PFSweb Inc. (PFSW) reported that its fourth-quarter net income was $0.7 million, or $0.05 per share, compared to net income of $0.8 million, or $0.06 per share in the fourth quarter of 2011.
Non-GAAP net income was $1.0 million, or $0.07 per share, compared to non-GAAP net income of $1.7 million, or $0.13 per share last year.
Total revenue decreased 12% to $77.0 million, compared to $87.5 million for the fourth quarter of 2011.
The company currently expects calendar year 2013 Service Fee Equivalent Revenue to be in the range of $110 million to $115 million, compared with $130 million in 2012.
In a separate press release, PFSweb announced that its 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.
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.
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