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): June 30, 2020
PFSweb, Inc.
(Exact name of registrant as specified in its charter)
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| 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)
(972) 881-2900
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(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:
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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).
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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 of a Vote of Security Holders
On June 30, 2020, PFSweb, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders at 10:00 a.m. Central Time (the “Annual Meeting”). Only the stockholders of record as of the close of business on May 6, 2020 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 19,466,253 shares of the Company’s common stock were issued, outstanding and entitled to vote, of which 12,571,670 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 were as follows:
1.The following individuals were elected as directors to serve for a one-year term expiring at the 2021 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:
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Nominees | Shares Voted For | Shares Voted Against | Abstained |
Ben Rosenzweig | 12,459,960 | 108,679 | 3,031 |
Monica Luechtefeld | 12,462,768 | 96,662 | 12,240 |
Michael Willoughby | 12,509,772 | 57,867 | 4,031 |
Shinichi Nagakura | 12,514,688 | 53,772 | 3,210 |
David I. Beatson | 11,566,547 | 993,040 | 12,083 |
Peter J. Stein | 12,515,616 | 53,023 | 3,031 |
Robert Frankfurt | 12,446,423 | 113,001 | 12,246 |
G. Mercedes De Luca | 12,514,176 | 54,306 | 3,188 |
2.A non-binding, advisory vote on the compensation of the Named Executive Officers was approved based upon the following votes:
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Shares Voted For | Shares Voted Against | Abstained |
12,427,558 | 134,928 | 9,184 |
3.The Company's 2020 Stock and Incentive Plan was approved based upon the following votes:
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Shares Voted For | Shares Voted Against | Abstained |
11,988,386 | 575,252 | 8,032 |
ITEM 8.01 Other Events
On June 30, 2020, 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. The following exhibit is filed with this document:
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Exhibit No. | | Description |
99.1 | | |
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.
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| PFSweb, Inc. |
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Dated: July 1, 2020 | By: | /s/ Thomas J. Madden | |
| | Thomas J. Madden |
| | Executive Vice President, Chief Financial Officer |