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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): August 29, 2023

 

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.)

 

 

4455 REGENT BLVD

IRVING, TX 75063

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(972) 881-2900

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

9250 ROYAL LANE, SUITE 100

IRVING, TX 75063

(FORMER NAME OR 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 communication 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.001 par value			PFSW			Nasdaq			Capital Market

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. ☐

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INFORMATION TO BE INCLUDED IN THE REPORT

 

 

ITEM 5.07 Submission of Matters of a Vote of Security Holders

 

On August 29, 2023, PFSweb, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders at 10:00 a.m. Central Time (the "Annual Meeting"). The stockholders of record as of the close of business on July 5, 2023 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, 22,725,012 shares of the Company's common stock were issued, outstanding and entitled to vote, of which 18,881,775 shares were represented, in person or by proxy, at the Annual Meeting, which constituted a quorum. The final results of the stockholder vote on each proposal brought before the Annual Meeting as disclosed in the Company's proxy statement were as follows:

1. The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:

Nominees			Shares Voted For			Shares Voted Against			Abstained
David I. Beatson			14,120,553			718,810			3,146
Monica Luechtefeld			14,803,290			36,084			3,135
Ben Rosenzweig			14,129,001			713,254			254
Robert Frankfurt			14,790,876			48,487			3,146
G. Mercedes De Luca			13,773,065			1,066,309			3,135
Michael Willoughby			14,727,063			115,153			293

2. A non-binding, advisory vote on the compensation of the "Named Executive Officers" was approved based upon the following votes:

Shares Voted For			Shares Voted Against			Abstained			Broker Non-Votes
11,744,741			3,092,149			5,619			4,039,266

3.An amendment to the Company's Rights Agreement with Computershare Inc. was approved based upon the following votes:

Shares Voted For			Shares Voted Against			Abstained			Broker Non-Votes
13,745,984			1,091,929			4,596			4,039,266

4.An amendment to the Company's 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares was approved based upon the following votes:

Shares Voted For			Shares Voted Against			Abstained			Broker Non-Votes
14,256,208			580,501			5,800			4,039,266

5.A vote to approve Whitley Penn, LLP as the Company's independent auditors for the fiscal year ended December 31, 2023 was approved based upon the following votes:

Shares Voted For			Shares Voted Against			Abstained
18,865,963			12,005			3,807

6.A vote to approve adjournment of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes to constitute a quorum or to approve Proposals 1-4 was approved based upon the following votes:

Shares Voted For			Shares Voted Against			Abstained
15,781,196			2,755,854			344,725

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ITEM 8.01 Other Events

On August 29, 2023, 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 No.						Description
99.1						Press Release issued August 29, 2023
104						Cover Page Interactive Data file, formatted in Inline XBRL

 

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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.

 

			PFSweb, Inc.
Dated: August 29, 2023			By:			/s/ Thomas J. Madden
						Thomas J. Madden
						Executive Vice President, Chief Financial Officer