- Current report filing (8-K)
September 27 2010 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 21, 2010
ValueVision Media, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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0-20243
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41-1673770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6740 Shady Oak Road, Eden Prairie,
Minnesota
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55344-3433
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(Address of principal executive
offices)
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(Zip Code)
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Registrants telephone number, including area code: 952-943-6000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On September 21, 2010, the Board of Directors of ValueVision Media, Inc., (the Company), approved
a form of indemnification agreement (the Indemnification Agreement) for each of its directors and
officers. Pursuant to this authorization, the Company is entering into a separate
Indemnification Agreement with each of its directors and officers. The
Company may from time to time enter into additional indemnification agreements with future
directors and officers of the Company.
Under each Indemnification Agreement, the Company has agreed to indemnify each director and
officer who is involved in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitration or investigative, in connection
with his or her service to the Company, against all losses, claims, damages, expenses (including
attorneys fees), and liabilities reasonably incurred by such person in connection with the
proceeding. The Company believes that the Indemnification Agreements are necessary to provide
directors and officers increased certainty of such protection in the
future and to attract and retain qualified persons to serve in such positions. The
description of the Indemnification Agreements set forth in this Item 1.01 does not purport to be
complete and is qualified in its entirety by reference to the full text of the form of
Indemnification Agreement filed as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 21, 2010, the Board of Directors of the Company adopted amendments to the Companys
Amended and Restated By-Laws (as amended, the By-Laws). The amendments to the By-Laws were
effective immediately upon adoption. The amendments add advance notice provisions to the By-Laws
and make certain other changes as described below. These amendments are intended to modernize
certain corporate governance provisions to make them consistent with those of many public companies, to help
ensure orderly business at shareholder meetings and to improve the information required to be provided to
all shareholders and to the Board of Directors about proposals and director nominees
and about the relevant holdings and interests of the shareholders who make the proposals and nominations. The
following summary does not purport to be complete and is qualified in its entirety by reference to
the full text of the By-Laws, filed as Exhibit 3.1 hereto and incorporated herein by reference.
Shareholder Business Proposals (Other Than Director Nominations) at Annual Meetings
The amendments added Article 3.2 of the By-Laws, which sets forth procedures for shareholders to
submit business proposals before an annual meeting of shareholders. Article 3.2(a) of the By-Laws
provides that the exclusive means for a shareholder to submit a business proposal before an annual
meeting is in accordance with the provisions of Article 3.2. Article 3.2(b) requires that a
shareholder submit to the Company advance written notice of such a business proposal not less than
90 days nor more than 120 days before the first anniversary of the preceding years annual meeting,
provided that where the scheduled date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, the shareholders notice must instead be received by the
Company not later than the 90th day prior to such meeting or, if later, the tenth day following the
day on which public disclosure of the date of the meeting is first made.
Article 3.2(c) provides for a shareholder making a business proposal to (i) provide a reasonably
brief description of the proposal, the reasons therefor and any material interest in such business
of each proposing person (as defined in Article 3.2) and (ii) provide certain information with
respect to any
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proposing person, including information regarding holdings of Company stock, derivative instruments
or short interests in Company stock, relevant agreements or arrangements in connection with the
proposal, information that would be required to be included in certain filings required to be made
with the Securities and Exchange Commission in connection with solicitation of proxies or consents,
and the other information described in Article 3.2(c). Article 3.2(d) sets forth requirements for
such shareholders to update and supplement the notice so that the information is true and correct
as of the applicable dates.
Article 3.2(f) provides that the advance notice provisions of the By-Laws will have no effect on
the ability of a shareholder to request inclusion of a business proposal in the Companys annual
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
Exchange Act).
Procedures for Special Meetings of Shareholders
The amendments added Article 3.3 of the By-Laws, which amends the procedures previously set forth
for special meetings and additionally sets forth procedures for shareholders to submit business
proposals before a special meeting. Article 3.3 has been amended to clarify that the officers
authorized to call a special meeting include the Chief Executive Officer, or, in the absence of the
Chief Executive Officer, by a vice president or the Chief Financial Officer. The Board of Directors
or any two members thereof continue to have the ability to call a special meeting. As before the
amendments, except as otherwise provided in the articles of incorporation, in most cases special
meetings may also be called by one or more shareholders holding ten percent or more of the issued
and outstanding voting shares of the Company by delivering to the Chief Executive Officer or Chief
Financial Officer a written demand for a special meeting, which demand shall state the purposes of
such meeting. However, Article 3.3(a) has been amended to provide that a special meeting for the
purpose of considering any action to directly or indirectly facilitate or effect a business
combination, including any action to change or otherwise affect the composition of the board of
directors for that purpose, must be called by twenty-five percent or more of the issued and
outstanding voting shares of the Company. In addition, Article 3.3(c) provides certain additional
requirements for written demands by shareholders.
Article 3.3(b) provides requirements for shareholders that desire to submit a business proposal
before a special meeting. Such shareholders much satisfy the requirements of Article 3.3(b),
including providing notice within the time periods specified in that Article. The notice must
include information similar to that described above with respect to annual meetings.
Amendments Relating to Director Nominations at Annual and Special Meetings
Article 4.3(a) provides that the exclusive means for a shareholder to submit proposals for the
nomination of directors before a meeting of shareholders is in accordance with the provisions of
Article 4.3, except as otherwise provided in the articles of incorporation. Article 4.3(b) requires
that a shareholder submit to the Company advance written notice of a director nomination proposed
to be brought before a meeting, in the case of an annual meeting, that is timely within the
requirements described above for a business proposal before an annual meeting. To be timely in the
case of a special meeting at which directors are to be elected pursuant to the Companys notice of
the meeting and subject to certain exceptions, notice must be submitted not more than 120 days
before the date of the meeting and not later than the 90th day prior to the meeting date or, if
later, ten days after the date on which public disclosure of the date of such special meeting is
made.
Article 4.3(c) requires that the nominating shareholder provide information about each nominating
person (as defined in Article 4.3(c)) equivalent to the information required to be supplied by
proposing persons with respect to submission of business proposals at annual meetings as described
above. In addition, such information and other specified information described in Article 4.3(c)
must be provided for each person whom a nominating person proposes to nominate for election as a
director.
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Shareholder Nominations or Proposals for 2011 Annual Meeting
As a result of the amendments to the By-Laws, in order for a shareholder to nominate a director or
submit other business at the Companys 2011 annual shareholders meeting (without such business
being included in the Companys 2011 proxy materials pursuant to Rule 14a-8), a shareholder must
comply with the new advance notice provisions described above, including without limitation
providing written notice of such nomination or other business to the Companys Secretary no earlier
than the close of business on January 14, 2011 and no later than the close of business on February
13, 2011. Shareholders wishing to include a shareholder proposal in the Companys 2011 proxy
materials are required to comply with Rule 14a-8. Shareholders wishing to include director nominees
in the Companys 2011 proxy materials are required to satisfy the requirements of Rule 14a-11 under
the Exchange Act, which will become effective in November 2010.
Other Amendments to By-Laws
The By-Laws were also amended to add, modify or clarify procedures with respect to: required
plurality vote for election of directors (Article 3.5); acceptable methods of delivery and waiver
of notice of shareholders meetings (Article 3.6); shareholders meetings by remote communications
(Article 3.12); length of terms of directors (Article 4.4); notice of directors meetings by
electronic communications (Article 4.7) and conducting directors meetings by remote communications
(Article 4.8).
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Amended and Restated By-Laws, as amended through September 21, 2010
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10.1
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Form of Indemnification Agreements with Directors and Officers of the
Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ValueVision Media, Inc.
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September 27, 2010
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By
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/s/ Nathan E. Fagre
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Name:
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Nathan E. Fagre
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Title
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SVP and General Counsel
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