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): March 18, 2019

PFSweb, Inc.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction
Of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

505 Millennium Drive
Allen TX 75013
(Address of principal executive offices)
(972) 881-2900
Registrant’s telephone number, including area code
(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. 

Explanatory Note

On March 19, 2019, PFSweb, Inc. (the “Company”) filed a current report on Form 8-K (the “Initial Form 8-K”) reporting that pursuant to a Nomination and Standstill Agreement (the “Agreement”), the Company increased the size of the Board and appointed Mr. Robert Frankfurt as a director to the Board. Committee assignments for Mr. Frankfurt had not been determined as of the filing of the Initial Form 8-K. This Form 8-K/A is being filed to disclose the committee assignments for Mr. Frankfurt.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 13, 2019, the Nominating Committee of the Board reassigned Board members to the Board’s committees as a result of the appointment of two new Board members and assigned Mr. Frankfurt to the Audit Committee, having previously determined that he has the requisite knowledge and experience to serve on such Committee.


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.

PFSweb, Inc.
Dated: May 13, 2019
/s/ Thomas J. Madden
Thomas J. Madden
Executive Vice President,
Chief Financial and
Accounting Officer