year cumulative annual vesting schedule.
As of the date hereof, Mr. Stein has not been appointed to any committees of the Board of Directors.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99 | Press Release dated January 4, 2016. | |
SIGNATURE
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: January 4, 2016 | ||||
| PFSweb, Inc. | ||||
| By: | /s/ Thomas J. Madden | |||
| Name: | Thomas J. Madden | |||
| Title: | Executive Vice President and Chief Financial and Accounting Officer | |||
Exhibit 99
PFSweb Appoints Peter Stein to Board of Directors
Experienced Executive Brings Strong Technology Consulting and M&A Expertise to Board
ALLEN, Texas – January 4, 2016 – PFSweb, Inc. (NASDAQ: PFSW), a global commerce service provider, has appointed Peter Stein to its board of directors effective January 1, 2016. His appointment expands the board to seven members, with six serving independently.
Stein currently serves as executive-in-residence at Lerer Hippeau Ventures, a seed-stage technology venture capital firm. He previously served in a number of senior management positions at Razorfish, a global interactive marketing agency, lastly as CEO of global operations. At Razorfish, Stein expanded the company’s global capabilities and led its M&A efforts, including the acquisition and integration of Crown Partners, a leader in the eCommerce consulting industry.
“Peter has an impressive record in building and leading dynamic organizations on a global scale,” said Mike Willoughby, CEO of PFSweb. “Peter will be a valuable asset to PFSweb, especially as we look to expand our global capabilities and address clients in new geographic markets. His experience in eCommerce consulting will also provide valuable insight for our newly launched strategic commerce consulting practice.”
Prior to Razorfish, Stein held various leadership positions for technology and consulting companies, including partner at Scient, managing partner at iXL, director of client services at NetResponse, and a consultant for marketing and technology at KPMG. He received a B.S. degree in Marketing from Lehigh University.
Stein commented: “PFSweb continues to execute on its business strategy and offers clients premium commerce solutions to help them meet their business objectives. In addition to my board duties and responsibilities, I plan to utilize my prior experience in technology and consulting to provide strategic input for PFSweb’s new commerce consulting practice and help expedite growth in its technology services overseas.”
About PFSweb, Inc.
PFSweb (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. PFSweb supports organizations across various industries, including Procter & Gamble, L’Oreal, LEGO, Columbia Sportswear, ASICS, Roots Canada Ltd., PANDORA, Diageo, BCBGMAXAZRIA, ROKA Sports, T.J. Maxx, the United States Mint, and many more. PFSweb is headquartered in Allen, TX with additional locations in Tennessee, Mississippi, Minnesota, Washington, New York, Ohio, North Carolina, Canada, Belgium, London, Munich and India. For more information, please visit www.pfsweb.com or download the free PFSweb IR App on your iPhone, iPad or Android device.
Investor Relations
Liolios
Scott Liolios or Sean Mansouri
Tel 1-949-574-3860
PFSW@liolios.com