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))

 

 

 

 

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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.

 

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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.

Date: July 29, 2015

 

 

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
99.1		Press Release, issued July 27, 2015.