0001144204-19-048119.txt : 20191011 0001144204-19-048119.hdr.sgml : 20191011 20191011160227 ACCESSION NUMBER: 0001144204-19-048119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191007 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20191011 DATE AS OF CHANGE: 20191011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iMedia Brands, Inc. CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37495 FILM NUMBER: 191148181 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3433 BUSINESS PHONE: 6129475200 MAIL ADDRESS: STREET 1: 6740 SHADY OAK RAOD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3433 FORMER COMPANY: FORMER CONFORMED NAME: EVINE Live Inc. DATE OF NAME CHANGE: 20141117 FORMER COMPANY: FORMER CONFORMED NAME: EVINE Live, Inc. DATE OF NAME CHANGE: 20141117 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION MEDIA INC DATE OF NAME CHANGE: 20020516 8-K 1 tv530876_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 7, 2019

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)

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	Nasdaq Capital Market

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))

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.

(e) On October 7, 2019, the Compensation Committee of the Board of Directors of iMedia Brands, Inc. (the “Company”) amended the terms of the Company’s annual incentive plan for its Chief Executive Officer, Tim Peterman, and Chief Financial Officer, Michael Porter. The annual incentive plan was initially approved in March 2019, Mr. Peterman was appointed CEO on May 2, 2019, and Mr. Porter was appointed CFO on May 27, 2019. In light of the Company’s financial performance prior to their appointments, and to appropriately incent the new management team, the Compensation Committee determined to amend the annual incentive plan to modify the adjusted EBITDA goals and to change the measurement period. Under the revised incentive plan, Messrs. Peterman and Porter are eligible for annual cash incentives up to 100% and 40% of their respective annual base salaries, and the amount of annual cash incentive received will be solely based upon the Company’s achievement of specified adjusted EBITDA goals.

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.

Date: October 11, 2019	iMedia Brands, Inc.

	By:	/s/ James Spolar
		James Spolar Senior Vice President, General Counsel and Secretary