PFSweb Announces Proposed Corporate Governance Changes

  PFSweb Announces Proposed Corporate Governance Changes

Business Wire

ALLEN, Texas -- March 27, 2013

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

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,
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

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
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