What shares are represented by the Proxy?
The Proxy that we are delivering represents all the shares registered in your name with our
transfer agent, BNY Mellon Shareowner Services. The proxy that is delivered by your broker, bank or
other nominee represents the shares held by you in an account at that institution.
How are votes counted?
If you return a signed and dated Proxy but do not indicate how the shares are to be voted,
those shares will be voted as recommended by the Board. A valid Proxy also authorizes the
individuals named as proxies to vote your shares in their discretion on any other matters which,
although not described in the Proxy Statement, are properly presented for action at our Annual
Meeting. If you indicate on your Proxy that you wish to abstain from voting on an item, your
shares will not be voted on that item. Abstentions and broker non-votes are not counted in
determining the number of shares voted for or against any nominee for Director or any other
proposal, but will be counted to determine whether there is a quorum present. There is no right to
What vote is required?
In order to have a quorum present at the Annual Meeting, a majority of our shares of common
stock that are outstanding and entitled to vote at the Annual Meeting must be represented in person
or by proxy. If a quorum is not present, the Annual Meeting will be rescheduled for a later date.
The Directors must be elected by a plurality of the votes cast.
All of the other proposals require the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote on the subject matter.
Abstentions are counted for quorum purposes, but in effect count as negative votes because they are
shares represented by proxy that are not voted in the affirmative. Broker non-votes are not shares
represented by proxy and are not counted as part of the vote total and have no effect on the
What is the recommendation of the Board of Directors?
The Board of Directors recommends that stockholders vote (i) FOR the nominees of the Board of
Directors (Item No. 1), and (ii) FOR the ratification of the appointment of Grant
Thornton LLP as the Companys independent auditors for the fiscal year ending December 31, 2008
(Item No. 2). If you do not indicate how your shares are to be voted, your shares will be voted as
recommended by the Board.
Who will tabulate the vote?
Our transfer agent, BNY Mellon Shareholder Services, will tally the vote, which will be
certified by an inspector of election who is a PFSweb employee.
Who will bear the expenses of our solicitation? How will we solicit votes?
We will bear our own cost of solicitation of proxies. In addition to the use of the mail,
proxies may be solicited by our directors and officers by personal interview, telephone, telegram,
facsimile or e-mail. Our directors and officers will not receive additional compensation for this
solicitation but may be reimbursed for out-of-pocket expenses incurred in connection with these
activities. Arrangements may also be made with brokerage firms and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of shares of our common
stock held of