Current Report Filing (8-k)
February 02 2023 - 4:07PM
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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): January 30, 2023
iMedia
Brands, Inc.
(Exact name of registrant as specified in its
charter)
| Minnesota |
|
001-37495 |
|
41-1673770 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
6740
Shady Oak Road,
Eden
Prairie, Minnesota
55344-3433
(Address of principal executive offices)
(952)
943-6000
(Registrant’s telephone number, including
area code)
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:
| ¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
| Common
Stock, $0.01 par value |
IMBI |
The Nasdaq Stock Market, LLC |
| 8.50%
Senior Notes due 2026 |
IMBIL |
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Decrease in the Size of the Board of Directors
On January 30, 2023, at a meeting of the board
of directors (the “Board”) of iMedia Brands, Inc. (“we,” “us,” “our,” or the “Company”),
the Board voted to reduce the number of members on the Board to eight.
Election of Alan Aldworth to the Board of Directors
On January 30, 2023, the Board elected Alan Aldworth
to the Board to fill an existing vacancy for a term expiring at our 2023 annual meeting of shareholders. Mr. Aldworth will also serve
as the chairman of our compensation committee.
Mr. Aldworth has served as a Managing Director
at Alexander West Capital, LLC since August 2021 and has over 30 years of experience in leadership positions with publicly held interactive
media and publishing companies. Mr. Aldworth has previously served as Chairman and CEO of ProQuest, a co-founder and President of Tribune
Education, and CFO of Tribune Company Publishing Division.
Mr. Aldworth will receive our standard compensation
for non-employee directors, with the cash compensation prorated to his appointment date, based on a $65,000 annual cash retainer for service
on our Board. In addition, as a non-employee director, Mr. Aldworth will be eligible to receive a restricted stock unit award under our
2020 Equity Incentive Plan equal to $65,000 divided by the closing price on the date of grant, prorated for the partial year, that vests
immediately prior to the next annual meeting of shareholders.
Resignation of Lisa Letizio from the Board of Directors
On January 30, 2023, Lisa Letizio voluntarily
resigned from her position as a director of the Company to pursue other opportunities, effective as of the same date. There were no disagreements
between Ms. Letizio and the Company that led to her resignation
| Item 7.01 |
Regulation FD Disclosure |
On January 31, 2023, we issued
a press release in connection with Mr. Aldworth's appointment to the Board. Attached hereto as Exhibit 99.1 and incorporated herein by
reference, is a copy of the press release. In accordance with General Instruction B.2 of Form 8-K, the information in this report
under this heading, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are being furnished with
this Current Report on Form 8-K:
SIGNATURE
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.
| Date: February 2, 2023 |
iMedia Brands, Inc. |
| |
|
|
| |
By: |
/s/ Timothy A. Peterman |
| |
|
Timothy A. Peterman |
| |
|
Chief Executive Officer |
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