8-K

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))

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

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

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EXHIBIT INDEX

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

EX-99.1

Exhibit 99.1

PFSweb Announces Results of 2015 Annual Meeting of Stockholders

ALLEN, Texas – July 27, 2015 – PFSweb, Inc. (NASDAQ: PFSW), a global provider of end-to-end eCommerce solutions, held its Annual Meeting of Stockholders today, July 27, 2015 in Allen, Texas.

All corporate proposals were approved by the Company’s stockholders, including the election of six directors, Mr. Benjamin Rosenzweig, Ms. Monica Luechtefeld, Mr. Michael Willoughby, Mr. Shinichi Nakagura, Mr. James F. Reilly and Mr. David I. Beatson; the approval of amendments to the Company’s Rights Agreement; and the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

About PFSweb, Inc.

PFSweb (NASDAQ: PFSW) is a global provider of end-to-end eCommerce solutions including digital agency and marketing services, technology development services, business process outsourcing services and a complete omni-channel technology ecosystem. The company provides these solutions and services to major brand names and other companies seeking to optimize every customer experience and enhance their traditional and online business channels. PFSweb supports organizations across various industries, including Procter & Gamble, L’Oreal, LEGO, Columbia Sportswear, Ricoh, Roots Canada Ltd., Diageo, BCBGMAXAZRIA, T.J. Maxx, the United States Mint, and many more. PFSweb is headquartered in Allen, TX with additional locations in Tennessee, Mississippi, Minnesota, Washington, New York, Canada, Belgium, London, Munich and India. For more information, please visit www.pfsweb.com or download the free PFSweb IR App on your iPhone, iPad or Android device.

Investor Relations

Liolios Group, Inc.

Scott Liolios or Sean Mansouri

Tel 1-949-574-3860

PFSW@liolios.com