PFSweb Announces Proposed Corporate Governance Changes
27 Marzo 2013 - 12:00PM
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 (NASDAQ: PFSW), visit the
company’s website at http://www.PFSweb.com.
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.
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