Possible Stalemate in ValueVision Proxy Fight

Clinton Group Claims Victory, But Sources Say Only 4 Board Seats Change
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ShopHQ parent ValueVision Media may have reached a stalemate with activist shareholder Clinton Group, losing four of eight board seats at its annual shareholders’ meeting Wednesday and casting a further cloud on the future of the company.

Clinton Group has pressed for big changes at the ShopHQ parent – it had proposed six new members to ValueVision’s eight-member board, including Freemantle Media North America CEO Thomas Beers, ousting current CEO Keith Stewart and proposing the Eden Prairie, Minn.-based company revamp its product mix and open an office in New York City.

In a statement Wednesday Clinton Group said “once the election results are certified, six of the eight directors of ValueVision will have joined the Board in 2014.”  That would presumably mean that Clinton Group’s full slate of six directors made the cut. But one person familiar with the vote said that two of ValueVision’s current directors – former COO of online advertising company MIVA Inc., Lowell Robinson and former Time Warner Cable COO Landel Hobbs, were appointed in 2014.

“It sounds like Clinton’s six nominees were elected, but that is not the case,” said one member of the investment community familiar with both companies.

The final results will not be certified until sometime next week, the person said.

Clinton Group president Gregory Taxin could not be reached for comment, but in a statement he said that the election result “are a clear message from shareholders that ValueVision needs to chart a different course, under new leadership. We are confident that there will be a solid, cohesive majority on the board to implement the changes to strategy and management shareholders have demanded.”

But with just four board seats, just how much change the activist investor can muster is still up in the air. In a statement, Value Vision said it expects to announce the election results in “the next few business days.”

“ValueVision has a proven track record of returning the company to growth and success, the right strategy to continue driving shareholder value, and a team of over 1,000 employees and hosts who are passionate about the company and the 1.4 million customers they serve,” ValueVision continued. The ValueVision board remains closely aligned with the interests of shareholders and remains focused on delivering continued success and value creation.”

ValueVison shares were up 7% (33 cents) to $5.01 per share on June 18.

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