PFSweb Announces Proposed Corporate Governance Changes


PFSweb Announces Proposed Corporate Governance Changes

ALLEN, Texas--(BUSINESS WIRE)-- PFSweb, Inc. (Nasdaq: PFSW) , an international provider of end-to-end eCommerce solutions, today announced that, after considering input from several of the Company's largest stockholders, its Board of Directors (the "Board") has unanimously voted to include in the Company's proxy statement for its 2013 annual meeting of stockholders management proposals to eliminate the Company's classified board structure and adopt a majority vote standard for the election of directors in uncontested elections. PFSweb also reported that it is considering potential candidates to fill an additional seat on its Board. The Board's Nominating Committee is currently seeking an experienced business leader with relevant expertise, and will make a recommendation to the full Board at the conclusion of the process.

"As part of our ongoing review of PFSweb's corporate governance practices and some feedback from stockholders, our Board has determined that it is in the Company's best interest to recommend to stockholders that the Company declassify the Board and adopt a majority vote standard for the election of board members," stated Mr. James Reilly, recently appointed Chairman of PFSweb. "The Board believes that these initiatives would be positive developments in our corporate governance and we will advocate that stockholders adopt them at the annual meeting."

The Board unanimously voted to submit proposals to amend PFSweb's certificate of incorporation and bylaws to eliminate the classification of the Board to stockholders at the 2013 annual meeting. Currently, the Board is divided into three classes, each of which is elected for a three-year term. If stockholders approve the proposals by the requisite vote, declassification of the Board will be implemented via a phase-in approach beginning with the 2014 annual meeting. In accordance with Delaware law, the phase-in will allow each class of directors to complete their existing terms; however, future elections will have a one-year term. In addition, any director appointed to the Board as a result of an increase in the size of the Board or to fill a vacancy on the Board will hold office until the next annual meeting.

The Board also unanimously voted to submit a proposal to amend the Company's bylaws to adopt a majority vote standard for the election of directors, beginning at the Company's 2014 annual meeting. If stockholders approve the proposal by the requisite vote, PFSweb's amended bylaws would require that any incumbent nominee for PFSweb's Board who fails to receive a majority of the votes cast in an uncontested election to promptly tender his or her resignation to the Board. The Chairman of the Board would then recommend to the Board whether to accept the resignation, and the Board would make a determination within 90 days after certification of the stockholder vote. The Board's decision and rationale for its decision then would be promptly disclosed publicly.

The full text of the proposals will be included in the Company's proxy statement to be filed with the Securities and Exchange Commission in the spring.

About PFSweb, Inc.

PFSweb is engaged by iconic brands to enable and manage customized eCommerce and omni-channel commerce initiatives. PFSweb's iCommerce Hub(SM) technology ecosystem offers retailers a multi-channel order management system that allows partner/client data integration and international payment processing. PFSweb's iCommerce Professional Service(SM) provides interactive marketing services, eCommerce web site development and support services, IT development services, content management, customer intelligence and relationship and account management services. PFSweb's iCommerce Centers of Excellence(SM) provides global fulfillment and logistics, high-touch customer care, client financial services and technology hosting. Together, PFSweb's iCommerce Solutions allows for international reach and expertise in both direct-to-consumer and business-to-business initiatives. PFSweb supports organizations across multiple industries including Procter & Gamble, L'Oreal, LEGO, Columbia Sportswear, Sorel, Carter's, AAFES, Riverbed, Ricoh, Hawker Beechcraft Corp, Roots Canada Ltd., Diageo, BCBGMAXAZRIA, BCBGENERATION and HERVÉ LÉGER BY MAX AZRIA. PFSweb is headquartered in Allen, TX with additional locations in Tennessee, Mississippi, Canada, Belgium, and the Philippines.

To find out more about PFSweb (NAS: PFSW) , visit the company's website at

The matters discussed herein consist of forward-looking information under the Private Securities Litigation Reform Act of 1995 and is subject to and involves risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. PFSweb's Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012 identify certain factors that could cause actual results to differ materially from those projected in any forward looking statements made and investors are advised to review the Annual and Quarterly Reports and the Risk Factors described therein. PFSweb undertakes no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. There may be additional risks that we do not currently view as material or that are not presently known.

Mike Willoughby, 972-881-2900
Chief Executive Officer
Thomas J. Madden, 972-881-2900
Chief Financial Officer
Investor Relations
KCSA Strategic Communications
Todd Fromer, 212-896-1215
Garth Russell, 212-896-1250

KEYWORDS: United States North America Texas


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