0001095315-19-000048.txt : 20190813 0001095315-19-000048.hdr.sgml : 20190813 20190813172247 ACCESSION NUMBER: 0001095315-19-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190809 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20190813 DATE AS OF CHANGE: 20190813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PFSWEB INC CENTRAL INDEX KEY: 0001095315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752837058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28275 FILM NUMBER: 191021823 BUSINESS ADDRESS: STREET 1: 505 MILLENNIUM DRIVE CITY: ALLEN STATE: TX ZIP: 75013 BUSINESS PHONE: 972-881-2900 MAIL ADDRESS: STREET 1: 505 MILLENNIUM DRIVE CITY: ALLEN STATE: TX ZIP: 75013 8-K 1 a8-k2019compensationaward.htm 8-K Document



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 9, 2019
 
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)
 
(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))
 
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Executive Compensation
On August 9, 2019, the Company issued Restricted Stock Units, Performance Shares and Market-Based Shares (the “2019 Awards”) to the Company’s named executive officers. Except for the Restricted Stock Units, the determination of the amount of the 2019 Awards which each such individual may receive is subject to, and calculated by reference to (i) the achievement by the Company and/or a business unit thereof of performance goals measured by adjusted EBITDA and/or revenue for the 2019 fiscal year (subject to adjustment) and/or (ii) the comparative performance of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index. The Restricted Stock Units and Market-Based Shares are also subject to three year vesting beginning in December 2019 based upon continued employment.
 
The foregoing 2019 Awards are being issued under an equity plan substantially similar to the Company’s PFSweb, Inc. 2018 Stock and Incentive Plan. The shares underlying such 2019 Awards are subject to registration. 

Pursuant to the foregoing, the following named executive officers were issued the following Restricted Stock Units, Performance Shares and Market-Based Shares at the maximum awards shares:

Name
Number of Restricted Stock Units
Number of Performance Shares
Number of Market-Based Shares
 
 
 
 
Michael C. Willoughby
103,831

155,746

134,980

Thomas J. Madden
47,716

96,190

62,029

James J. Butler

66,533














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: August 13, 2018
 
 
PFSweb, Inc. 
 
By:
/s/ Thomas J. Madden
Name: Thomas J. Madden
Title:  
Executive Vice President and 
   Chief Financial and Accounting Officer