Current Report Filing (8-k)
June 13 2017 - 4:12PM
Edgar (US Regulatory)
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 9, 2017
PFSweb, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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000-28275
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75-2837058
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(State or other jurisdiction
Of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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505 Millennium Drive
Allen, TX
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75013
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(Address of principal executive offices)
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(zip code)
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(972) 881-2900
Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on June 9, 2017. Matters submitted to shareholders at the Annual Meeting and voting results were as
follows:
Item 1 Election of Directors
. The Companys stockholders elected the seven director nominees listed below for a one-year
term expiring in 2018, based upon the following voting results:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Mr. Benjamin Rosenzweig
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13,153,609
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87,936
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363
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-
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Ms. Monica Luechtefeld
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13,188,123
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53,422
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363
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-
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Mr. Michael Willoughby
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13,179,502
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60,985
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1,421
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-
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Mr. Shinichi Nagakura
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13,153,847
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87,442
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619
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Mr. Peter J. Stein
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13,187,838
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53,451
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619
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Mr. James F. Reilly
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13,184,642
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56,647
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619
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-
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Mr. David I. Beatson
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13,184,742
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56,547
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619
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-
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Item 2 Advisory Vote to Approve Executive Compensation.
The Companys stockholders approved, on an
advisory basis, the compensation of the Companys named executive officers, based upon the following voting results:
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For
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Against
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Abstained
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Broker Non-Votes
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11,408,708
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1,667,320
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165,880
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2,681,211
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Item 3 Ratification of Appointment of Independent Registered Public Accounting Firm.
The Companys
stockholders ratified the appointment of BDO USA LLP as the Companys independent auditors for the fiscal year ending December 31, 2017, based upon the following voting results:
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For
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Against
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Abstained
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Broker Non-Votes
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15,546,258
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89,424
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287,437
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-
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Item 8.01. Other Events.
On June 9, 2017, the Company issued a press release announcing the results of the Companys 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
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Exhibit Number
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Description
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99.1
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Press Release, issued June 9, 2017.
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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: June 13, 2017
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PFSweb, Inc.
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By:
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/s/ Thomas J. Madden
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Name:
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Thomas J. Madden
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Title:
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Executive Vice President and
Chief
Financial and Accounting Officer
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3
EXHIBIT INDEX
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Exhibit Number
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Exhibit Description
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99.1
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Press Release, issued June 9, 2017.
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