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)
(ii) FOR the amendments to our 2005 Employee Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder and the other amendments described herein (Item No. 2) (iii) FOR the amendment to our
Non-Employee Director Stock Option and Retainer Plan to increase the number of shares of Common Stock issuable thereunder (Item No. 3) and (iv) FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent
auditors for the fiscal year ending December 31, 2012 (Item No. 4). 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, Computershare Shareowner
Services LLC, 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 record by these people or institutions, in which case we will reimburse these brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with these
forwarding activities. We may retain Computershare Shareowner Services LLC to assist in the solicitation of proxies for an estimated fee of $10,000 plus reimbursement of expenses.
Are there appraisal rights?
Stockholders have no dissenters’ rights
of appraisal with respect to any of the matters to be voted upon at the Annual Meeting.
ITEM NO. 1
NOMINEES FOR THE BOARD OF DIRECTORS
The Board of Directors is divided into three classes. Each class serves three years, with the terms of office of the respective classes expiring in successive years. The term of the current Class I
directors expires at the 2012 Annual Meeting; the term of the current Class II director expires at the 2013 Annual Meeting; and the term of the current Class III directors expires at the 2014 Annual Meeting. The Board presently consists of five
members, two Class I directors, one Class II director and two Class III directors. The nominees to serve as Class I directors who have been nominated and recommended by the Board of Directors are David I. Beatson and James F. Reilly. If elected,
Messrs. Beatson and Reilly are expected to serve until the Company’s 2015 annual meeting and until their successors are elected and qualified. The shares represented by proxies in the accompanying form will be voted for the election of the
nominees unless authority to so vote is withheld. The Board of Directors has no reason to believe that such nominees will not serve if elected, but if any one or more of them should become unavailable to serve as a director, and if the Board
designates a substitute nominee or nominees, the person named as proxy will vote for the substitute nominee(s) designated by the Board.
The following information, which has been provided by the individuals named, sets forth for each member of the Board of Directors, such person’s name, age, principal occupation or employment during
at least the past five years, the name of the corporation or other organization, if any, in which such occupation or employment is carried on and the period during which such person has served as a director of the Company. The following information
also identifies and describes the key experience, qualifications and skills our directors bring to the Board that are important in light of our business and structure. The directors’ experiences, qualifications and skills that the Board
considered in their nomination are included in their individual biographies.
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