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At PFSWEB INC.'s shareholder meeting held August 29, 2023, in the 2023-2024 proxy season, 56 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 511 separate fund positions. On the most widely held item on that ballot — Approve, on a non-binding, advisory basis, the compensation of the Company's Named Executive… — PFSWEB INC.'s filing reports the proposal as approved, with 79% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: PFSWEB INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on August 29, 2023.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and PFSWEB INC.’s Form 8-K, filed August 29, 2023 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of August 29, 2023: 11 items on PFSWEB INC.’s Form 8-K, filed August 29, 2023: 6 elected · 5 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024
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These tallies are PFSWEB INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed August 29, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: David I. Beatson | 14,120,553 | 718,810 | 3,146 | -- | -- | 95% | Elected | — |
| Elect Director: Monica Luechtefeld | 14,803,290 | 36,084 | 3,135 | -- | -- | 99.7% | Elected | — |
| Elect Director: Ben Rosenzweig | 14,129,001 | 713,254 | 254 | -- | -- | 95% | Elected | — |
| Elect Director: Robert Frankfurt | 14,790,876 | 48,487 | 3,146 | -- | -- | 99.6% | Elected | — |
| Elect Director: G. Mercedes De Luca | 13,773,065 | 1,066,309 | 3,135 | -- | -- | 93% | Elected | — |
| Elect Director: Michael Willoughby | 14,727,063 | 115,153 | 293 | -- | -- | 99.2% | Elected | — |
| 2. Non-binding, advisory vote on the compensation of the "Named Executive Officers" | 11,744,741 | 3,092,149 | 5,619 | -- | 4,039,266 | 79% | Approved | — |
| 3. An amendment to the Company's Rights Agreement with Computershare Inc | 13,745,984 | 1,091,929 | 4,596 | -- | 4,039,266 | 93% | Approved | — |
| 4. An amendment to the Company's 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares | 14,256,208 | 580,501 | 5,800 | -- | 4,039,266 | 96% | Approved | — |
| 5. A vote to approve Whitley Penn, LLP as the Company's independent auditors for the fiscal year ended December 31, 2023 | 18,865,963 | 12,005 | 3,807 | -- | -- | 99.9% | Approved | — |
| 6. A vote to approve adjournment of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes to constitute a quorum or to approve Proposals 1-4 | 15,781,196 | 2,755,854 | 344,725 | -- | -- | 85% | Approved | — |
Source: PFSWEB INC., Form 8-K, filed with the SEC on August 29, 2023 — read the filing on EDGAR.
Each item below shows how the 56 asset managers that disclosed a PFSWEB INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 3 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of six directors to the Board for a one-year term: Benjamin Rosenzweig
PFSWEB INC.’s own tally for this item (“Elect Director: Ben Rosenzweig”): 14,129,001 for, 713,254 against, per its Form 8-K filed August 29, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,183,607 for, 683,659 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 0 | 521,347 | 0 | 0 | Against |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 0 | 143,699 | 0 | 0 | Against |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 0 | 8,176 | 0 | 0 | Against |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 0 | 4,008 | 0 | 0 | Against |
| SA FUNDS INVESTMENT TRUST | 0 | 3,727 | 0 | 0 | Against |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 0 | 1,835 | 0 | 0 | Against |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 867 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of six directors to the Board for a one-year term: David I. Beatson
PFSWEB INC.’s own tally for this item (“Elect Director: David I. Beatson”): 14,120,553 for, 718,810 against, per its Form 8-K filed August 29, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,183,607 for, 683,659 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 0 | 521,347 | 0 | 0 | Against |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 0 | 143,699 | 0 | 0 | Against |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 0 | 8,176 | 0 | 0 | Against |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 0 | 4,008 | 0 | 0 | Against |
| SA FUNDS INVESTMENT TRUST | 0 | 3,727 | 0 | 0 | Against |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 0 | 1,835 | 0 | 0 | Against |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 867 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Election of six directors to the Board for a one-year term: G. Mercedes De Luca
PFSWEB INC.’s own tally for this item (“Elect Director: G. Mercedes De Luca”): 13,773,065 for, 1,066,309 against, per its Form 8-K filed August 29, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,119,514 for, 747,752 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 0 | 521,347 | 0 | 0 | Against |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 0 | 143,699 | 0 | 0 | Against |
| BlackRock | 0 | 60,693 | 0 | 0 | Against |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 0 | 8,176 | 0 | 0 | Against |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 0 | 4,008 | 0 | 0 | Against |
| SA FUNDS INVESTMENT TRUST | 0 | 3,727 | 0 | 0 | Against |
| Equitable | 0 | 3,400 | 0 | 0 | Against |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 0 | 1,835 | 0 | 0 | Against |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 867 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
99.2% Majority: yes · of votes cast
Description as filed by funds: Election of six directors to the Board for a one-year term: Michael C. Willoughby
PFSWEB INC.’s own tally for this item (“Elect Director: Michael Willoughby”): 14,727,063 for, 115,153 against, per its Form 8-K filed August 29, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,867,266 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 521,347 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 143,699 | 0 | 0 | 0 | For |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 8,176 | 0 | 0 | 0 | For |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 4,008 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 3,727 | 0 | 0 | 0 | For |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 1,835 | 0 | 0 | 0 | For |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 867 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
99.7% Majority: yes · of votes cast
Description as filed by funds: Election of six directors to the Board for a one-year term: Monica Luechtefeld
PFSWEB INC.’s own tally for this item (“Elect Director: Monica Luechtefeld”): 14,803,290 for, 36,084 against, per its Form 8-K filed August 29, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,867,266 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 521,347 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 143,699 | 0 | 0 | 0 | For |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 8,176 | 0 | 0 | 0 | For |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 4,008 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 3,727 | 0 | 0 | 0 | For |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 1,835 | 0 | 0 | 0 | For |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 867 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
Description as filed by funds: Election of six directors to the Board for a one-year term: Robert Frankfurt
PFSWEB INC.’s own tally for this item (“Elect Director: Robert Frankfurt”): 14,790,876 for, 48,487 against, per its Form 8-K filed August 29, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “The following individuals were elected as directors to serve for a one-year term expiring at the 2024 Annual Meeting, or until his or her successor is qualified and appointed, based upon the following votes:”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,867,266 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 521,347 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 143,699 | 0 | 0 | 0 | For |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 8,176 | 0 | 0 | 0 | For |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 4,008 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 3,727 | 0 | 0 | 0 | For |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 1,835 | 0 | 0 | 0 | For |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 867 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
93% Approved · of votes cast
Description as filed by funds: Approve an amendment to the Rights Agreement with Computershare Inc. as rights agent;
PFSWEB INC.’s own tally for this item (“3. An amendment to the Company's Rights Agreement with Computershare Inc”): 13,745,984 for, 1,091,929 against — passed, per its Form 8-K filed August 29, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “An amendment to the Company's Rights Agreement with Computershare Inc. was approved based upon the following votes:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,105,793 for, 761,473 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 0 | 521,347 | 0 | 0 | Against |
| TETON WESTWOOD FUNDS | 0 | 207,000 | 0 | 0 | Against |
| Fidelity | 143,699 | 0 | 0 | 0 | For |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 0 | 8,176 | 0 | 0 | Against |
| Charles Schwab | 0 | 6,123 | 0 | 0 | Against |
| Comstock Funds, Inc. | 0 | 5,500 | 0 | 0 | Against |
| Allianz | 0 | 4,008 | 0 | 0 | Against |
| SA FUNDS INVESTMENT TRUST | 0 | 3,727 | 0 | 0 | Against |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 0 | 2,890 | 0 | 0 | Against |
| John Hancock | 0 | 1,835 | 0 | 0 | Against |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 867 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
85% Approved · of votes cast
Description as filed by funds: Approve adjournments of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to constitute a quorum or to approve Proposals 1-4
PFSWEB INC.’s own tally for this item (“6. A vote to approve adjournment of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes to constitute a quorum or to approve Proposals 1-4”): 15,781,196 for, 2,755,854 against — passed, per its Form 8-K filed August 29, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 6: A vote to approve adjournment of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes to constitute a quorum or to approve Proposals 1-4 was approved based upon the following votes:”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 917,020 for, 737,746 against, 212,500 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 0 | 521,347 | 0 | 0 | Against |
| TETON WESTWOOD FUNDS | 0 | 0 | 207,000 | 0 | Abstain |
| Fidelity | 0 | 143,699 | 0 | 0 | Against |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 0 | 48,568 | 0 | 0 | Against |
| Jackson National | 0 | 8,176 | 0 | 0 | Against |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 0 | 0 | 5,500 | 0 | Abstain |
| Allianz | 0 | 4,008 | 0 | 0 | Against |
| SA FUNDS INVESTMENT TRUST | 0 | 3,727 | 0 | 0 | Against |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 0 | 2,890 | 0 | 0 | Against |
| John Hancock | 0 | 1,835 | 0 | 0 | Against |
| Victory Capital | 0 | 1,835 | 0 | 0 | Against |
| Lincoln Financial | 0 | 867 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 0 | 700 | 0 | 0 | Against |
| ETF Series Solutions | 0 | 94 | 0 | 0 | Against |
Combines 5 wordings of this item as funds reported it.
96% Approved · of votes cast
Description as filed by funds: Approve an amendment to our 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares;
PFSWEB INC.’s own tally for this item (“4. An amendment to the Company's 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares”): 14,256,208 for, 580,501 against — passed, per its Form 8-K filed August 29, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “An amendment to the Company's 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares was approved based upon the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 521,347 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 0 | 207,000 | 0 | 0 | Against |
| Fidelity | 143,699 | 0 | 0 | 0 | For |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 8,176 | 0 | 0 | 0 | For |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 0 | 5,500 | 0 | 0 | Against |
| Allianz | 4,008 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 3,727 | 0 | 0 | 0 | For |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 0 | 2,890 | 0 | 0 | Against |
| John Hancock | 1,835 | 0 | 0 | 0 | For |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 867 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Fund voting reports, all 18 managers: 1,651,876 for, 215,390 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Manatuck Hill Partners, LLC | 21,276 | 0 | 0 | 0 | For |
| ALGERT GLOBAL LLC | 7,220 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 28,496 for.
Combines 9 wordings of this item as funds reported it.
79% Approved · of votes cast
Description as filed by funds: Approve, on a non-binding, advisory basis, the compensation of the Company's Named Executive Officers;
PFSWEB INC.’s own tally for this item (“2. A non-binding, advisory vote on the compensation of the "Named Executive Officers"”): 11,744,741 for, 3,092,149 against — passed, per its Form 8-K filed August 29, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “A non-binding, advisory vote on the compensation of the "Named Executive Officers" was approved based upon the following votes:”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 0 | 521,347 | 0 | 0 | Against |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 0 | 143,699 | 0 | 0 | Against |
| BlackRock | 0 | 60,693 | 0 | 0 | Against |
| Invesco | 0 | 48,568 | 0 | 0 | Against |
| Jackson National | 0 | 8,176 | 0 | 0 | Against |
| Charles Schwab | 0 | 6,123 | 0 | 0 | Against |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 0 | 4,008 | 0 | 0 | Against |
| SA FUNDS INVESTMENT TRUST | 0 | 3,727 | 0 | 0 | Against |
| Equitable | 0 | 3,400 | 0 | 0 | Against |
| American Century | 0 | 2,890 | 0 | 0 | Against |
| John Hancock | 0 | 1,835 | 0 | 0 | Against |
| Victory Capital | 0 | 1,835 | 0 | 0 | Against |
| Lincoln Financial | 0 | 867 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 0 | 700 | 0 | 0 | Against |
| ETF Series Solutions | 0 | 94 | 0 | 0 | Against |
Fund voting reports, all 18 managers: 1,059,304 for, 807,962 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| AQR | 0 | 16,000,000 | 0 | 0 | Against |
| AWM Investment Company, Inc. | 1,525,000 | 0 | 0 | 0 | For |
| MANGROVE PARTNERS IM, LLC | 1,113,636 | 0 | 0 | 0 | For |
| Newtyn Management, LLC | 746,406 | 0 | 0 | 0 | For |
| Voss Capital, LP | 0 | 711,733 | 0 | 0 | Against |
| J. Goldman & Co LP | 703,130 | 0 | 0 | 0 | For |
| Renaissance | 0 | 520,315 | 0 | 0 | Against |
| BlackRock | 0 | 266,006 | 0 | 0 | Against |
| Rock Creek Group, LP | 0 | 250,000 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 156,150 | 0 | 0 | Against |
| Aristides Capital LLC | 109,791 | 0 | 0 | 0 | For |
| Citadel | 76,226 | 0 | 0 | 0 | For |
| Dimensional | 0 | 76,083 | 0 | 0 | Against |
| State Street | 63,343 | 0 | 0 | 0 | For |
| Cerity Partners LLC | 0 | 61,242 | 0 | 0 | Against |
| Hudson Bay Capital Management LP | 0 | 60,057 | 0 | 0 | Against |
| Two Sigma | 0 | 59,016 | 0 | 0 | Against |
| Invesco | 0 | 48,568 | 0 | 0 | Against |
| CORSAIR CAPITAL MANAGEMENT, L.P. | 0 | 42,451 | 0 | 0 | Against |
| Union Square Park Capital Management, LLC | 0 | 0 | 0 | 0 | -- |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 25,444 | 0 | 0 | Against |
| Manatuck Hill Partners, LLC | 0 | 21,276 | 0 | 0 | Against |
| DE Shaw | 0 | 11,101 | 0 | 0 | Against |
| ALGERT GLOBAL LLC | 0 | 7,220 | 0 | 0 | Against |
| Vanguard | 7,032 | 0 | 0 | 0 | For |
No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; every one is in the interactive database (link above).
Combines 6 wordings of this item as funds reported it.
99.9% Approved · of votes cast
Description as filed by funds: Approve Whitley Penn, LLP as the Company's independent auditors for the fiscal year ended December 31, 2023;
PFSWEB INC.’s own tally for this item (“5. A vote to approve Whitley Penn, LLP as the Company's independent auditors for the fiscal year ended December 31, 2023”): 18,865,963 for, 12,005 against — passed, per its Form 8-K filed August 29, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “A vote to approve Whitley Penn, LLP as the Company's independent auditors for the fiscal year ended December 31, 2023 was approved based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 18 asset managers below reported 1,867,266 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 846,804 | 0 | 0 | 0 | For |
| Dimensional | 521,347 | 0 | 0 | 0 | For |
| TETON WESTWOOD FUNDS | 207,000 | 0 | 0 | 0 | For |
| Fidelity | 143,699 | 0 | 0 | 0 | For |
| BlackRock | 60,693 | 0 | 0 | 0 | For |
| Invesco | 48,568 | 0 | 0 | 0 | For |
| Jackson National | 8,176 | 0 | 0 | 0 | For |
| Charles Schwab | 6,123 | 0 | 0 | 0 | For |
| Comstock Funds, Inc. | 5,500 | 0 | 0 | 0 | For |
| Allianz | 4,008 | 0 | 0 | 0 | For |
| SA FUNDS INVESTMENT TRUST | 3,727 | 0 | 0 | 0 | For |
| Equitable | 3,400 | 0 | 0 | 0 | For |
| American Century | 2,890 | 0 | 0 | 0 | For |
| John Hancock | 1,835 | 0 | 0 | 0 | For |
| Victory Capital | 1,835 | 0 | 0 | 0 | For |
| Lincoln Financial | 867 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 700 | 0 | 0 | 0 | For |
| ETF Series Solutions | 94 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 22,745,012 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.72% |
| 2 | Dimensional | 2.29% |
| 3 | TETON WESTWOOD FUNDS | 0.91% |
| 4 | Fidelity | 0.63% |
| 5 | BlackRock | 0.27% |
| 6 | Invesco | 0.21% |
| 7 | Jackson National | 0.04% |
| 8 | Charles Schwab | 0.03% |
| 9 | Comstock Funds, Inc. | 0.02% |
| 10 | Allianz | 0.02% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | AQR | 70.35% |
| 2 | AWM Investment Company, Inc. | 6.70% |
| 3 | MANGROVE PARTNERS IM, LLC | 4.90% |
| 4 | Newtyn Management, LLC | 3.28% |
| 5 | Voss Capital, LP | 3.13% |
| 6 | J. Goldman & Co LP | 3.09% |
| 7 | Renaissance | 2.29% |
| 8 | BlackRock | 1.17% |
| 9 | Rock Creek Group, LP | 1.10% |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.69% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Tokyo 150-0011 Japan | 16.17% | DEF14A |
| 3773 Richmond Ave, Suite 500, Houston, TX 77046 | 10.02% | DEF14A |
| North Tryon Street, Charlotte, North Carolina 28255 | 7.86% | DEF14A |
| Madison Avenue, Suite 2600, New York, NY 10022 | 6.70% | DEF14A |
| Michael C. Willoughby | 2.92% | DEF14A |
| Thomas J. Madden | 2.13% | DEF14A |
| David I. Beatson | 0.98% | DEF14A |
| Norges Bank | 0.95% | 13F |
| Benjamin Rosenzweig | 0.93% | DEF14A |
| R. Zach Thomann | 0.85% | DEF14A |
Percentages above are of 22,745,012 shares outstanding, as reported by PFSWEB INC. on its Form 10-Q dated August 1, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from PFSWEB INC.’s 10-Q dated August 1, 2023. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
PFSWEB INC. proxy season coverage: 2023-2024 (this page).
proxyvotesnow.com, “PFSWEB INC. 2023 Annual Meeting (2023-2024 season): Vote Results”, https://proxyvotesnow.com/company/pfsweb-inc/2024 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.