Filed by the Registrant ☑
|
| |
Filed by a Party other than the Registrant ☐
|
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☑
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material under § 240.14a-12
|
Sincerely,
|
|
Timothy A. Peterman
|
Chief Executive Officer
|
1.
|
To elect eight persons to serve as directors on our Board of Directors until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified;
|
2.
|
To approve, on an advisory basis, the fiscal 2020 compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;
|
3.
|
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022; and
|
By Order of the Board of Directors
|
| |
|
|
| ||
Timothy A. Peterman
Chief Executive Officer
|
| |
|
|
| |
|
May 4, 2021
|
|
PROPOSAL
|
| |
BOARD VOTING
RECOMMENDATION
|
| |
RATIONALE FOR SUPPORT
|
| |
FOR FURTHER
DETAILS
|
|||
1.
|
| |
Elect the eight directors identified in this proxy statement, each for a term of one year.
|
| |
“FOR” each nominee
|
| |
Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders.
|
| |
Page 2
|
2.
|
| |
Approve the compensation of our named executive officers on an advisory basis.
|
| |
“FOR”
|
| |
Our executive compensation program is designed to attract and retain exceptional leaders and encourage them to behave like owners.
|
| |
Page 20
|
3.
|
| |
Ratify the selection of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending January 29, 2022.
|
| |
“FOR”
|
| |
The Audit Committee of the Board believes that it is in the best interests of the Company and its shareholders to retain Deloitte & Touche LLP.
|
| |
Page 23
|
Director
|
| |
Audit Committee
|
| |
HR and Compensation Committee
|
| |
Governance Committee
|
Michael Friedman
|
| |
—
|
| |
—
|
| |
—
|
Landel C. Hobbs
|
| |
Member
|
| |
—
|
| |
Chair
|
Jill Krueger
|
| |
Chair
|
| |
Member
|
| |
—
|
Eyal Lalo
|
| |
—
|
| |
—
|
| |
—
|
Lisa A. Letizio
|
| |
—
|
| |
Chair
|
| |
Member
|
Timothy A. Peterman
|
| |
—
|
| |
—
|
| |
—
|
Darryl C. Porter
|
| |
Member
|
| |
—
|
| |
Member
|
Aaron P. Reitkopf
|
| |
—
|
| |
Member
|
| |
Member
|
•
|
management’s process for ensuring the integrity of the Company’s financial statements and the Company’s accounting and financial reporting processes and financial statement audits;
|
•
|
the Company’s compliance with legal and regulatory requirements;
|
•
|
the registered public accounting firm’s (independent auditor’s) qualifications and independence;
|
•
|
the performance of the Company’s independent auditor and internal audit function, if applicable; and
|
•
|
the Company’s systems of disclosure controls and procedures and internal controls over financial reporting.
|
•
|
establish executive compensation strategy, including base salary, incentive compensation and any other compensation elements and evaluate the strategy in light of the Company’s non-binding advisory say on pay vote;
|
•
|
ensure that all executive officers are compensated in a manner consistent with such strategy, internal considerations, competitive practices and the requirements of regulatory agencies, and that they are not incentivized to take an undue amount of risk;
|
•
|
oversee our stock-based incentive plans and approve all grants to executive officers made in connection with those plans;
|
•
|
review and approve (i) the components of and total cash compensation for our Chief Executive Officer, and (ii) stock-based grants to our Chief Executive Officer;
|
•
|
review and approve any employment agreements or severance arrangements for the Chief Executive Officer or other members of senior management, including change-in-control provisions, plans or agreements;
|
•
|
monitor our employee benefit plans and discharge the duties imposed on the committee by the terms of those plans;
|
•
|
oversee succession planning for the Chief Executive Officer and other members of the senior executive team;
|
•
|
annually review and recommend to the Board cash and equity compensation for members of the Board and its Committees;
|
•
|
review and discuss with Company management the compensation disclosure contained in this proxy statement;
|
•
|
annually evaluate the performance of the committee and the adequacy of the committee’s charter, and report the evaluation to the Board; and
|
•
|
perform other duties or functions deemed appropriate by the Board.
|
•
|
Net sales of $454.2 million, a decrease of 9% compared to the same prior-year period
|
•
|
Gross profit of $167.1 million, an increase of 2% compared to the same prior-year period
|
•
|
Gross profit as a percentage of sales was 36.8% for fiscal 2020, a 420-basis point improvement over the same prior-year period
|
•
|
Net loss was $13.2 million for fiscal 2020, a $43.1 million improvement compared to the same prior-year period
|
•
|
EPS of ($1.23) per share, a $6.31 per share improvement compared to the same prior-year period
|
•
|
Adjusted EBITDA1 of $23.9 million for fiscal 2020, a $42.3 million improvement compared to the same prior-year period
|
1
|
Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined and reconciled to EBITDA and net income on page 34 of our Annual Report on Form 10-K for fiscal 2020.
|
Name
|
| |
Title
|
Timothy A. Peterman
|
| |
CEO & Interim Chief Financial Officer
|
Jean-Guillaume Sabatier
|
| |
EVP, Chief Commerce Officer
|
James Spolar(a)
|
| |
Former SVP, General Counsel
|
(a)
|
Mr. Spolar’s employment with the Company terminated on February 14, 2020.
|
•
|
Attract, motivate and retain a highly capable and performance-focused executive team;
|
•
|
Promote a culture of employee owners whose financial interests are aligned with those of our shareholders;
|
•
|
Pay for performance such that total compensation reflects the individual performance of executives and the Company’s absolute and relative performance;
|
•
|
Promote a focus on equity value by tying executive compensation to the long-term enhancement of shareholder value;
|
•
|
Permit the HR and Compensation Committee to exercise independent judgment and approval authority with respect to establishing executive compensation programs, performance measures, and awards; and
|
•
|
Consider the potential stock dilution, cash flow, tax and reported earnings implications of executive compensation, consistent with the other objectives of the program.
|
Fiscal 2020 Peer Group
|
||||||
1-800-FLOWERS.COM, Inc.
|
| |
Etsy, Inc.
|
| |
Shopify Inc.
|
Big 5 Sporting Goods Corporation
|
| |
Lands’ End, Inc.
|
| |
Sleep Number Corporation
|
Build-A-Bear Workshop, Inc.
|
| |
Liquidity Services, Inc.
|
| |
Trans World Entertainment Corporation
|
The Cato Corporation
|
| |
Nutrisystem, Inc.
|
| |
Tuesday Morning Corporation
|
Christopher & Banks Corporation
|
| |
RTW Retailwinds
|
| |
|
Elements
|
| |
Form
|
| |
Purpose
|
| |
Performance Measures
|
| |
Performance Outcomes
|
Base Compensation
|
| |
Base salary paid in the form of cash compensation
|
| |
Provide a fixed element of pay based on individual’s primary duties and responsibilities
|
| |
Company and individual performance, experience level and contribution on primary duties and responsibilities
|
| |
NEOs did not receive annual merit base pay increases for fiscal 2020
|
|
| |
|
| |
|
| |
|
| |
|
Annual Incentive Plan
|
| |
Performance based cash compensation
|
| |
Designed to reward achievement of specified annual corporate goals
|
| |
Results measured against Adjusted EBITDA, and individual performance
|
| |
NEOs received payouts based on actual results, as described under the caption “Annual Incentive Plan” below
|
|
| |
|
| |
|
| |
|
| |
|
Long-Term Incentive Plan
|
| |
Stock Options, Restricted Stock Units and Performance Share Units
|
| |
Designed to encourage and reward shareholder value creation and to attract and retain talent
|
| |
Individual’s level of responsibility and the Company’s performance
|
| |
NEOs received long-term incentive awards as described under the caption “Long-Term Incentive Plan” below
|
Name
|
| |
Target Annual Cash Incentive Payment
(as Percent of Base Salary)
|
Timothy A. Peterman
|
| |
100%
|
Jean Sabatier
|
| |
60%
|
James Spolar
|
| |
40%
|
|
| |
2020
|
| |
2019
|
Adjusted EBITDA(a)
|
| |
$23,913
|
| |
$(18,391)
|
Bonus adjustment
|
| |
2,600
|
| |
—
|
Pre-Bonus Adjusted EBITDA
|
| |
$26,513
|
| |
$(18,391)
|
(a)
|
EBITDA as defined for this statistical presentation represents net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. We define Adjusted EBITDA as EBITDA excluding non-operating gains (losses); transaction, settlement and integration costs, net; restructuring costs; non-cash impairment charges and write downs; executive and management transition costs; and non-cash share-based compensation expense.
|
Name
|
| |
Long Term
Incentive
(% of Salary)
|
| |
RSUs
|
| |
PSUs
|
Timothy A. Peterman
|
| |
150
|
| |
50%
|
| |
50%
|
Jean Sabatier
|
| |
85
|
| |
100%
|
| |
—
|
•
|
holding any Company securities in a margin account or pledging Company securities as collateral for a loan;
|
•
|
engaging in puts or calls or other derivative transactions relating to the Company’s securities;
|
•
|
short-selling securities of the Company; and
|
•
|
purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of any equity securities of the Company.
|
Name and Principal Position
|
| |
Fiscal
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards(a)
($)
|
| |
Option
Awards(b)
($)
|
| |
Nonequity
Incentive Plan
Compensation(c)
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Timothy A. Peterman(d)
CEO and Interim CFO
|
| |
2020
|
| |
650,000
|
| |
—
|
| |
662,457(e)
|
| |
—
|
| |
1,300,000
|
| |
1,125(f)
|
| |
2,613,582
|
|
2019
|
| |
480,000
|
| |
—
|
| |
219,860
|
| |
—
|
| |
—
|
| |
305,394
|
| |
1,005,254
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jean Sabatier(d)
EVP and Chief Commerce Officer
|
| |
2020
|
| |
300,000
|
| |
—
|
| |
128,641(g)
|
| |
—
|
| |
180,000
|
| |
865(f)
|
| |
609,506
|
|
2019
|
| |
207,692
|
| |
—
|
| |
39,813
|
| |
26,787
|
| |
—
|
| |
5,538
|
| |
279,830
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
James Spolar(h)
Former SVP, General Counsel & Secretary
|
| |
2020
|
| |
17,308
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
300,173(i)
|
| |
317,481
|
|
2019
|
| |
144,231
|
| |
12,500(j)
|
| |
20,900
|
| |
13,926
|
| |
—
|
| |
4,183
|
| |
195,740
|
(a)
|
Each amount represents the grant date fair value of stock-based awards granted during the fiscal year computed in accordance with FASB ASC Topic 718.
|
(b)
|
Each amount represents the grant date fair value of stock option awards granted during the fiscal year computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of the option awards granted in the appliable fiscal year are set forth in Note 10, Shareholders’ Equity — Stock-Based Compensation, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2020. Amounts do not reflect compensation actually realized by the NEO.
|
(c)
|
Represents payments under the Company’s Annual Incentive Plan.
|
(d)
|
Recommenced employment with the Company in May 2019.
|
(e)
|
Represents RSUs awarded on April 16, 2020 and July 13, 2020 and PSUs awarded on April 16, 2020 as part of the Company’s long-term compensation program. The grant date fair value of the PSUs is based on the maximum potential number of units eligible to vest based on actual performance during the performance period. The PSUs will vest on January 28, 2023, so long as Mr. Peterman’s service has been continuous through the vest date. Amount shown for 2019 represents the grant date fair value of market-based PSUs granted in fiscal 2019 in conjunction with the appointment of Mr. Peterman as CEO of the Company. The grant date fair value of the PSUs is based on the grant date closing price of the Company’s stock.
|
(f)
|
Represents Company’s matching contributions to 401(k) plan.
|
(g)
|
Represents RSUs awarded on April 16, 2020 as part of the Company’s long-term compensation incentive program.
|
(h)
|
Mr. Spolar’s employment with the Company commenced in August 2019 and terminated on February 14, 2020.
|
(i)
|
Represents severance payment of $300,000 paid in fiscal 2020 pursuant to the Executives’ Severance Benefit Plan in connection with Mr. Spolar’s termination of employment and Company’s matching contributions to 401(k) plan totaling $173.
|
(j)
|
Represents sign-on bonus paid in connection with Mr. Spolar joining the Company in 2019.
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
|
| |
|
| |
Number of Securities
Underlying Unexercised
Options
|
| |
|
| |
|
| |
Shares or Units of Stock That
Have Not Vested
|
| |
Equity Incentive Plan
Awards: Unearned Shares,
Units or Other Rights That
Have Not Vested
|
|||||||||
Name
|
| |
Grant
Date
|
| |
Exercisable
(#)
|
| |
Unexercisable
|
| |
Option
Exercise Price
($/Share)
|
| |
Option
Expiration
Date
|
| |
Number
|
| |
Market
Value(a)
($)
|
| |
Number
|
| |
Market or
Payout
Value(a)
($)
|
Timothy A. Peterman
|
| |
7/13/20
|
| |
|
| |
|
| |
|
| |
|
| |
73,728(b)
|
| |
424,673
|
| |
|
| |
|
|
| |
4/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
71,790(b)
|
| |
413,510
|
| |
|
| |
|
|
| |
4/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
181,902(c)
|
| |
1,047,756
|
|
| |
5/2/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
45,334(d)
|
| |
261,112
|
Jean Sabatier
|
| |
4/16/20
|
| |
|
| |
|
| |
|
| |
|
| |
76,119(b)
|
| |
438,445
|
| |
|
| |
|
|
| |
5/30/19
|
| |
2,917
|
| |
5,833(e)
|
| |
4.60
|
| |
5/30/29
|
| |
|
| |
|
| |
|
| |
|
|
| |
5/30/19
|
| |
|
| |
|
| |
|
| |
|
| |
5,833(e)
|
| |
35,598
|
| |
|
| |
|
(a)
|
Market value of unvested or unearned shares is based on the $5.76 closing price of our common stock on January 30, 2021, the last trading day prior to the completion of our 2020 fiscal year.
|
(b)
|
Scheduled to vest in three equal annual installments beginning on the first anniversary of the date of grant.
|
(c)
|
Time-vested RSUs scheduled to vest on January 28, 2023. The number of shares earned represents amount determined pursuant to PSU award based on the Company’s achievement of pre-established goals for liquidity over the measurement period from February 2, 2020 to January 30, 2021.
|
(d)
|
Remainder of PSU award eligible to vest with respect to 90,951 shares (one-half) on the date the Company’s average closing stock price for 20 consecutive trading days equals or exceeds $20.00 per share and the executive has been continuously employed at least one year and the remaining 90,951 shares on the date the Company’s average closing stock price for 20 consecutive trading days equals or exceeds $40.00 per share and the executive has been continuously employed at least two years. Such vestings may occur any time on or before May 1, 2029 if the executive has been continuously employed through the vesting date.
|
(e)
|
Eligible to vest with respect to 2,917 shares on May 30, 2021 and 2,916 shares on May 30, 2022.
|
Executive Level
|
| |
Cash Severance Amount
|
Tier I Executive
(Chief Executive Officer, Executive Vice Presidents)
|
| |
An amount equal to 1 ¼ times the Executive’s highest base salary.
|
|
| |
|
Tier II Executive
(Senior Vice Presidents)
|
| |
1 times the Executive’s highest annual rate of base salary during the 12-month period immediately preceding the date that the Executive separates from the Company.
|
Executive Level
|
| |
Cash Severance Amount
|
|||
Tier I Executive
(Chief Executive Officer, Executive Vice Presidents)
|
| |
The sum of:
|
|||
|
•
|
| |
1 ½ times the Executive’s highest annual rate of base salary during the 12-month period immediately preceding the date that the Executive separates from service; and
|
||
|
•
|
| |
1 ½ times the target annual incentive bonus determined from such base salary.
|
||
|
| |
|
| ||
Tier II Executive
(Senior Vice Presidents)
|
| |
The sum of:
|
|||
|
•
|
| |
1 ¼ times the Executive’s highest annual rate of base salary during the 12-month period immediately preceding the date that the Executive separates from service, and
|
||
|
•
|
| |
1 ¼ times the target annual incentive bonus determined from such base salary.
|
Annual Compensation Element(a)
|
| |
Compensation Value
($)
|
Cash Retainer
|
| |
65,000
|
Chair Supplemental Cash Retainer
|
| |
130,000
|
Vice Chair Supplemental Cash Retainer (if applicable)
|
| |
105,000
|
Audit Committee Chair Cash Retainer
|
| |
20,000
|
HR and Compensation Committee Chair Cash Retainer
|
| |
15,000
|
Governance Committee Chair Cash Retainer
|
| |
12,000
|
Audit Committee Member Retainer
|
| |
10,000
|
Equity Award(b)
|
| |
32,500
|
(a)
|
Cash retainers are payable on a quarterly basis in arrears promptly following the end of each fiscal quarter, and subject to pro rata adjustment if the director did not serve the entire quarter.
|
(b)
|
RSU scheduled to vest on or about the date of the next annual meeting. The target value was temporarily reduced to $32,500 for fiscal 2020 to conserve shares then available for awards under the 2011 Plan. The Board has restored the target equity compensation value to $65,000 starting with fiscal 2021.
|
Non-Employee Board Member
|
| |
Fees Earned or Paid in Cash
($)
|
| |
Stock Awards(a)(b)
($)
|
| |
Total
($)
|
Michael Friedman
|
| |
65,000
|
| |
—
|
| |
65,000
|
Landel C. Hobbs
|
| |
130,000
|
| |
32,499
|
| |
162,499
|
Benoît Jamar(c)
|
| |
38,723
|
| |
32,499
|
| |
71,222
|
Jill Krueger
|
| |
85,000
|
| |
32,499
|
| |
117,499
|
Eyal Lalo
|
| |
105,000
|
| |
—
|
| |
105,000
|
Lisa A. Letizio
|
| |
80,000
|
| |
32,499
|
| |
112,499
|
Darryl C. Porter
|
| |
35,462
|
| |
29,910
|
| |
65,372
|
Aaron P. Reitkopf
|
| |
65,000
|
| |
32,499
|
| |
97,499
|
(a)
|
Amounts reported represent grant date fair value of 10,252 RSUs granted to each of the directors. The valuation of these awards, in accordance with FASB Topic 718, is based on the closing price of our common stock on July 13, 2020, the date of grant. These RSUs are scheduled to vest in full on the day before our 2021 Annual Meeting. For Mr. Porter, the amount reported represents the grant date fair value of 3,582 RSUs granted upon his appointment as director on August 20, 2020, which are scheduled to vest in full in full on the day before our 2021 Annual Meeting. Consistent with contractual arrangements limiting their respective ownership of our securities, Mr. Friedman and Mr. Lalo will receive $32,500 of cash in lieu of the common shares on the day before our 2021 Annual Meeting.
|
(b)
|
As of January 30, 2021, our then serving non-employee directors held unvested RSUs and options as follows:
|
Name
|
| |
RSUs
(#)
|
| |
Stock Options
(#)
|
Michael Friedman
|
| |
—
|
| |
—
|
Landel C. Hobbs
|
| |
10,252
|
| |
3,000
|
Jill Krueger
|
| |
10,252
|
| |
—
|
Eyal Lalo
|
| |
—
|
| |
—
|
Lisa A. Letizio
|
| |
10,252
|
| |
—
|
Darryl C. Porter
|
| |
3,582
|
| |
—
|
Aaron P. Reitkopf
|
| |
10,252
|
| |
—
|
(c)
|
Resigned from the Board effective August 6, 2020.
|
Plan Category
|
| |
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
| |
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights(1)
|
| |
Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(excluding securities reflected
in 1st column)
|
Equity Compensation Plans Approved by Security Holders
|
| |
710,541(2)
|
| |
$16.74
|
| |
3,038,160(3)
|
|
| |
|
| |
|
| |
|
Equity Compensation Plans Not Approved by Security Holders
|
| |
311,999(4)
|
| |
n/a
|
| |
—
|
Total
|
| |
1,022,540
|
| |
$16.74
|
| |
3,038,160
|
(1)
|
RSUs and PSUs are excluded when determining the weighted-average exercise price of options.
|
(2)
|
Includes outstanding options, RSUs and PSUs.
|
(3)
|
Includes securities available for future issuance under shareholder approved compensation plans other than upon the exercise of outstanding options, warrants or rights, as follows: 3,038,160 shares under the 2020 Equity Incentive Plan, of which 164,478 shares became available through subsequent 2011 Omnibus Incentive Plan forfeitures, cancellations, or cash settlements for tax liabilities.
|
(4)
|
Includes 266,667 RSUs granted in connection with a commercial agreement with ABG-Shaq-LLC and 45,332 PSUs granted to Timothy A. Peterman as an inducement grant in connection with his appointment as Chief Executive Officer.
|
•
|
a vendor exclusivity agreement between the Company and Vendor, whereby
|
○
|
during the period beginning with the Effective Date and ending on the fifth anniversary of the Effective Date (or on the earlier termination of the Vendor Exclusivity Agreement) (the “Non -Competition Period”), Vendor and its affiliates and any spokesperson for the Products will not provide any rights to certain parties engaged in television shopping to use the trademarks associated with the Products or market, promote or sell the Products or any similar or competitive goods or services;
|
○
|
during the Non-Competition Period, Vendor grants the Company the right to market, promote and sell, through live or taped direct response video retail programming in the U.S. and Canada, the Products and any similar or competitive goods or services; and
|
○
|
the vendor exclusivity agreement is terminable by either party one year following a change in control of the Company.
|
•
|
a vendor agreement between the Company and Vendor, whereby Vendor grants the Company a license to the trademarks related to the Products and agrees to take other actions to assist us in marketing the Products, for a five-year term;
|
•
|
a letter agreement between the Company and IWCA (the “IWCA Letter Agreement”), whereby IWCA agrees to take, or refrain from taking as applicable, actions in support of the arrangements between the Company and Vendor;
|
•
|
a merchandise letter agreement between the Company and Vendor, whereby Vendor commits to purchase Products from IWCA in an amount no less than $25 million for offer to the Company for the fall season of 2019; and
|
•
|
a clawback agreement from each purchaser, whereby each purchaser agrees that in the event of an uncured breach of any of the IWCA Letter Agreement or Vendor Exclusivity Agreement, the warrants will be immediately cancelled and, for the shares purchased by Invicta Media, Michael and Leah Friedman and Timothy Peterman, we will have the right to repurchase the shares of common stock issued pursuant to the purchase agreement at a price of $3.73 per share or, if such shares have already been sold, we will be entitled to a cash payment equal to $3.77 per share.
|
•
|
any employment by the Company of an executive officer of the Company if (a) the related compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K or (b) the executive officer is not an immediate family member of another executive officer, director or 5% or greater shareholder of the Company, the related compensation would be reported in the Company’s proxy statement under Item 402 of Regulation S-K if the executive officer was a “named executive officer,” and the Company’s Compensation Committee approved (or recommended that the Board approve) the compensation;
|
•
|
any compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K;
|
•
|
any transaction in which the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis (e.g., dividends);
|
•
|
any transaction with another company at which a related person’s only relationship is as an employee (other than executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount does not exceed the greater of $1,000,000 or 2% of that company’s total annual revenues; and
|
•
|
any transaction with a related person involving services as a bank depositary of funds, transfer agent, registration, trustee under a trust indenture, or similar services.
|
|
| |
THE AUDIT COMMITTEE
|
|
| |
|
|
| |
JILL KRUEGER (CHAIR)
|
|
| |
LANDEL C. HOBBS
|
|
| |
DARRYL C. PORTER
|
Description of Fees
|
| |
Fiscal 2020
|
| |
Fiscal 2019
|
Audit Fees
|
| |
$460,000
|
| |
$457,000
|
Audit-Related Fees
|
| |
268,800
|
| |
224,600
|
Total Audit and Audit-Related Fees
|
| |
728,800
|
| |
681,600
|
Tax Compliance Fees
|
| |
102,800
|
| |
98,600
|
Tax Consultation and Advice Fees
|
| |
21,600
|
| |
41,300
|
Total Tax Fees
|
| |
124,400
|
| |
139,900
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$853,200
|
| |
$821,500
|
Q:
|
What is the purpose of the Annual Meeting?
|
A:
|
The Annual Meeting is being held for the purpose of considering and taking action with respect to the following:
|
1.
|
To elect eight persons to serve as directors on the Board until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified;
|
2.
|
To approve, on an advisory basis, the fiscal 2020 compensation of the Company’s named executive officers as disclosed in the proxy statement; and
|
3.
|
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.
|
Q:
|
Who is entitled to vote at the Annual Meeting?
|
A:
|
Only Company shareholders of record as of the close of business on April 27, 2021 will be entitled to notice of, and to vote at, the Annual Meeting. Our common stock is our only authorized and issued voting security. Every share is entitled to one vote on each matter that comes before the Annual Meeting. At the close of business on the record date, we had 16,384,402 shares of our common stock outstanding and entitled to vote.
|
Q:
|
Who is entitled to attend the Annual Meeting?
|
A:
|
All Company shareholders of record as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Registration will begin at 8:30 a.m. CT. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.
|
Q:
|
What constitutes a quorum for the Annual Meeting?
|
A:
|
The presence at the Annual Meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock as of the record date entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting. Shares represented by proxies marked “Abstain” or “Withheld” and “broker non-votes” are counted in determining whether a quorum is present for the transaction of business at the Annual Meeting. A “broker non-vote” is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on a particular proposal.
|
Q:
|
What are my choices when voting on each proposal?
|
A:
|
For Proposal No. 1, you may either vote FOR or WITHHOLD authority to vote for each nominee for the Board. You may vote FOR, AGAINST, or ABSTAIN on the other proposals included in this proxy statement.
|
Q:
|
What vote is required to approve each proposal?
|
A:
|
With respect to Proposal No. 1, directors are elected by a plurality of the shares of common stock present in person or by proxy at the Annual Meeting and entitled to vote on the proposal, which means that the eight nominees receiving the most votes will be elected. Shareholders do not have the right to cumulate their votes in the election of directors or with respect to any other proposal or matter.
|
Q:
|
How will votes to withhold authority, abstentions and “broker non-votes” be treated at the Annual Meeting?
|
A:
|
Shares of our common stock represented at the Annual Meeting for which proxies have been received but with respect to which shareholders have withheld authority or abstained will be treated as present at the Annual Meeting for purposes of determining whether a quorum exists.
|
Q:
|
What is the Board’s recommendation with regard to each proposal?
|
A:
|
The Board makes the following recommendation with regard to each proposal:
|
•
|
The Board recommends a vote FOR all eight of the director nominees.
|
•
|
The Board recommends a vote FOR approval, on an advisory basis, of the fiscal 2020 compensation of the Company’s named executive officers as disclosed in this proxy statement.
|
•
|
The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending January 29, 2022.
|
Q:
|
What if I do not specify a vote for a proposal when returning a proxy?
|
A:
|
Shareholders should specify their vote on each proposal. If no specific instructions are given, proxies that are signed and returned will be voted:
|
•
|
FOR the election of all eight of the director nominees;
|
•
|
FOR the advisory approval of the fiscal 2020 compensation of the Company’s named executive officers;
|
•
|
FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm as the Company’s independent registered public accounting firm for the year ending January 29, 2022.
|
Q:
|
How can I vote at the Annual Meeting?
|
A:
|
You may vote shares by proxy or at the Annual Meeting using one of the following methods:
|
•
|
Voting by Internet. You can vote over the Internet using the procedures and instructions described on the Notice Regarding Availability of Proxy Materials or proxy card. If you received a proxy card and vote over the Internet, you need not return your proxy card.
|
•
|
Voting by Telephone. You can vote by telephone using the directions on your proxy card by calling the toll-free number printed on the card. If you received a proxy card and vote by telephone, you need not return your proxy card.
|
•
|
Voting by Proxy Card. You can vote by completing and returning your signed proxy card. To vote using your proxy card, please mark, date and sign the card and return it by mail in the accompanying postage-paid envelope. You should mail your signed proxy card sufficiently in advance for it to be received by June 16, 2021.
|
•
|
Voting in Person. You can vote in person at the Annual Meeting if you are the record owner of the shares to be voted. If you hold your shares in “street name” (that is, through a broker or other nominee) and you wish to vote your shares at the Annual Meeting instead of by proxy, you will need to bring a legal proxy issued to you by your broker or other nominee entitling you to vote in person.
|
Q:
|
What do I need to do if I plan to attend the Annual Meeting in person?
|
A:
|
If you plan to attend the Annual Meeting in person, you must provide proof of your ownership of Company shares (such as a brokerage account statement or the voting instruction form provided by your broker) and a form of government-issued personal identification (such as a driver’s license or passport) for admission to the meeting. If you wish to vote at the Annual Meeting you will have to provide evidence that you owned Company shares as of April 27, 2021, the record date for the Annual Meeting. If you own your shares in the name of a bank or broker, and you wish to be able to vote at the Annual Meeting, you must obtain a proxy, executed in your favor, from the bank or broker, indicating that you owned Company shares as of the record date.
|
Q:
|
Can I vote my shares without attending the Annual Meeting?
|
A:
|
Yes. Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote without attending the Annual Meeting. If you are a shareholder of record, you may vote without attending the Annual Meeting only by submitting a proxy by telephone, by Internet or by signing and returning a proxy card. If you hold your shares in street name you may vote by submitting voting instructions to your broker or other nominee, following the directions provided by such broker or other nominee.
|
Q:
|
How do I access the proxy materials?
|
A:
|
Under rules of the Securities and Exchange Commission, we are furnishing proxy materials to our shareholders on the Internet, rather than mailing printed copies to these shareholders. We are mailing copies of our proxy materials to shareholders who request printed copies. If you received a Notice Regarding Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one as instructed in that notice. Instead, the Notice Regarding Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice Regarding Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice Regarding Availability of Proxy Materials.
|
Q:
|
Can I change my vote after I return my proxy?
|
A:
|
Yes. You may revoke any proxy and change your vote at any time before the vote at the Annual Meeting. You may do this by:
|
•
|
signing and delivering to our Corporate Secretary a new proxy or a notice stating that your proxy is being revoked prior to the Annual Meeting;
|
•
|
calling the toll-free number on your proxy card and following the instructions to vote again, or by accessing the web site printed on your Notice Regarding Availability of Proxy Materials or proxy card and following the instructions to vote again; or
|
•
|
attending the Annual Meeting and voting at the Annual Meeting.
|
Q:
|
May the Annual Meeting be adjourned?
|
A:
|
If a quorum is not present to transact business at the meeting or if we do not receive sufficient votes in favor of the proposals by the date of the meeting, the persons named as proxies may propose one or more adjournments of the meeting. Any adjournment would require the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting.
|
Q:
|
Who solicits proxies and who pays the expenses incurred in connection with the solicitation of proxies?
|
A:
|
We pay for preparing, printing and mailing this Proxy Statement and the Notice of Internet Availability of Proxy Materials. We have engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected to exceed $15,000 in total. In addition, certain directors, officers and regular employees may solicit proxies by telephone, the Internet, email or personal interview, and may request brokerage firms and custodians, nominees and other record holders to forward soliciting materials to the beneficial owners of our shares. We will reimburse them for their reasonable out-of-pocket expenses in forwarding these materials.
|
Q:
|
How may I obtain additional copies of the annual report and/or proxy statement?
|
A:
|
Our annual report on Form 10-K for our fiscal year ended January 30, 2021 including audited financial statements and the proxy statement for our 2021 Annual Meeting are available online at https://investors.imediabrands.com/financials/annual-reports-and-proxies/default.aspx. Please follow the instructions on the Notice Regarding the Availability of Proxy Materials to request a paper copy of the materials. For additional printed copies, which are available without charge, please contact our corporate secretary by mail at iMedia Brands, Inc., 6740 Shady Oak Road, Eden Prairie, Minnesota 55344-3433, Attention: Corporate Secretary.
|
Q:
|
What is the deadline for submitting a shareholder proposal, including director nominations, for inclusion in the proxy statement for our annual meeting to be held in 2022?
|
A:
|
We must receive shareholder proposals intended to be presented at our annual meeting of shareholders to be held in 2022 that are requested to be included in the proxy statement for that meeting at our principal executive office no later than January 4, 2022. The inclusion of any shareholder proposals in those proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, including Rule 14a-8. Written copies of all shareholder proposals should be sent to iMedia Brands, Inc., 6740 Shady Oak Road, Eden Prairie, Minnesota 55344-3433, Attention: Corporate Secretary. Under our By-Laws, we must receive notice of any other shareholder proposal intended to be presented at our 2021 annual meeting of shareholders on or before April 17, 2022 but not earlier than March 18, 2022.
|
Q:
|
What happens if other matters come up at the Annual Meeting?
|
A:
|
The matters described in this proxy statement are the only matters we know of that will be voted on at the Annual Meeting. If other matters are properly presented at the Annual Meeting, the appointed proxies will vote your shares in accordance with their discretion.
|
Name and Address of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned
|
| |
Percent of Class
|
Non-Employee Directors and Director Nominees:
|
| |
|
| |
|
Michael Friedman(a)
|
| |
1,438,037
|
| |
8.58%
|
Landel C. Hobbs(b)
|
| |
60,032
|
| |
*
|
Jill Krueger(c)
|
| |
15,182
|
| |
*
|
Eyal Lalo(d)
|
| |
2,019,847
|
| |
11.93%
|
Lisa A. Letizio(c)
|
| |
41,533
|
| |
*
|
Darryl C. Porter(e)
|
| |
3,682
|
| |
*
|
Aaron P. Reitkopf(c)
|
| |
18,810
|
| |
*
|
|
| |
|
| |
|
Named Executive Officers:
|
| |
|
| |
|
Timothy A. Peterman(f)
|
| |
86,753
|
| |
*
|
Jean Sabatier(g)
|
| |
54,506
|
| |
*
|
James Spolar
|
| |
—
|
| |
—
|
|
| |
|
| |
|
All directors and current executive officers as a group (9 persons)(h)
|
| |
3,738,382
|
| |
21.43%
|
|
| |
|
| |
|
5% or Greater Shareholders:
|
| |
|
| |
|
Invicta Media Investments, LLC(i)
3069 Taft Street
Hollywood, Florida 33021
|
| |
3,457,884
|
| |
19.89%
|
*
|
Represents less than 1% ownership.
|
(a)
|
Includes warrants to purchase 451,414 shares of common stock.
|
(b)
|
Includes 10,252 RSUs and options to purchase 3,000 shares.
|
(c)
|
Includes 10,252 RSUs.
|
(d)
|
Includes 1,390,394 shares held by Invicta Media, a subsidiary of IWCA, which is owned by Mr. Lalo. Also includes warrants to purchase 619,852 shares of common stock.
|
(e)
|
Includes 3,582 RSUs.
|
(f)
|
Includes warrants to purchase 7,291 shares of common stock.
|
(g)
|
Includes 2,917 RSUs and options to purchase 5,834 shares.
|
(h)
|
Includes 47,507 RSUs, options to purchase 8,834 shares and warrants to purchase 1,078,557 shares.
|
(i)
|
Includes warrants to purchase 1,071,266 shares of common stock. The warrants are subject to blocker provisions whereby no purchaser of warrants may exercise a warrant if the holder would own over 19.999% of our outstanding common stock. Additional information can be found in the joint Schedule 13D/A filed on September 17, 2020 by Invicta Media, IWCA, Eyal Lalo, Michael Friedman and Leah Friedman.
|