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EX-99.1 - EX-99.1 - PFSWEB INCd89288dex991.htm

 

 

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): July 27, 2015

 

 

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 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on July 27, 2015. 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 six director nominees listed below for a one-year term expiring in 2016, based upon the following voting results:

 

Nominee

   For    Withheld    Abstain

Mr. Benjamin Rosenzweig

   10,521,658    4,445    159,448

Ms. Monica Luechtefeld

   10,489,247    37,456    158,848

Mr. Michael Willoughby

   10,522,446    3,657    159,448

Mr. Shinichi Nagakura

   10,522,014    4,101    159,436

Mr. James F. Reilly

   10,357,392    168,711    159,448

Mr. David I. Beatson

   10,488,239    37,856    159,456

Item 2 – Approval of Amendments to the Company’s Rights Agreement. The Company’s stockholders approved the amendments to the Company’s Rights Agreement, based upon the following voting results:

 

For

 

Against

 

Abstained

 

Broker Non-Votes

10,196,154   322,296   167,101   0

Item 3 – 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:

 

For

 

Against

 

Abstained

 

Broker Non-Votes

10,215,386   464,777   5,388   0

 

Item 8.01. Other Events.

On July 27, 2015, 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

  

Description

99.1     Press Release, issued July 27, 2015.

 

2


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: July 29, 2015

 

PFSweb, Inc.
By:   /s/ Thomas J. Madden
Name:   Thomas J. Madden
Title:   Executive Vice President and
Chief Financial and Accounting Officer

 

3


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Description

99.1     Press Release, issued July 27, 2015.