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 2931, 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~~N/A

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. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 51.0701 ~~Submission~~Entry ofinto ~~Matters of~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement

OnAmendment 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~~Rights 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:Agreement

1On August 31, 2023, PFSweb, Inc. ~~The~~(the ~~following~~“Company”) ~~individuals~~and ~~were~~Computershare ~~elected~~Inc., successor in interest to Computershare Shareowner Services LLC (formerly known as ~~directors~~Mellon Investor Services LLC), a Delaware corporation, as successor to ~~serve~~ChaseMellon ~~for~~Shareholder Services, L.L.C., a ~~one-year~~New ~~term~~Jersey ~~expiring~~limited atliability company, as rights agent (the ~~2024~~“Rights ~~Annual~~Agent”), ~~Meeting~~entered into Amendment No. 10 to Rights Agreement (the “Amendment”). The Amendment amends the Rights Agreement, ordated ~~until~~as ~~his~~of orJune ~~her~~8, ~~successor~~2000, isbetween ~~qualified~~the Company and ~~appointed~~the Rights Agent, ~~based~~as ~~upon~~amended by Amendment No. 1 thereto dated as of May 30, 2008, Amendment No. 2 thereto dated as of May 24, 2010, Amendment No. 3 thereto dated as of July 2, 2010, Amendment No. 4 thereto dated as of May 15, 2013, Amendment No. 5 thereto dated as of June 18, 2015, Amendment No. 6 thereto dated as of July 28, 2015, and Amendment No, 7 dated as of June 27, 2018, Amendment No. 8 dated as of August 24, 2021, and Amendment No. 9 dated as of August 31, 2022 (collectively, as amended, the ~~following~~“Rights ~~votes:~~Agreement”).

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

The Amendment was approved by the Company’s stockholders at its 2023 Annual Meeting of Stockholders held on August 29, 2023. The Amendment extends the expiration date of the Rights Agreement to the close of business on the 30th day after the Company’s 2024 Annual Meeting of Stockholders unless continuation of the Rights Agreement is approved by the stockholders of the Company at that meeting. The Amendment to the Rights Agreement is filed herewith as Exhibit 4.1.

2.The Aforegoing ~~non-binding~~description of the Amendment and the Rights Agreement does not purport to be complete and is subject to, ~~advisory~~and ~~vote~~qualified onin its entirety by, a summary of the ~~compensation~~material terms of the ~~"Named~~Rights ~~Executive~~Agreement, ~~Officers"~~as ~~was~~amended ~~approved~~by ~~based~~the ~~upon~~Amendment, together with the ~~following~~full ~~votes:~~ text of the Rights Agreement, and each of Amendments Nos. 1 to 9 thereto, as set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on July 17, 2023.

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

ITEM 3.03 Material Modification to Rights of Security Holders

3The information set forth in Item 1.An01 ~~amendment~~of tothis ~~the~~Form ~~Company's~~8-K ~~Rights~~under ~~Agreement~~the ~~with~~heading ~~Computershare~~"Amendment ~~Inc.~~to ~~was~~Rights ~~approved~~Agreement" ~~based~~is ~~upon~~incorporated ~~the~~herein ~~following~~by ~~votes:~~ reference.

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

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~4.An~~2023 ~~amendment~~Elimination toof the ~~Company's~~Long-Term ~~2020 Stock and~~ Incentive ~~Plan~~Total toShareholder ~~increase~~Return ~~the~~Performance ~~number~~Share ofAward ~~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

In conjunction with the Company’s Compensation Committee of the Board of Directors annual executive compensation review, the Company discontinued future issuances of the Long-Term Incentive Total Shareholder Performance Share Awards (the “LTI TSR Share Awards”) for its Named Executive Officers.

~~5.A~~Creation ~~vote~~of to2023 ~~approve~~LTI ~~Whitley~~Performance-Based ~~Penn,~~Restricted ~~LLP~~Stock asUnit ~~the~~Award ~~Company's independent auditors~~ for ~~the~~Named ~~fiscal~~Executive ~~year ended December 31, 2023 was approved based upon the following votes:~~Officers

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

In lieu of the elimination of the LTI TSR Share Awards, on September 7, 2023, the Compensation Committee of the Board of Directors finalized the establishment of a new 2023 LTI Performance-Based Restricted Stock Unit Award for Named Executive Officers (“2023 LTI PSU for NEO Award”) to govern the awards originally issued in 2023 for Zach Thomann and Thomas Madden.

~~6.A~~The ~~vote~~new to2023 ~~approve~~LTI ~~adjournment~~PSU offor NEO Award agreement is substantially the ~~Annual~~same ~~Meeting~~as ~~from~~the ~~time~~Company’s toLTI ~~time~~Performance toBased ~~solicit~~Restricted ~~additional~~Stock ~~proxies~~Unit ifAward ~~there~~agreement ~~are~~with ~~insufficient~~the ~~votes~~following exceptions related to ~~constitute~~the full vesting of each tranche’s awards upon a ~~quorum~~qualifying orchange toin ~~approve~~control ~~Proposals~~and ~~1-4~~the ~~was~~offering ~~approved~~of ~~based~~additional stock units upon ~~the~~achievement ~~following~~of ~~votes:~~certain stretch EBITDA performance metrics.

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

For purposes of clarity, vesting of the awards shall occur as of the Change in Control for the current fiscal year and all remaining fiscal years based on the Company’s actual Adjusted EBITDA performance year-to-date having met the base, target, or stretch bonus target established for the fiscal year of the Change in Control.

~~ITEM~~The ~~8.01~~foregoing ~~Other~~description ~~Events~~of the agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 10.1.

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
4.1						Amendment No. 10 to Rights Agreement, dated as of August 31, 2023 between the Company and Computershare Inc., as rights agent.
10.1						2023 LTI Performance-Based Restricted Stock Unit Award for Named Executive Officers
104						Cover Page Interactive Data file, formatted in Inline XBRL

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
Dated: September 7, 2023	By:	/s/ Thomas J. Madden
		Thomas J. Madden
		Executive Vice President,Chief Financial Officer

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