HSN To Report Second-Quarter Earnings Aug. 7

July 18, 2014

HSN Inc. will release its second-quarter on Aug. 7 at 8 a.m. before the market opens, the home shopping network said Thursday.

CEO Mindy Grossman and Chief Operating Officer and Chief Financial Officer Judy Schmeling will hold a conference call at 9 a.m. to review the results.

Those interested in participating in the conference call should dial 877-307-0246 or 224-357-2394 at least five minutes prior to the call.

There will also be a simultaneous audio webcast available via the company’s website at http://www.hsni.com.

A replay of the conference call can be accessed until Aug. 21 by dialing 855-859-2056 or 404-537-3406, plus the pass code 72340808, and will also be hosted on the company’s website for a limited time.

HSN CEO Mindy Grossman Turned Down J.C. Penney Slot

July 15, 2014

HSN CEO Mindy Grossman had a chance to become the head of J.C. Penney Co., but couldn’t come to terms with the troubled brick-and-mortar retailer, The Wall Street Journal reported Monday.

http://online.wsj.com/articles/hsn-chief-turned-down-top-job-at-j-c-penney-1405263904?mod=asia_home

The headline on the story was “Penney CEO Search Drags On: Board Works Through Small Slate After HSN’s Mindy Grossman Turns Down Job.”

Mindy Grossman

Mindy Grossman

The Journal reported that Grossman had “advanced” talks to take the Penney job, but that those chats broke down “after both sides couldn’t agree on terms.”

As for Grossman, The Journal was very flattering to her. It said that Grossman, a former Nike executive, was “seen as a rising star.” In 2012, Grossman was approached by Avon Products about becoming its CEO, The Journal reported.

The financial paper also said that Grossman “is credited with crafting a more upscale image for the Home Shopping Network.” It’s HSN, dummies!

Hip-Hop Star Nicki Minaj Hops Onto HSN

July 11, 2014

Hip-hop star Nicki Minaj, on her best behavior and without the rainbow hair and booty-shaking, is on HSN right now, touting her new perfume.

Host Colleen Lopez is fawning all over her, but we guess that’s her job.

Here is the official press release on Ms. Minaj:

Nicki Minaj To Premiere Latest Fragrance During Live HSN Debut Tonight At 12:01 A.M. (EDT)

– International Superstar to Unveil MINAJESTY Nicki Minaj Exotic Edition and Give Fans Sneak Preview of New Onika Fragrance as part of HSN’s Month-long Birthday Celebration –

ST. PETERSBURG, Fla., July 10, 2014 /PRNewswire/ — Fashion and beauty vanguard, global entertainer and multi-platinum recording artist Nicki Minaj has partnered with leading entertainment and lifestyle retailer HSN to launch her latest fragrance, MINAJESTY Nicki Minaj Exotic Edition tonight! The superstar will unveil her new Eau de Parfum exclusively on HSN during her first-ever live appearance July 11 at 12:01 A.M. (EDT).

Also during the debut, Minaj will give an exclusive sneak-peek of Onika Nicki Minaj, the next endeavor in her fragrance collection, making this live appearance an absolute must-see event.

“I am so excited to debut my new fragrance on HSN for the first time. I adore my fans and want to share this experience in a unique way – live, on TV. I hope this fragrance inspires my Barbz to feel positive and fearless. Every girl loves the thrill of adventure. Exotic to me, represents that crazy feeling you get from taking a risk and getting out of your comfort zone.” – Nicki Minaj

THE INSPIRATION

Drawing upon her glamorous evolution, MINAJESTY Nicki Minaj Exotic Edition is the next doll to reign in Minaj’s fragrance empire, bringing new excitement to the MINAJESTY Nicki Minaj brand. MINAJESTY Nicki Minaj Exotic Edition inspires Minaj’s fans to bring out their outrageous side, and have fun with life – especially by taking risks, trying new things, and traveling outside their comfort zone.

An upbeat celebration for life and spontaneity, this brand inspires Minaj’s fans to feel exotic, flirtatious and glamorous. EXOTIC represents the outrageous experience of trying something new, FLIRTATIOUS represents a girl’s bright and breezy readiness to flirt when she knows she’s cute and stylish, and GLAMOROUS is the positive and fearless commitment to oneself.

THE FRAGRANCE

An exotic fruity floral musk that reigns with mouthwatering fruits and a luscious floralcy, glimmering in the sensuous warmth of sheer musk.

TOP

The fragrance opens with the bright, sparkling nectar of Bergamot, Orange Squeeze and Mango for a luscious, mouthwatering sensation.

HEART
The heart blossoms with Tiger Lilies, as Lavender Blossom and Dewy Petals wrap the senses in a floral oasis.

DRYDOWN
The sensuous drydown glows with the exotic warmth of Creamy Musk and Cedar Wood.

THE PACKAGING
Minaj’s transformation into a spontaneous, blonde bombshell takes center stage in the MINAJESTY Nicki Minaj Exotic Edition design. Donning a blonde, wavy wig and a playful, black bustier, the newest “doll” in Minaj’s fragrance portfolio is vibrant, magnetic and full-on glam.

HSN US EXCLUSIVE OFFER WITH BONUS GIFT*
Eau de Parfum Spray, 3.4 fl. oz $63.50

*With purchase of the MINAJESTY Nicki Minaj Exotic Edition Eau de Parfum Spray 3.4 fl. oz., fans will also receive TWO EXCLUSIVE items from Minaj’s never-before-seen, upcoming fragrance:

Onika Nicki Minaj Eau de Parfum Rollerball .34 fl. oz.
Onika Nicki Minaj Scented Wardrobe Freshener

Smashbox Cosmetics Skips From QVC To HSN

July 10, 2014

Well butter our buns and call us a biscuit: Smashbox Cosmetics has defected from QVC to HSN!

Well, let’s put it this way: Smashbox will now be selling its wares on HSN. Whether that was the cosmetics maker’s decision, or QVC didn’t renew its deal with it, is unknown. But HSN trumpeted the company’s debut on its airwaves Wednesday.

Smashbox will premiere today, Thursday, at 7 p.m., and again throughout the day on July 14 and 15.

“Smashbox Cosmetics is a leader within the makeup industry and I am thrilled to welcome them to our growing portfolio of top-tier beauty brands,” Anne Martin-Vachon, HSN’s chief merchandising officer, said in a canned statement.

“Our customers are extremely savvy when it comes to beauty and constantly searching for products that will help them achieve their perfect look. I am confident they will find it when Smashbox debuts on HSN in July.”

Smashbox will give HSN shoppers a two-day exclusive preview of its new Photo Finish Pore Minimizing Primer and Be Legendary Longwear Lip Lacquer on July 14 as part of HSN’s month-long 37th birthday celebration.

“HSN is an incredible platform in the beauty industry and our new partnership creates endless possibilities to grow our business,” said Smashbox founder Davis Factor. “We’ve admired HSN for many years and look forward to building a robust relationship while sharing the Smashbox story with customers nationwide.”

“Admired HSN”? Is that a dig at QVC?

HSN will offer an assortment of products at launch, featuring Smashbox favorites, exclusive configurations and exciting new additions to the line.

The full launch assortment will include:

Photo Finish Pore Minimizing Primer ($39)
Be Legendary Longwear Lip Lacquer ($24)
Liquid Halo Foundation with Travel Classic Primer ($42)
Full Exposure Mascara Duo ($24.50)
Always Sharp Eyeliner Duo ($30)
Always Sharp Lip Liner ($20)
Full Exposure Shadow Palette ($49)
Brow Tech To Go ($27)
Photo Finish 24-hr Eye Shadow Primer ($20)
Halo Hydrating Perfecting Powder ($59)
Telephoto Brush ($39)

Marketing Guru Bill Brand Promoted To HSN President

July 9, 2014

Our buddy Bill Brand, an HSN honcho, got a big promotion Tuesday. Hope Mindy is giving you a big raise, friend.

Brand, 48, was named president of the home shopping channel HSN, effective immediately. Brand will also keep his post as chief marketing officer of HSN Inc., the parent of the TV network and the Cornerstone unit.

Brand, who is also an executive officer of the company, will continue to report directly to HSNi CEO Mindy Grossman.

Mindy Grossman, you-know-who and Bill Brand

Mindy Grossman, you-know-who and Bill Brand

“Eight years ago, Bill was the first person I hired to join the HSN team and has been one of my key partners in transforming HSN into the full network of experiences that it is today,” Grossman said in a canned statement.

“As we continue to innovate, collaborate and leverage the power of technology to create a compelling experience for consumers, Bill’s leadership, talent and unbridled passion will help ensure HSN remains the leading experiential retailer.”

Brand, a veteran of Lifetime Television and VH1, created an integration strategy at HSN that “has resulted in unique partnerships with major film studios, the production of world-class events, the launch of global brands and innovative content across all our platforms,” the network said in a press release.

“Recent partnerships such as Univision, AOL, Disney and Toyota as well as new marketing and CRM capabilities have all contributed to HSN’s highest customer file growth, now exceeding 5 million active customers,” the statement said.

In his new role as president, Brand will look to forge new strategies for the growth of HSN as well as continue to position HSNi as a leader in the retail industry.

He will assume responsibility of merchandising, programming, planning and HSN2 in addition to his current responsibilities.

“HSN is uniquely positioned to transform the retail industry by creating new ways for consumers to experience and interact with their favorite brands through content and commerce across all platforms,” Brand said.

“I am extremely gratified to lead a world-class team at HSN and continue to work with Mindy Grossman and our exceptional partners to develop inspiring events for our loyal television, online, social and mobile customers.”

Brand joined HSN in 2006 as senior vice president of Programming. He has continually taken on increased areas of responsibility, adding marketing and new business development followed by TV operations, creative and digital. In 2013, Brand was promoted to chief marketing and business development officer of HSNi.

Prior to joining HSN, Brand spent more than 10 years holding senior executive positions in programming with Lifetime and VH1, contributing to rapid growth and development of both entertainment networks.

He spent the first decade of his career in news management at regional television stations nationwide and has received numerous awards for his work in journalism.

QVC Host David Venable Pens Second Cookbook

July 4, 2014

That sly puss David Venable, QVC’s kitchen king, has a new cookbook coming out.

David Venable’s second cookbook is called “Back Around the Table: An “In the Kitchen with David” Cookbook.

The new tome, which follows his 2012 best-seller, is scheduled to launch Sunday at noon during QVC’s most popular cooking show “In the Kitchen with David,” which the Southerner hosts twice weekly.

David Venable

David Venable

Venable’s fans will be able to order the cookbook during an exclusive three-month pre-sale. The book will be published on Oct. 7.

“I was overwhelmed by the positive support I received for my first cookbook,” Venable said in a canned statement. “Working with Random House once again provides me with the opportunity to bring my latest and greatest comfort food favorites to foodies across the country. My new recipes in ‘Back Around the Table’ aspire to bring families and friends together and keep them coming back to the table for more mouth-watering food and memorable times.”

Venable’s cookbook from Ballantine Books features more than 100 brand-new recipes, as well as 30 fan favorites.

The book is arranged like a collection of “mini” comfort-themed books including chapters, such as “Mix and Mingle,” “Quick and Easy” and “Gather and Share.”

America’s Pioneer Woman, Ree Drummond (who the hell is she?), a frequent guest on “In the Kitchen with David,” wrote the cookbook’s foreword.

QVC will feature a special edition of the cookbook, which will contain the bonus chapter “Comfort & Joy” with 10 additional holiday-themed recipes.

“David’s infectious love for food and passion for cooking for his family and friends has made ‘In the Kitchen with David’ one of the most popular and well-regarded programs in the country,” said Karen Fonner, QVC’s vice president of content marketing and programming.

“’Back Around the Table’ perfectly captures David’s enthusiasm and is sure to bring families together as they enjoy their favorite comfort foods.”

Venable joined QVC as a program host in 1993 and has since helped establish and build the multimedia retailer’s gourmet food business.

There are more than 350,000 copies in print of his 2012 cookbook, In the Kitchen with David: QVC’s Resident Foodie Presents Comfort Foods That Take You Home.

Over the years, Venable has welcomed some of the most prominent chefs and food celebrities to “In the Kitchen with David” such as Giada De Laurentiis; Lidia Bastianich; Emeril Lagasse; Rachael Ray; The Chew’s Michael Symon; Carla Hall and Daphne Oz; TLC’s Cake Boss Buddy Valastro and many more.

Minaj, NeNe And The Shaq: What Do They Have In Common?

July 2, 2014

HSN is going to party-hardy for its 37th birthday, bringing us such polarizing celebs as hip-hop artist Nicki Minaj, “The Real Housewives of Atlanta” reality star NeNe Leakes and Melissa Gorga of the Jersey “Housewives.” Shaquille O’Neal will even be in the house.

We don’t know whether to laugh or cry.

The month-long home shopping shindig will include a $50,000 jewelry giveaway, which sounds like a great idea to us. Hundreds of baubles, ranging from fine gold and gemstones to fashion statement pieces will be awarded weekly via the HSN Arcade at HSN.com, the network said in a press release Tuesday.

On July 11, “fashion and beauty vanguard, global entertainer and multi-platform recording artist Nicki Minaj will once again push beauty industry boundaries with the exclusive launch of her latest fragrance MINAJESTY Nicki Minaj Exotic Edition on HSN,” the network said.

A  new version of the Nicki Minaj fragrance is coming to HSNio

Here is something we will be sure to miss: a 24-hour Craft Event featuring Martha Stewart.

On July 28, “your favorite housewives will make HSN their new home for style,” according to HSN’s press release.

Leakes will introduce NENE LEAKES, her exclusive new fashion line for HSN. Gorga will also make her official debut on HSN with an exclusive line of fashion jewelry.

NBA great turned entrepreneur Shaquille O’Neal will cap off the month on July 31 with a special appearance on HSN to present new innovations from Monster.

Jewelry TV Holds Jewel School Designer Challenge

June 30, 2014

Jewelry Television invites jewelry designers is holding its annual Jewel School Designer Showcase Challenge, with more than $10,000 in cash and prizes are up for grabs for 60 winners.

Competitors can enter their one-of-a-kind creations until Aug. 17, according to the network.

“Jewelry-making complements us as a retailer of loose gemstones,” Trisha Condra, JTV’s vice president and general merchandising manager of gemstones, said in a canned statement. “Each year, the Designer Showcase brings the individuality of our customers to the forefront. We love providing a platform to celebrate their creativity.”

Contestants may enter into the following categories:

- Mixed-Up Media: Finished jewelry must feature Kumihimo, leather, concrete or polymer clay using any technique.

- Metal-Art Play: Finished jewelry must feature metal and wire using techniques of metal smithing, wire work, viking knit, art clay or chain maille. This includes the use of cold and hot connections, metal forming, weaving wire or firing plates.

- Blissful Beading: Finished jewelry must feature beads from the smallest seed bead to the largest focal bead or any size in between using techniques such as knotting, beading wire, bead weaving or looming.

A panel of judges will review the entries from Aug. 18 to 31 and select 20 finalists from each category.

On Sept. 1, the finalists will be announced and online voting will commence. A grand prize winner, fan favorite and three category winners will be announced live on air Sept. 22.

The grand prize winner and fan favorite will receive Jewel School products and cash totaling $3,500. All category winners and finalists will receive prizes with Jewel School products, gift cards and/or cash totaling $6,650.

For more information and to enter the Jewel School Designer Showcase Challenge, visit jtv.com/challenge.

About Jewelry Television®

Grammy Winner Jason Mraz To Perform Live On HSN July 1

June 28, 2014

We’re getting old: Things are blending together and we don’t know all the names of popular musical artists. A case in point is Grammy Award-winning Jason Mraz.

This guy, who we are sorry to say that we are not familiar with, will be performing live on HSN next Tuesday, July 1, at 9 p.m. He will be hawking his fifth album, “Yes!”

Mraz and his band Raining Jane will perform tracks from “Yes!”

JASON

He joins the growing list of performers who have done live concerts now on the home shopping network, such as Mary J. Blige, Tony Bennett, Josh Groban, Lionel Richie and Rod Stewart.

“Jason’s partnering with Raining Jane has resulted in an intimate journey of acoustic splendor,” Andy Sheldon, chief creative development officer for HSN Entertainment, said in a statement. “This night will be a special one for HSN viewers as we create a visual and audio experience that truly showcases the artistry and brilliance of Jason.”

The singer’s global hit was “I’m Yours.”

HSH’s exclusive “Yes!” CD bundle includes:

YES! Track List:
1. Rise
2. Love Someone
3. Hello, You Beautiful Thing
4. Long Drive
5. Everywhere
6. Best Friend
7. Quiet
8. Out of My Hands
9. It’s So Hard To Say Goodbye To Yesterday
10. 3 Things
11. You Can Rely On Me
12. Back To The Earth
13. A World With You
14. Shine

Bonus Tracks, available exclusively at HSN.com:
1. I’m Yours (Live)
2. I Won’t Give Up (Live)
3. You & I Both (Live)
4. 93 Million Miles (Live)

Hip-Hop Singer Nicki Minaj Coming To HSN With Fragrance

June 27, 2014

Look many female singers before her, hip-hop star Nicki Minaj is coming to HSN next month to hawk her new fragrance.

Minaj, who has apparently toned down her Technicolor hair, will be on the air July 11 with Minajesty: Exotic Edition.

Here’s the scoop from an HSN.com blog:

http://community.hsn.com/t5/HSN-Blogs/Nicki-Minaj-Shares-Inspiration-Behind-Her-New-Fragrance-Exotic/ba-p/612754?cm_mmc=social-_-facebook-_-blogs-_-nickiminajexoticinspiration

Fragrance is a woman’s best accessory because it makes you feel more confident. It’s sexy and it makes you feel unique.
Nicki Minaj

With the launch of her new fragrance, her new album, and more natural look, Nicki Minaj is revisiting her roots. We got the chance to learn a little bit more about Nicki, her background and success with a recent Q&A.

Q: You’ve been speaking about going back to your roots. What does that mean to you?

A: “As it relates to music, it just means to make sure I remain in a place where the music always comes from my heart and that nothing else but passion is driving what I do. The PinkPrint will be a very passionate album.”

Q: Can you tell us one person you admire or look to as a mentor, and why?

A: “I admire and feel mentored by Lil Wayne. I’ve always loved his work ethic & unique talent. He’s been my biggest teacher in rap music.”

Q: What does a “Day-in-the-Life of Nicki Minaj” look like?

A: “It looks like long hours in the studio, tons of calls and emails all day, lots of laughs with my best friends, approving photos, approving mixes to songs that will make the album, trying on clothes for upcoming events, and always less sleep than my body needs.”

Q: What one piece of advice would you give to a woman who is struggling with self-confidence?

A: “I’d tell her that she was beautiful whether she realizes it or not and that the moment she begins to believe in herself, the possibilities in life are endless.”

Minaj follows in the footsteps of singers such as Mary K. Blige and Jennifer Lopez, who have also hawked their scents on HSN.

Ex-ShopHQ CEO Keith Stewart Gets $2.5 Million Severance Package

June 26, 2014

Don’t shed any tears for Keith Stewart, who exited as CEO of ShopHQ last weekend after a long proxy fight. He’s leaving with a nice severance package.

The network filed a copy of his severance agreement with the Securities and Exchange Commission on Wednesday.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9670635&DSEQ=&SEQ=&SQDESC=

Here’s the bottom line: He will get severance pay of $1,427,108, which represents twice his annual base salary as well as severance bonus pay of $1,070,331, which represents twice his target annual incentive bonus of 75 percent of his annual base salary “for a period of 24 months.”

Keith Stewart

Keith Stewart

Under the “separation agreement,” ShopHQ will also pay Stewart all accrued and earned (but unpaid) base salary, vacation and other accrued amounts, as well as all outstanding expense reimbursements. The figure for all that is unspecified.

As for benefits, Stewart and his family will continue to receive group health, dental and life insurance.

According to the SEC filing, Stewart resigned as a member of the network’s board and as CEO last Sunday.

“Mr. Stewart did not resign due to any material disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices or otherwise<' the filing said.

Stewart left after dissident shareholders, The Clinton Group, waged a successful battle to get four of its nominees voted onto ShopHQ's board.

Under the separation Agreement, Stewart and ShopHQ agreed that his resignation would be treated as a result of an “event” and for reasons other than “cause.”

There are conditions for Stewart to get this golden parachute.

He must "deliver to the Company a customary release of claims in favor of the Company in an agreed form; (ii) Mr. Stewart must not revoke such release; (iii) the rescission periods provided by law for such release must have expired; and (iv) Mr. Stewart must be in substantial compliance with the material terms of the Separation Agreement and the Employment."

The agreement also includes "customary non-competition, non-disparagement and confidentiality and non-disclosure provisions." In other words, he can't badmouth ShopHQ.

New Sheriff In Town At ShopHQ, Boots Should Be Shaking

June 25, 2014

So ShopHQ’s dissident shareholders have succeeded in their quest, and dethroned CEO Keith Stewart. The new sheriff in town is Mark Bozek, a former HSN chief. Now what?

In their many regulatory filings and letters to shareholders, The Clinton Group made it clear it was unhappy with ShopHQ’s product mix. We don’t think you’ll be seeing hours and hours — and days — of Invicta watches in the near future.

Meet Mark Bozek

Meet Mark Bozek

The Clinton Group told other shareholders that it didn’t make sense to sell merchandize that consumers can readily purchase in a brick-and-mortar store.

Next, the president of ShopHQ under Stewart, Bob Ayd, should probably be sending his resume out, unless he has a prior relationship with Bozek that we don’t know about.

The dissidents also criticized the No. 3 home shopping network’s location in remote, and freezing, Minneapolis. The network will likely open up, at the very least, an office in Manhattan.

If we were a ShopHQ vendor, we’d be worried right now. We don’t have the sales figures to know how Chuck Clemency or Paul Deasy’s jewelry sells, but the new ShopHQ leadership will give it a close look, we’re sure.

The Clinton talked about creating proprietary brands, but we assume they will want to launch their own. We don’t know how loyal they will be to the old ones.

And as for the network’s hosts, we suspect Bozek will give them a close look to decide if they should stay or not.

Here’s the 411 on Bozek:

Mr. Bozek is the former CEO of Home Shopping Network (HSN). Mr. Bozek generated over $6 billion in sales and $1 billion in profits while managing 6,000 employees at HSN. Mr. Bozek transformed HSN’s merchandising through innovation and strategic leadership.

Mr. Bozek built multiple $100+ million proprietary brands while running the company, including Ingenious Designs. He also was responsible for the development and growth of HSN’s current top selling brands including Andrew Lessman, Diane Gilman, Wolfgang Puck and Serious Skin Care.

In 1998, Bozek launched HSN.com. He grew this online business to over $100 million in 18 months. Mr. Bozek was also responsible for the international launches of HSN in Japan, Europe and China.

Mr. Bozek’s merchandising and media success began as a producer at Fox Television and then as a Senior Vice President at QVC. Mr. Bozek was at Fox Television at its inception in 1998, where he was a three-time Emmy nominee. Bozek has previously served as a director of Sykes Enterprises.

Dissident ShopHQ Shareholders Oust Keith Stewart, Bozek In Charge

June 24, 2014

ValueVision Media Reconstitutes Board of Directors to Include Five New Members; Mark Bozek, Former HSN Chief, Named Chief Executive Officer; Bob Rosenblatt Named Chairman of the Board

In other words, Keith Stewart was essentially shit-canned.

MINNEAPOLIS, MN–(Marketwired – Jun 23, 2014) – ValueVision Media, Inc. (NASDAQ: VVTV), a multichannel electronic retailer operating as ShopHQ via TV, Internet and mobile, today announced it has reconstituted its Board of Directors and has unanimously appointed Mark Bozek Chief Executive Officer and Bob Rosenblatt Non-Executive Chairman of the Board, effective immediately.

Mr. Bozek succeeds Keith Stewart, who has resigned as Chief Executive Officer and as a director of the Company. Mr. Bozek has more than 20 years of senior executive experience in the multi-channel commerce, electronic retailing and entertainment industries, including having served as CEO of HSN, Inc., Senior Vice President of QVC, Inc., and as a producer at Fox Television.

ValueVision also announced that IVS Associates, Inc., the independent inspector of elections, has certified the voting results at the Company’s Annual Meeting, held on June 18, 2014. Four ValueVision nominees and four nominees of the Clinton Group, Inc. were elected to the ValueVision Board of Directors. ‘

The Board has appointed former President of Saks Fifth Avenue, also a fifth Clinton Group nominee, Ronald Frasch, as a director following Mr. Stewart’s resignation.

Accordingly, the Board will consist of: Thomas Beers, Mark Bozek, John Buck, Ronald Frasch, Landel Hobbs, Lowell Robinson, Bob Rosenblatt and Fred Siegel. The newly reconstituted Board will focus on further strengthening the Company’s financial and operating performance and delivering meaningful returns for all ValueVision shareholders.

John Buck said, “We are pleased to welcome Mark Bozek, a pioneer and innovator in the retail and electronic retailing industries, as our new CEO. Mark has a proven track record of building consumer brands and driving revenue at both HSN and QVC, and we expect to leverage his expertise as ValueVision embarks on its very exciting next stage. As the Board’s longest tenured director, I welcome the energy and fresh perspectives of Mark and our other new directors, and look forward to working closely with them to transform the ShopHQ brand into the preeminent commerce and media franchise we know it can become.”

Mark Bozek said, “I am thrilled to join the team at ShopHQ and humbled by the opportunity to work with a talented Board and dedicated employees. ValueVision has great assets and our vision of all that comes next is ambitious; we plan to evolve the business, creating more robust platforms that enable us to become a far more relevant player in the multi-channel worlds of TV, online and mobile commerce and entertainment.

“By instilling a culture of accountability, respect and passion for the unique world of a ‘dollars per minute’ business, we believe ShopHQ has boundless potential. We will work tirelessly in the coming months to develop a comprehensive strategic plan for growth — one that includes employees, our loyal customers, as well as our valued product and brand creators — enabling ValueVision to create long-term shareholder value.”

Mr. Buck concluded, “On behalf of the Board, I would like to thank Keith Stewart, along with the other outgoing directors — Jill Botway, William Evans, Sean Orr and Randy Ronning — for their many contributions to ValueVision. We wish them all good things in their future endeavors.”

ValueVision shareholders also approved all proposals submitted for a vote at the Annual Meeting, including the approval of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015. The results of the Annual Meeting have been filed with the Securities and Exchange Commission.

http://nypost.com/2014/06/24/mark-bozek-to-succeed-keith-stewart-at-shophq/

http://nypost.com/2014/06/24/mark-bozek-to-succeed-keith-stewart-at-shophq/

QVC Honcho Mike George Got $1.2 Million In Comp In 2013

June 24, 2014

QVC Inc. President and CEO Mike George received $1.2 million in executive compensation last year, way down from the prior year’s $18.2 million.

That was the dish from the proxy statement that QVC’s parent, Liberty Interactive Corp., filed Monday with the Securities and Exchange Commission.

http://ir.libertyinteractive.com/secfiling.cfm?filingid=1047469-14-5802&CIK=1355096

We’ve read the filing several times, and our thick head still can’t figure out exactly why George’s comp took such a hit. We’re not sure if it is related to stock options he has coming, or what.

We do know that the CEO of QVC’s parent, Greg Maffei, also had a significant drop in his executive compensation in 2013. It nosedived to $2.7 million from $45.3 million in 2012.

George’s base salary was just about flat this year, at just over $1 million. The biggest change in his comp was for option awards: He had none in 2013 but $16.1 million in 2012.

Of anyone can make sense of the filing, please enlighten us.

Beers, HSN And QVC Alums Elected To ShopHQ Board

June 22, 2014

It’s official: The man who produced “Deadliest Catch” and the former head of HSN are now on ShopHQ’s board.

Reality TV guru Thom Beers and Ex-HSN chief Mark Bozek are among four members of a dissident stockholder group that were elected to replace half ShopHQ’s board last week.

ShopHQ filed an 8-K with the Securities and Exchange Commission Friday listing the results of the vote.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9665044&DSEQ=&SEQ=&SQDESC=

The Clinton Group, which has been waging a battle to replace ShopHQ’s management, including CEO Keith Stewart, managed to get not only Beers and Bozek elected, but also QVC alum Fred Siegel and Robert Rosenblatt, a veteran of Tommy Hilfiger and HSN.

http://addvalueandvision.com/

It should make for some interesting times at the No. 3 home shopping network.

Alert: Check TJ Maxx’s Men’s Jewelry For John Hardy

June 20, 2014

Heads up jewelry geeks and freaks. We can’t speak for the rest of the country, but the TJ Maxx stores in North Jersey have gotten a stock of John Hardy jewelry.

We love his high-end stuff, and have been visiting every store within a 50-mile radius to see what is available.

But here is the trick gals: Check the men’s section of TJ Maxx’s jewelry counter. There is a lot of Hardy men’s jewelry there, but guess what? A beautiful silver bamboo cross is unisex.

The only catch with the men’s necklaces is that some of the silver crosses are on black stainless steel chains, which we don’t like. But we just slipped the cross on one of the zillions of silver chains we own.

There are also Hardy pieces in the women’s section, of course.

Even at TJ Maxx Hardy jewelry isn’t cheap, but it is a fraction of its MSP price, which you would pay in places such as Neiman Marcus.

It is a bargain. We were in Nordstrom in Paramus last night checking out the jewelry, and some of its fashion jewelry is priced higher than the real sterling, handcrafted Hardy pieces at TJ Maxx. That’s just wrong.

Dissidents Replace Half Of ShopHQ’s Board, Post Says

June 20, 2014

ShopHQ’s dissident shareholder group made inroads into the home shopping network’s board this week, the New York Post reported Thursday.

http://nypost.com/2014/06/19/activist-investor-shakes-up-shophq-parents-board/

The Clinton Group, following a proxy battle, claims that ShopHQ stockholders voted in four of its slate of six board nominees, the Post reported. That means that the 8-member board will be split between the Clinton Group and current management, with each having four seats.

The dissidents, who were looking to oust ShopHQ CEO Keith Stewart, were thwarted in their attempt to gain control of the board by Comcast Corp., the 800-pound gorilla cable company, the Post said.

Comcast, which owns a 14 percent stake in the No. 3 home shopping network, threw its support behind the board incumbents.

ShopHQ told the Post that the votes for the board members are still being counted.

Group Wants To Meet ShopHQ Stockholders, And Get Their Votes

June 16, 2014

Here’s a new one on us: ShopHQ’s dissident shareholder group is holding a meet-and-greet for the network’s employees and vendors. And folks, the Clinton Group wants your votes!

In its latest missive the Clinton Group, which is seeking to oust ShopHQ’s current management, is making it very easy for shareholders to vote for its slate of board nominees instead of Keith Stewart’s crew.

“Meet the Clinton Group team at the Minneapolis Marriott Southwest in Minnetonka, Minnesota, on Tuesday, June 17 from 5 to 7 pm at Stacy’s Grill, where they can fill out a ballot or drop one off,” the feisty shareholders said.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9655232&DSEQ=&SEQ=&SQDESC=

In a press release, the Clinton Group also called for ShopHQ “to assure its vendors and employees that they can exercise their voting rights at the Company’s upcoming June 18 annual meeting without fear of reprisal.”

That was followed by these words from the head of the dissident shareholders.

“We are disturbed that we have heard from multiple employees and vendors that they are afraid to vote their shares for us because they fear management will retaliate against them,” Gregory Taxin, President of Clinton Group, said in a statement. “We believe every shareholder is entitled to vote without coercion and we welcome the participation of the Company’s employees and vendors in this process.”

Clinton Group’s nominees have committed that they will not treat any employee or vendor who votes against the nominees differently than employees and vendors who side with the Clinton Group, in the event the Clinton Group nominees are elected, according to the press release.

“The Company’s management and Board should assure the Company’s valuable employees and vendors that they may freely exercise their voting rights without fear of retaliation,” Taxin said. “In my opinion, anything less is an abuse of corporate position and inconsistent with Mr. Stewart’s June 12 email to employees.”

Employees and vendors were told that they can vote shares held at brokerage firms online and anonymously in favor of the Clinton Group nominees by using the “control number” on the GOLD proxy card. Employees and vendors with “registered” shares can scan and email those ballots to Clinton Group (VVTV@okapipartners.com).

Alternatively, employees and vendors can come to the company’s annual meeting to vote (on June 18 at 9 AM at headquarters). Or they can come to the Stacy’s Grill. We hear Thom Beers is buying!

Dissident Shareholders Say ShopHQ CEO Has ‘Gone Fishing’

June 13, 2014

The Clinton Group, the dissident ShopHQ shareholder group, said that “business as usual” is not good enough for the network anymore.

The Clinton Group blasted ShopHQ CEO Keith Stewart for — among other things — having no plan for the network, and even for once showing up late to meet a Wall Street analyst because he was too busy fishing.

Here is the group’s letter to stockholders Thursday.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9651905&DSEQ=&SEQ=&SQDESC=

To Our Fellow Shareholders of ValueVision:

Clinton Group, Inc. and the funds we manage (the “Clinton Group”) are investors in ValueVision Media Inc. (“ValueVision” or the “Company”). We believe the Company can be great. We also believe that a change in the Board of Directors is required if the Company is going to fulfill its potential.

So, we have nominated six independent professionals to serve on the Board. With the Company’s annual meeting coming up next week, we are asking you to please vote for our nominees on the Gold proxy card. Information on our nominees and our views can be found at http://www.AddValueAndVision.com.

The Company’s existing Board and executive team have done a lot of things in response to our call for change. They hired six professional services firms, first to “defend” themselves against our efforts to convene a special meeting of shareholders and then to “defend” their track records.

They have produced a lengthy proxy statement, at least three slide presentations, a video, a full-color brochure and more letters than I can count. They have sent executives around the country to meet with investors and increased their own severance payouts in the event they lose this proxy fight. They have presented historical performance data in a favorable way to show progress and cleverly started and stopped charts and comparisons to indicate out-performance.

(This morning they have decided to compare the Company’s current performance to that during the nadir of the financial crisis in 2008, when the Company hired and fired a CEO within six months, its cable distribution was threatened with imminent cancellations and an investment banker failed to sell the Company, all while the economy melted; we are unimpressed with such a comparison.)

They have attacked us and one of the independent proxy advisory firms that dared to judge them inadequate. They have even suggested, this morning, that they are not receiving shareholder support because shareholders are not “informed.” In all, they have spent more than $3 million of shareholder money in these efforts.

But there is one thing they have not done: They have not articulated a plan that even aims for excellence.

Indeed, nowhere in the hundreds of pages they have produced is even the suggestion that ValueVision can someday be as good a commercial enterprise as its rivals, HSN and QVC. There is, in short, a palpable lack of imagination, confidence, inspiration, ambition and vision, in our view.

We believe ValueVision has the ability to rival its competitors, to challenge their market share, to grow significantly and to create meaningful upside for shareholders. We do not, however, believe these things will happen with a team in charge that has lost ground to HSN and QVC during the last five or six years, giving up substantial market share and under-performing competitors’ stock market gains.

Not only does the current team seemingly slink from the suggestion that ValueVision can be great, it does not even offer a single significant dimension – customer counts, penetration rates, revenue per home, customer engagement, thought leadership, management quality, diversity of vendor relationships, social media interaction, online or mobile platform functionality, product assortment, programming diversity, or proprietary product development – on which the team believes it beats or can beat its rivals.

Without the drive to lead the competition in even one of these areas, there is little hope the Company can match or overtake its rivals. No, the current team appears resigned to remain in a distant third place.

We had hoped that even if we failed to win this proxy contest, at least our challenge of the current business plan would serve as a wake-up call for management. Alas, it does not appear so. As Keith Stewart wrote to the employees on June 5, “It is business as usual at ShopHQ.”

“As usual”, for ShopHQ, is a rather unique method of operating a business. On May 1, Mr. Stewart had an 11 AM appointment with a sell-side research analyst who was considering picking up coverage of the Company. We are told that Mr. Stewart showed up some thirty minutes late and apologized by saying he was “fishing” and did not want to leave the lake because the “fish were biting.”

And, of course, because May 1 was a Thursday, if it was like most Thursdays, many on the management team left in the early afternoon to catch their flights back home – to Pennsylvania, Florida, Texas and the other places where as many as 10 senior managers spend their Fridays (and many Mondays). Usual for ValueVision is quite unusual.

Sadly, this proxy contest does not seem to have been a wake-up call for the incumbent team. But even if had, even if the high-priced advisors management has engaged – the investment bank, the two law firms, the public relations firm, the investor relations firm, the executive recruiter and the proxy solicitor – or, dare we suggest, the executive team itself, had been inspired to develop and articulate an ambitious business plan for the Company during this proxy fight, would such a plan have credibility with investors?

After all, the current team has missed nearly every public projection they have made. Revenue of $1 billion? Not close. EBITDA margins of 10%. Nope. Product mix closer to that of the competitors? No. Sales per home back to 2006 levels? No way. Penetration rates growing to half of the competitors’ rate? Not achieved.

Without so much as recognition of the under performance and the need for a concrete plan, we believe the team is unlikely to break its disappointing pattern of anemic performance.

We believe such under performance likely affects the shareholders more than the Board. Since 2004, the independent directors, combined, have bought less than $1 million of stock. (Our nominees have put more money to work in the last year in buying the Company’s stock, through a special purpose vehicle, than all the incumbent independent directors combined over the last 10 years.) With more than 69% of the directors’ pay coming in the form of cash last year (and with total compensation being twice the average of comparably sized companies), the performance of the business and stock affects the public shareholders much more than it affects the directors.

Perhaps this is why the directors are content to leave in place a Chief Executive Officer under whose leadership the stock has underperformed its rivals, the major market index and various sector indexes since January 2010. How long will they wait to make a change?

We believe the Company can be great. So do our nominees. They have developed a strategy and plan, subject of course to learning more if they are elected, to exploit the Company’s uncommon access to the television screens of 87 million American homes.

They believe that with proprietary brands (i.e. brands that are unavailable elsewhere) and products that are truly exclusive to ValueVision, engaging programming and a diverse schedule, the Company can attract new audiences, sell more goods, generate substantial profits and perform well for shareholders.

Both management and our nominees put their respective plans, and their track records and backgrounds, in front of the two leading proxy advisory firms. Both firms took days to analyze the information and wrote lengthy, detailed reports. Both of them reached the same conclusion: Shareholders should not vote for the incumbents.

Instead, both concluded, new directors from our slate of nominees should be elected to help the Company grow and create value for shareholders. Both recommended that shareholders vote on the Gold proxy card. Glass Lewis, one of these firms, said we had made a “compelling case for significant change at the board level.” ISS, the other firm, wrote that “change at the board level is warranted”.

Glass Lewis concluded, succinctly:

[Clinton Group] has offered a detailed and comprehensive plan for the Company, one that appears sound and compelling. … [S]upport for [the Clinton Group] nominees is likely to result in a superior outcome for ValueVision shareholders than what might reasonably be expected from shareholders’ continued endorsement of the incumbents, in light of the Company’s track record for the last five years.

Seemingly left without anything to say on the merits, and having failed to win the support of these respected independent proxy advisory firms, ValueVision has taken the rogue’s way out: attack the messenger. The Company has attacked ISS and, of course, it has attacked us. Don’t be distracted. This proxy fight is about ValueVision’s performance. Not ISS and not us.

We own a significant amount of ValueVision stock, though admittedly less than we once owned. We reduced our position because the Company rejected (on what we regard as specious grounds) our two attempts to call a special meeting of shareholders and we were not comfortable owning so much stock under the present leadership.

We care today more than ever about making sure the Company is in good hands. Our judgment on investments and board nominees (another subject of ValueVision’s attacks) has proven profitable for our investors and the stocks in which we have invested have outperformed the relevant indexes. Have a look, if you care, at the stock price results after the proxy fight at Stillwater Mining or the board appointments with which we were involved at Dillard’s, Red Robin Gourmet Burgers, Radian Group, Abraxas, Digital Generation or NutriSystem.

(The Company likes to focus on Wet Seal, one of a dozen companies at which we have helped to place directors; Wet Seal, like all teen apparel retailers, has been hard hit by macro headwinds, unlike the strong tailwinds in home shopping that ValueVision would have you ignore.)

But this contest is not about us. The Clinton Group (and our employees) will not be on the Board of ValueVision no matter what the outcome of the annual meeting. But shareholders do have a choice.

You can choose the “business as usual” incumbent directors – some technology and health care CFOs, an insurance company executive, a web advertising sales executive and such – or our proposed nominees, veterans of the home shopping business (from HSN and QVC), retail (Bloomingdale’s and Saks), television production (Freemantle North America) and entertainment (Sony Music). We believe that for the years to come, our nominees are a better choice to lead the strategy and oversee management of the Company.

Of one thing we are confident: with the team we have proposed as directors, business will not be “usual”.

Instead, our nominees will insist on an executive team that works every day (from the headquarters) to develop the business and increase shareholder value. No fishing trips while potential business partners wait. There will be a focus on innovation and catching up – and then leap-frogging – the competition.

The business will evolve quickly, with the addition of new vendors, proprietary brands and programming approaches that will not cost a lot, but which will have, we believe, a major impact on the bottom line. The look-and-feel of the channel and Company will finally emerge from the 1990s and have a modern, interactive, clean and inviting look.

The culture inside the company will change too: Gone will be the million-dollar per year, three-day-a-week executives that have understandably bred resentment and loathing. Gone too will be the coarse language and oppressive, imperial leadership culture that we have heard so much about from present and former employees.

We know buried inside of ValueVision are the assets, skills, and creativity required to spawn the next leader in omni-channel retailing; our nominees relish the opportunity to mold those assets into a Company of which we can all be proud. We cannot expect gains, however, without change.

So, vote for change. If you too think ValueVision can be better than it is, please vote the Gold card and vote for our nominees.

Thank you for your consideration,

Gregory P. Taxin

Pamela McCoy’s E-Mail On Botox Parties, Etc., At ShopHQ

June 13, 2014

This is what we call a show stopper: Former ShopHQ host Pamela McCoy’s email in support of the dissident shareholders who are trying to oust management at the the No. 3 home shopping network.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9650740&DSEQ=&SEQ=&SQDESC=

Here is her email to The Clinton Group:

From: Pamela McCoy

Sent: Wednesday, June 11, 2014 8:14 AM

To: vvtv@clinton.com

Subject: Concerned voice

Dear Mr Taxin,

I’d like to take a moment to introduce myself. My name is Pamela McCoy. My husband Wes and I were two of the first employees chosen to help start a new shopping channel – ValueVision.

We were with the network for almost 20 years as hosts. I also developed a line of clothing that was highly successful and branded exclusively for the network.

Pamela McCoy

Pamela McCoy

I was at ValueVision to celebrate the first $5000 day as well as the first $1 million hour. A year and a half ago circumstances dictated that I move to another network. However, I maintain a very close relationship with many of the employees there. More than a dozen have called me in the last few months to express their frustrations and to seek my advice. They all share a fear of speaking out (or speaking directly to you) out of concern for losing jobs.

I am convinced that the abuse to which the employees are subjected to would make headlines if it were exposed and it breaks my heart to see what this network has become in the past five years.

The way the employees are treated is deplorable. Despicable things like hosts being told they were not sexy enough and were encouraged to have plastic surgery. Hosts are given mandatory readings, including books such as “Younger Next Year for Women” and “How Not To Look Old: Fast and Effortless Ways to Look 10 Years Younger, 10 Pounds Lighter, 10 Times Better” by Charla Krupp.

One very talented host left the company when she felt pressured to have Botox. The network actually organized “Botox parties” in an effort to make it easier for them.

There are certain department heads that are so verbally abusive that some employees I know are literally afraid to go to work. Many have sought counseling.

With the current management team, the language used in meetings was often vulgar and misogynistic. This behavior was never present with any prior management team and would never be tolerated at a major network or broadcasting company.

It is painful to hear what is happening and not be In a position to help. As a former senior employee and current stock holder I feel a strong sense of responsibility to this company. That is why I am reaching out to you.

The shift in culture at ShopHQ presents itself as coarse and demeaning. Many talented and valuable employees and vendors have already left and I fear more will follow. The turnover rate for employees in key departments is alarming. The need for change is apparent to many.

I am voting for a change. I am voting gold. I am voting for the Clinton Group. I know you can make this the successful company it was meant to be and a place that encourages creativity as well as productivity. Many employees have asked me to expressed their gratitude and appreciate all of your efforts.

Please feel free to share this e-mail with any other investors.

Best Regards,

Pamela McCoy

Here is another email, this one from a current ShopHQ employee.

From: Anonymous

Sent: Wednesday, June 11, 2014 9:07 AM

To: vvtv@clinton.com

Subject: ShopHQ

To Greg –

As I mentioned on the phone, I am currently an employee of ValueVision and am fearful that speaking out will cost me my job. Thank you for agreeing to keep my name confidential.

Shop is a strange working environment – very much like Mad Men. The management is group is abusive and employees are in fear of them. They are not here for the full week. Nancy and Carol leave on Thursday afternoon together, Bob and Annette are out of here too Thursday afternoon. No one from senior management is around on Friday, except for Keith.

Because they aren’t around we are asked to do five days of work in the 3 or 4 days when they are here. There is a heightened sense of urgency when they are in town and its creates havoc on people’s schedules.

I think the biggest problem, though, is that the senior people do not have the skill to take the company any further. The company is basically a dumping ground for people who were fired from QVC. The CMO is stuck in the weeds, picking colors for items and not trusting her team. Bob is old school and not up on trends.

Vendors are used and tossed aside, sometimes losing hundreds of thousands of dollars, and this sort of churn and burn has led to a real backlash in the vendor community.

The strategy seems to evolve day-to-day and there is no plan for the company to march to. We have no real corporate strategy or vision, which is different than other places I have worked. I believe the company is going nowhere very fast and so do the other employees.

The management team appears stuck in a time warp, both in their management style and in their knowledge of the industry. They beat people up here and people leave constantly.

I have never seen turnover like this. One of the senior people was forced as part of a settlement to take a 3 month sabbatical because he had been so abusive to people. He’s back. The annual surveys about senior management are so horrific.

I think if there are not changes soon, there will be an empty parking lot. There is a lot of opportunity but things need to change. I am a shareholder and I want to grow the stock.

Not a bunch of happy campers, we fear.

Kelly Ripa To Appear In QVC Ovarian Cancer PSAs Again

June 12, 2014

Morning TV host Kelly Ripa will appear in both the print and television public service announcements promoting “QVC Presents Super Saturday LIVE” on July 26, which will benefit the Ovarian Cancer Research Fund (OCRF).

A longtime supporter of OCRF’s unique “designer garage sale” in the Hamptons, Ripa will once again serve as its host. Currently in its 17th year, Super Saturday will air live on QVC during the “QVC Presents Super Saturday LIVE” broadcast to take viewers inside the event.

“Super Saturday is a powerful demonstration of the ongoing relationship between OCRF and QVC,” QVC U.S. CEO Claire Watts said in a canned statement.

“Each year, we unite with OCRF to help them gain greater support for their important research and expand access to their innovative patient support program, Woman to Woman. Working on this initiative with OCRF aligns with our charitable mission to support the success and wellness of women through the power of relationships.”

QVC began broadcasting from the Super Saturday sale, with viewers offered premier fashion, beauty, jewelry, accessories and home items for half the manufacturer’s suggested retail price with 80 percent of the purchase price of donated merchandise benefiting OCRF.

“Being involved with this event for almost 10 years now, and watching it grow, has been an incredible experience,” Ripa said in her canned statement. “It is truly a feel-good event because it allows women to splurge and spoil themselves while simultaneously supporting such an important cause.”

Often undetected in the early stages due to lack of specific testing, ovarian cancer is the leading cause of death from gynecologic cancers in the United States and is the fifth leading cause of cancer death among American women.

QVC’s PSA campaign was designed to bring more awareness to this disease.

“QVC and Kelly Ripa have proven to be some of our greatest supporters over the years as we strive to bring attention to the importance of research for ovarian cancer,” OCRF CEO Audra Moran said. “QVC’s involvement allows millions of viewers across the U.S. to experience the event and contribute to the cause.”

Pam McCoy Claims Botox Pressure At ShopHQ

June 12, 2014

ShopHQ’s dissident shareholders have a new forum to dish their dirt: The New York Post. And former host Pamela McCoy is sticking it to the network’s CEO Keith Stewart, claiming management held Botox parties for hosts and encouraged them to get plastic surgery.

Pamela McCoy

Pamela McCoy

According to the Post story, McCoy will be voting her shares of ShopHQ for the slate of directors that’s been nominated by The Clinton Group, which aims to oust Stewart and his crew.

http://nypost.com/2014/06/11/valuevision-pushed-hosts-to-have-botox-say-employees/

McCoy now sells a diamond jewelry line on Jewelry Television, and though she denies it, she looks like she had Botox or plastic surgery after she left ShopHQ with her husband and fellow host, Wes.

Any way, the details of her accusations — which ShopHQ denies — are in the Post story.

We missed it earlier this week, but the Post did another story on the shareholder battle at the network. The tabloid seems to think that The Clinton Group will succeed in getting control of the company. We’re not so sure.

http://nypost.com/2014/06/09/activist-wins-key-support-to-oust-board-of-shophq-parent/

HSN Names Maria Martinez Chief Human Resources Officer

June 12, 2014

HSN Inc. has promoted Maria Martinez to chief human resources officer, effective immediately.

In her new role, she will be responsible for providing leadership in executing human resources strategies in support of the company’s business objectives.

Martinez will have specific responsibility for talent acquisition and assessment, succession planning, leadership development, employee engagement, performance management, total rewards, and wellness programs. She will continue to be based at the company’s headquarters in St. Petersburg.

Maria Martinez

Maria Martinez

“Maria has developed and spearheaded a number of internal initiatives that have supported our strategic objectives and made an impact across the HSNi portfolio of brands,” HSN CEO Mindy Grossman said in a canned statement. “She is innovative and results-oriented and her proven track record as a leader and expertise in human resources makes her the perfect candidate for this position.”

Martinez has more than 20 years of experience in strategic planning, organizational development and team building. She joined HSN in 1995 as a manager in Human Resources Subsidiaries and was promoted to vice president by 2005.

Martinez then left HSN and went on to hold several senior-level positions in human resources for Bausch & Lomb and Darden Restaurants. She also established the Laser Spine Institute’s human resources function and supported the expansion of the organization’s business to multiple sites.

She joined HSNi in 2010, where she most recently served as senior vice president overseeing the talent management function for HSN and human resources and talent development for the Cornerstone brands. She also played a vital role in the integration of the Chasing Fireflies brand into HSNi.

She serves as vice president of the Board of Girls Inc. of Pinellas. Martinez has served as a mentor through the USF Corporate Mentor Program, and she and her son regularly volunteer their time at Metropolitan Ministries in Tampa.

ShopHQ Dissident Shareholders Seek Support Of Employees

June 11, 2014

ShopHQ’s dissident shareholder group, which is trying to oust the network’s current management, Tuesday sent a letter to employees seeking their support.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9647357&DSEQ=&SEQ=&SQDESC=

June 10, 2014

To ValueVision Employees:

The Clinton Group, Inc. and the various funds it manages is one of the largest owners of ValueVision Media. We are enthusiastic about the Company’s prospects and a proud owner of the stock.

As you probably know, we are seeking to replace a majority of the sitting Board of Directors with independent professionals that we believe can help chart a better course for the Company, as well as its owners, customers and employees. In eight days, at the ValueVision Annual Meeting, the shareholders (including many of you) will decide which group of individuals will oversee the strategy and operations of the business as members of the Company’s Board of Directors. The Board is also responsible for deciding who should run the Company on a day-to-day basis as members of the executive team.

I am writing to thank you for your hard work and dedication to the Company. Without you, there would be no ShopHQ. I know that for many of you, the position you hold at ShopHQ isn’t just a job, it is an integral part of your life. We have heard from many of you about your desire to see the Company grow and prosper; please know that our goals in this regard are aligned. We too believe in a bigger, better, more profitable ValueVision and one that is a good employer, good member of the community and good business.

No one knows, yet, how this election will turn out. But I want to assure you that our nominees – the people who we believe should be on the Board – have read the emails and letters we have received and talked with some of your colleagues. We are well aware of some of the complaints and operational issues at the Company.

The nominees, if they are elected, look forward to helping to instill a culture that addresses the problems to which we have been alerted and create a ValueVision in which the senior executive team works as hard as everyone else, respects all employees and strives for greatness. Our nominees will not tolerate part-time executives, nor ones that believe swearing and belittling is a form of effective management. Greatness in business, as in all human affairs, requires thoughtfulness and empathy, and a healthy dose of humility.

We encourage you to vote your stock. You know the Company better than almost anyone. So, decide for yourself whether change is necessary. If you think it is, please review our proxy material (available at http://www.AddValueAndVision.com) and see if we are offering the sort of change you think will help to make ValueVision great. We would be honored to receive your vote. Use the GOLD card to vote for our nominees.

I would be delighted to answer any questions or field any concerns. You can reach me directly at VVTV@clinton.com or 212-825-0400. I assure you any such communications will be held strictly in confidence as will any votes you cast through your broker or bank.

Thank you again for your dedication to ValueVision. Together, we can build a fantastic company.

Sincerely,

Gregory P. Taxin
President

ShopHQ Plans Wham-Bang 24th Birthday Party

June 11, 2014

ShopHQ isn’t going to let a big battle with some of its shareholders put a damper on its 24th birthday.

The No. 3 home shopping network said Tuesday that its plans to celebrate its 24th anniversary with a Heritage Day sales event beginning next Wednesday through Monday, June 23.

“This year’s Heritage Day event will highlight the best of ShopHQ,” the press release said. “Viewers from across the nation are invited to join in on the fun to celebrate the Company’s founding, which was 24 years ago on June 25, 1990.”

We are promised six days of special programming, special ValuePay promotions and special pricing on select items.

Polish Stonewear and Luminosity 925 Jewelry will also premiere.

“Heritage Days on ShopHQ will be an exciting event for all,” ShopHQ President Bob Ayd said in a canned statement. “We welcome our viewers to stop by and join in on the fun as we celebrate our 24th anniversary. We thank our valued customers for being part of the ShopHQ community, and we look forward to celebrating with them in the years to come.”

ShopHQ Near Bankruptcy When Keith Stewart Joined, Network Claims

June 11, 2014

Geez, we wish ShopHQ and it rowdy shareholders would stop going back and forth with each other. There were a flurry of filings with the Securities and Exchange Commission Tuesday.

First, ShopHQ management lodged more responses to The Clinton Group, the dissidents shareholders who are trying to oust Keith Stewart and his cohorts.

We’re putting the full link here and will also post some of ShopHQ’s (i.e. ValueVision’s) comments.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9646860&DSEQ=&SEQ=&SQDESC=

LIKE YOU, VALUEVISION’S BOARD AND MANAGEMENT TEAM ARE HEAVILY INVESTED IN VALUEVISION’S SUCCESS

The interests of the Board and management team are closely aligned with shareholders’ interests. Collectively, your Board and management team are the second largest shareholder of ValueVision, with an ownership of 12.6% of the Company’s outstanding common stock. Specifically:

• ValueVision’s Chief Executive Officer, Keith Stewart, personally beneficially owns 5.3% of the Company’s common stock. Mr. Stewart purchased approximately 1.6 million of these shares in the open market with his personal funds; and

• ValueVision’s other directors and officers beneficially own 7.3% of the Company’s common stock.

When your Board appointed Keith Stewart as CEO in January 2009, ValueVision was on the brink of bankruptcy. Mr. Stewart’s initial mandate as CEO was to form a new vision for the Company and to lead the turnaround of ValueVision. Since Mr. Stewart’s appointment as CEO, ValueVision’s share price has increased by 848%. In addition, ValueVision’s share price has increased 169% since August 2012, when Mr. Stewart announced that the Company had returned to growth.

The ValueVision Board and management team, with their collective 12.6% ownership position, are strongly incentivized to continue executing on ValueVision’s winning strategy to drive further shareholder value creation.

In contrast, despite a sustained campaign to give its nominees control of ValueVision’s Board, Clinton has dramatically decreased its holdings in ValueVision shares.

VALUEVISION HAS A PROVEN TRACK RECORD OF SUCCESS ALONG WITH THE RIGHT STRATEGY AND TEAM TO SUBSTANTIALLY GROW SHAREHOLDER VALUE

An engaged and growing customer base of over 1.4 million shoppers – an increase of approximately 22% year-over-year – is a part of ValueVision’s foundation for long-term, sustainable growth. ValueVision’s management team, working closely with the Board, has implemented meaningful changes over the past five years that are yielding results and that we believe will deliver great value in the future. Specifically, we have focused on four key growth strategies:

1. Broaden and diversify our compelling mix of merchandising to attract customers and drive repeat purchases;

2. Expand and enhance our TV distribution platform to reach more potential viewers and to convert a greater number into active customers;

3. Be a “Watch & Shop” anytime, anywhere experience, with multiple customer touch-points, including online and mobile; and

4. Optimize our customer experience across the business to support the growth and maintenance of an expanding customer base.

ValueVision shareholders have benefited from our efforts, including the transformation of a consistently (and substantially) cash-flow-negative business into a growing enterprise with eight quarters of consecutive increases in sales and positive Adjusted EBTIDA. Through our successful implementation of the Company’s strategy, ValueVision’s Board and management team have:

• Grown the customer base to over 1.4 million today vs. 754,000 in 2008;

• Launched the ShopHQ multichannel shopping destination brand;

• Reduced the average selling price by 54% since 2008 to reach a broader customer demographic;

• Developed secure and convenient Internet and mobile access, leading the industry in Internet sales penetration;

• Dramatically improved the customer experience, service and satisfaction levels, as evidenced by a 54 NPS rating in 2013 vs. 36 NPS in 2011;

• Streamlined companywide operations by reducing return rates to 22% in 2013 from 31% in 2008, reducing transaction costs per unit by 49% since 2008 and reducing TV distribution cost per household by 38% since 2008;

• Improved the quality and reach of the Company’s TV distribution footprint while significantly reducing its cost, delivering annual rate savings of $55 million; and

• Enhanced the strength and flexibility of ValueVision’s balance sheet by repaying $53 million in preferred stock obligations, replacing high-interest debt obligations with a $75 million, cost effective credit facility with PNC bank, resulting in lower interest expense and stronger balance sheet condition.

These successful initiatives confirm, in our view, that we have the right Board – with its deep experience and significant skills in areas critical to our business – to continue to oversee the development and implementation of the Company’s strategy. In addition, ValueVision’s management team, headed by Mr. Stewart, is made up of world-class leadership with extensive, relevant industry experience. We believe we have the right team in place to continue executing our strategy and create even greater shareholder value.

CLINTON’S TRACK RECORD IN A NUMBER OF ITS RETAIL AND ECOMMERCE INITIATIVES, ALONG WITH RECENT COMMERCIAL FAILURES AT CERTAIN COMPANIES WHERE ITS NOMINEES HAVE SERVED AS STEWARDS, THREATEN SHAREHOLDER VALUE

In contrast to the performance of your Board and management team, we believe the recent track record of Clinton and three of its nominees in retail and eCommerce should raise serious questions and concerns for shareholders.

In campaigns where Clinton attempted to obtain or obtained a board seat, the target’s median total shareholder return underperformed the Russell 2000 by 6.8% after 500 or fewer trading days post activist campaign announcement. In campaigns where Clinton was successful in gaining a board seat, the target’s median total shareholder return was even worse, underperforming the Russell 2000 by 13.2% after 500 or fewer trading days post activist campaign announcement.1

Clinton Group’s poor performance at retailers such as The Wet Seal, Inc. (“Wet Seal”) demonstrates a severe lack of understanding of the basics of retail strategy, in our view. As noted by a Wet Seal analyst:

“Noted activist investor, Clinton Group, accumulated a 7% position in WTSL and began agitating for change in spring 2012…We believe the proxy battle distracted management from running the business resulting in comps accelerating to the downside.” – Jeremy Hamblin & Peter Mahon, Dougherty & Company, August 12, 2013

In reality, following the appointment of Clinton’s nominees to the Wet Seal Board, the Company’s stock price declined by 72%, as of June 9, 2014, resulting in $206 million in shareholder value destruction. Are you willing to risk the same at your company, and to your investment?

Clinton has compared ValueVision to “other eCommerce companies” and says it has a multi-platform “retail theater” strategy in mind as the secret ingredient of superior value creation. ValueVision shareholders, however, should know that three of Clinton’s nominees, Thomas Beers, Fred Siegel and Mark Bozek, appear to have a lackluster recent track record in eCommerce retail and their production of “retail theater” appears to have never made it to the stage.

In 2012, Mr. Bozek announced the launch of eVine, after raising money from investors and enlisting fellow Clinton nominees, Thomas Beers and Fred Siegel, among others, as advisors. Two years later eVine, described in the media as a “web-only shopping platform” has a website that does not appear to sell anything.

Shareholders should ask themselves: Is a vote for the Clinton nominees a vote for experimenting with the same strategy at ValueVision, only using your money? If Clinton succeeds in getting its nominees elected, they will have the ability to use your company, at your expense, as a testing ground to see if they can get it right.

THIS TRACK RECORD IN RETAIL AND ECOMMERCE MAY BE THE REASON CLINTON CONTINUES TO MAKE INACCURATE STATEMENTS TO SHAREHOLDERS ABOUT VALUEVISION

• In Our View, Clinton Continues to Misunderstand or Misrepresent ValueVision’s Programming and Merchandising Strategy and Has Failed to Offer New or Unique Merchandising Ideas

THE FACTS: ValueVision continues to broaden its product mix from the Jewelry & Watch category toward other product areas that appeal to a larger consumer base, including Fashion & Accessories, Beauty, Health & Fitness, and Home & Consumer Electronics. Since 2008, we have invested in our core and emerging product categories while shifting the merchandise mix of Jewelry & Watch from 56% of total sales to 43% of total sales in 2013.

At the same time, we have invested in our emerging categories of Fashion & Accessories, Beauty, Health & Fitness, and Home & Consumer Electronics, which typically attract more new customers and increase purchase frequency. We have always been open to new ideas and value-creating strategies and we now offer greater product diversity and a broader assortment to our customers than at any other time in the Company’s history.

• Clinton Continues to Make Inaccurate Claims About ValueVision’s Proprietary Brands

THE FACTS: ValueVision has developed a growing selection of proprietary brands, including Home brands Cozelle Linens, North Shore Linens, Cook’s Tradition Cookware, Cook’s Companion and Grand Suites; Fashion brands Kate and Mallory, OSO Casuals, Geneology, Addressing Woman, Glitterscape and Affinity for Knits; and Jewelry brands Gem Treasures, NYC II, Adair, Gems En Vogue II, Brilliante, Portofino, Diamond Treasures, Toscana, Dine Spirit, Gem Insider and Passage to Israel.

Clinton’s claim that ValueVision has just two proprietary brands is false. We believe this inability to get the facts straight calls into question the accuracy of other claims Clinton makes about proprietary brands at QVC and HSN. ValueVision’s successful proprietary brand strategy is a value driver with revenue from proprietary brands growing 67% in the last two fiscal years, increasing from 17% of our product mix in fiscal 2011 to 25% in fiscal 2013.

• Clinton Dismisses the Company’s Value-Enhancing EBITDA Improvements Since 2012 as Solely Attributable to “Essentially Inevitable” Reduced Cable and Satellite Fees

THE FACTS: ValueVision’s EBITDA improvement has been driven by a number of factors, including broader product mix, improved channel positioning, more compelling programming as well as the closely negotiated and important management achievement of reducing cable and satellite fees. ValueVision’s customer base has grown by 132% since 2008 and customers now purchase 35% more frequently. Since the second quarter of 2012, ValueVision’s revenue has grown nearly three times faster than the competition.

So there!

Second Research Firm Recommends Ouster Of ShopHQ Board

June 10, 2014

ShopHQ’s dissident shareholder group has won the support of a second independent research group, which recommends that the home shopping network’s current management be ousted.

The Clinton Group issued a press release Monday saying that Glass Lewis & Co. has joined ISS Proxy Advisory Services in recommending that the shareholders’ slate be voted onto ShopHQ’s board.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9645529&DSEQ=&SEQ=&SQDESC=

Here is part of the release:

Glass Lewis is recommending that ValueVision Media (SHopHQ) stockholders support all of Clinton Group’s nominees to the ValueVision Board of Directors because “the Company requires a far-reaching overhaul of the board and senior management in order for ValueVision to achieve results closer to those of its competitors.”

Glass Lewis provides advice in voting at annual and special shareholders’ meetings to more than 900 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers.

In a report dated June 6, Glass Lewis recommended that its clients vote for all of Clinton Group’s Board nominees and that they vote for none of the incumbent members of the Board by using the GOLD proxy card at ValueVision’s annual meeting, which is scheduled for June 18.

The Glass Lewis analysis, which considers the arguments and information presented by both Clinton Group and ValueVision in a 32-page report, notes that Glass Lewis is generally “reticent to recommend the removal of incumbent directors, or the election of dissident nominees.” In the case of ValueVision, however, Glass Lewis wrote:

“In light of our review of the Company’s operating performance and shareholder returns, not necessarily on their own but rather relative to peers, benchmarks, the Company’s historical results and management’s stated goals, as well as portions of the Company’s governance environment, we believe [Clinton Group] has made a compelling case for significant change at the board level. … [T]he appointment of [all] six of [Clinton Group’s] nominees is warranted, in our view, given our conclusions regarding the potential of the [Clinton Group] plan and the suitability of its nominees, who possess complementary and relevant expertise, to implement such plan in conjunction with its own management team.”

“We are pleased to receive the support of Glass Lewis, and that of ISS, for substantial Board changes at ValueVision,” said Gregory P. Taxin, President of Clinton Group. “We are convinced our nominees to the Board can help the Company achieve greatness and are thankful for the support of these two world-class, independent research organizations.”

Glass Lewis further noted:

“ValueVision has not lived up to its full potential. … The Company’s serial underperformance from a total shareholder return and operating perspective and its industry-worst operating metrics during much of the current CEO’s tenure serve as evidence that broad change is warranted, in our view. … Installing a team [of directors] at ValueVision that has demonstrated ability to successfully operate a home shopping network, achieve performance goals, develop valuable proprietary brands, create popular and engaging television content, run successful marketing and advertising campaigns and lead organizations to success within the Company’s own and related industries, in our opinion, could lead to a superior long-term outcome for ValueVision shareholders.”

Glass Lewis also concluded:

· “[S]upport for [the Clinton Group] nominees is likely to result in a superior outcome for ValueVision shareholders than what might reasonably be expected from shareholders’ continued endorsement of the incumbents, in light of the Company’s track record for the last five years.”

· “In our view, the Company’s own historical performance, the success of its competitors and the current management team’s aspirational operating targets have each understandably given ValueVision shareholders high expectations which, in our opinion, the Company has yet to meet. In short, we believe the board and management team have overpromised and underdelivered.”

· “While the board now points to a fairly recent and relative short period of outperformance by the Company, we see little justification to emphasize this particular period over any others or to disregard the various [other] periods … past and present, short and long, of significant [total shareholder return] underperformance relative to competitors and broader benchmarks.”

· “By dramatically changing the product mix, emphasizing the development and showcase of more proprietary brands and presenting more compelling and engaging programming, [Clinton Group] believes ValueVision [can] aspire to similar levels of financial performance, shareholder returns and valuations as its rivals enjoy. In our opinion, the [Clinton Group’s] strategic vision for ValueVision is compelling.”

· “[T]he current CEO and executive team, operating from various far-away places during parts of the week, cannot be reasonably expected to produce a substantially new and improved outcome for ValueVision shareholders. Operating in this manner, with a potentially inferior operating plan, even if the management team is successful, [] may simply translate to more of the modest improvements the Company and shareholders have realized to date. In our opinion, in order to achieve the level of success demonstrated by the Company’s rivals and projected by the management team — the type that would yield sustained, superior shareholder returns — the management team needs to be more committed, cohesive and productive than it likely is today operating within such limits.”
· “Overall, in light of the Company’s past performance and an unwillingness of the [existing] board, as a whole, to hold management accountable for repeated performance shortcomings, or to keep up with the competition, as well as evidence of the noted governance issues, we are of the opinion that broad change at the board level is necessary.”

· “Looking at the [Clinton Group’s] slate of nominees, we see a collection of director candidates who possess a well-rounded variety of relevant and successful experiences. … [W]e believe the [Clinton Group’s] nominees represent a strong collection of director nominees who could be expected to, in partnership with a management team headed by a new CEO, implement a strategic plan to realize the [Clinton Group’s] and its nominees’ vision for the Company.”

· Clinton Group “has offered a detailed and comprehensive plan for the Company, one that appears sound and compelling. We also note that the [Clinton Group] has laid out an ambitious strategic and operating plan for the first 90 days following the shareholder meeting, complete with goals and target dates.”

Jennifer Lawrence To Play QVC, We Mean, HSN Star Joy Mangano

June 9, 2014

Holy crap, it’s true: Red-hot star Jennifer Lawrence will be playing a HSN invention queen Joe Mangano in a movie!

HSN CEO Mindy Grossman posted the story from The Hollywood Reporter about the project on Facebook.

http://www.hollywoodreporter.com/news/david-o-russells-miracle-mop-709973?mobile_redirect=false

Lawrence had been rumored to be playing Mangano, but it is apparently a done deal.

Talented director David O. Russell will be teaming up again with Lawrence for “Joy,” which is slated for a release on Christmas 2015, according to the trade newspaper.

However, The Reporter got the wrong network in its story, which said, “The film will tell the story of the Mangano’s transformation from a single mom to a QVC star.”

Whoops!

The script for the movie comes from the same woman who wrote “Bridesmaids.”

ShopHQ, Cinton Group Spar Over Critical Research Report

June 8, 2014

ShopHQ’s dissident shareholders have gotten some support from a third party, but the home shopping network pooh-poohed the report.

The Clinton Group Inc. said Friday that a research firm, ISS Proxy Advisory Services, has recommended yesterday that ShopHQ stockholders support change in the composition of the home shopping network’s board by voting on the GOLD proxy card (namely, Clinton’s nominees) at this year’s annual meeting.

http://finance.yahoo.com/news/iss-recommends-sweeping-board-change-123000319.html

ISS advises about 1700 institutional investors, pension funds and mutual funds across the globe on annual and special meeting votes.

ShopHQ quickly issued its own press release dissing ISS’s findings.

http://shophq.mwnewsroom.com/press-releases/valuevision-strongly-disagrees-with-iss-recommendation-which-demonstrates-iss-s-nasdaq-vvtv-1121834

In its report, ISS noted that Clinton Group had “made a case for change at the board level [and] provided the outline of a strategic plan which appears to address the most significant failures identified in the course of this proxy contest.”

Therefore, ISS recommended that its clients vote for none of the incumbent directors and instead vote for the Clinton Group’s slate.

“We are pleased that ISS recognizes the importance of change at ValueVision (ShopHQ’s corporate name,” Clinton Group President Gregory Taxin said in a canned statement. “ValueVision has a terrific opportunity to build a profitable and valuable business. We believe that new directors can help ensure ValueVision takes full advantage of this opportunity and creates significant value for shareholders.”

ISS’ research report also said:

Clearly, ValueVision is not monetizing its distribution as effectively [as HSN and QVC]. … The disconnect in household monetization appears to be driven by ValueVision’s misaligned merchandise mix, a lack of proprietary brands and outdated programming.

ValueVision has been shifting product mix over the past several years, but the change has been slow and the company missed its own commitments for greater category shift by 2013.

[A]nother factor lowering ValueVision’s per household monetization compared to peers is its product mix that relies heavily on nationally available brands. … A reliance on nationally available brands does not appear to be a long-term viable strategy.”

[L]ooking at the programming [schedule] … it is easy to see why QVC and HSN are attracting more viewers to [their] more differentiated, diversified and engaging content. … [T]he company needs to diversify and create more engaging programming and programming personalities.

In order for ValueVision to generate significant operating leverage off its high percentage of fixed costs, the company needs to increase revenues through improved household monetization.

According to ISS, the Clinton Group “has laid out a plan to create proprietary brands, improve product mix and develop creative programming, which appears needed at ValueVision.”

The company’s annual meeting will be held on June 18.

So what did ShopHQ have to say about all this?

We strongly believe that ISS reached the wrong conclusion in failing to recommend that shareholders elect ALL of ValueVision’s eight, highly qualified director nominees.

We believe that shareholders should seriously question ISS’s report due to numerous material errors and omissions:

In its very first “Key Takeaway,” ISS overstates Clinton’s share ownership by no less than 250%;

ISS fails to disclose that Clinton, during the course of its campaign to take control of ValueVision’s Board, has reduced its ownership position from a peak of 5.9% to 4.0% of the Company’s outstanding shares, according to its latest filings;

Despite acknowledging that ValueVision stock, under the current Board and management team, has outperformed HSN and QVC by 120.6 and 90.7 percentage points respectively, since August 15, 2012, ISS recommends giving 50% of the Board seats to a dissident shareholder that owns only 4% of the Company’s shares, which is substantially less than the Company’s CEO;

ISS incorrectly states that ValueVision has only two proprietary brands, when in fact ValueVision has over 20 proprietary brands, reflecting approximately 25% of total sales, and made this fact clear to ISS;

ISS makes claims for the qualifications of the Clinton nominees it recommends, despite the fact that three of these nominees’ — Messrs. Bozek, Beers and Siegel — most recent experience in eCommerce was leading a startup called Evine that, despite launching more than two years ago, consists of only a single page that lacks any shopping functionality; and

ISS ignores Clinton’s materially dismal performances at other retailers, particularly their most recent experience at Wet Seal, which demonstrates a severe lack of understanding around the basics of retail strategy.

In considering which directors are better qualified to preserve and increase value, shareholders should seriously question ISS’s recommendation to give 50% board control to a dissident shareholder that owns substantially fewer shares than the Company’s CEO, and has been steadily selling down its position since it first publicly announced its campaign. In addition, shareholders should consider that neither ISS nor any of its analysts have any experience in eCommerce or the Company’s business.

We also question the basis for the analysis supporting ISS’s conclusion about “needed change” in proprietary brands, product mix and programming. In fact, revenue from ValueVision’s more than 20 proprietary brands grew 67% in the last two fiscal years, and now represents approximately 25% of our product mix in fiscal 2013.

The ISS report raises questions as to how sharehholders can be expected to rely on an ISS recommendation that, in its very first “Key Takeaway,” materially overstates Clinton’s share ownership.

For the record, as noted in many of Clinton’s and ValueVision’s filings, letters and press releases, Clinton does not, and has never, owned 10% of ValueVision’s shares. This is either an egregious mistake by ISS, or an indication that Clinton is still working in concert with Cannell Capital, which would be a violation of the SEC disclosure rules.

We note that Cannell Capital, which had previously formed a 13-D group with Clinton, filed a letter criticizing the Company earlier this week. Shareholders should question whether ISS is making its recommendation based on flawed facts or on information that has not been disclosed to other shareholders.

The election of Clinton’s nominees could disrupt the progress to date of creating greater value for shareholders, derailing the Company’s progress and momentum. We urge ValueVision shareholders to support the Board that is committed to enhancing value for all shareholders.

For example, ValueVision’s Board and management team have transformed the Company over the past five years through the continued successful execution of ValueVision’s strategy, and are continuing to deliver positive results.

Significantly diversified and broadened its merchandise offerings;

Reduced the average selling price to enable customer growth;

Increased customer count from approximately 754,000 in 2008 to 1.4 million customers now;

Increased net sales by 6% and net units shipped by 28% in the first quarter of 2014 alone;

Reduced the cost per home over the last six years from $1.72 to $1.12;

Dramatically improved the customer experience and satisfaction levels;

Streamlined company-wide operations;

Enhanced fulfillment and customer service capabilities;

Improved the quality of the Company’s TV distribution footprint while significantly reducing the cost; and

Enhanced the stability and flexibility of ValueVision’s balance sheet, resulting in stronger financial performance.

Even ISS acknowledges that ValueVision’s record of delivering shareholder value is superior. Listen to what the independent experts are saying about ValueVision. All sell-side analysts that cover ValueVision have a BUY rating post Q1 2014 earnings1:

“Improvements in recent quarters appear to be driven by greater depth of SKUs in each category, thereby reducing concentration risk in product offerings. Broader product assortments are driving customer growth — YOY customer growth has trended from 7% in Q1, 22% in Q2, 20% in Q3, and 30% in Q4 to 19% in Q1. A bigger customer base increases the likelihood of sustainable long-term revenue growth, which is the driver of VVTV’s decision to lower ASPs by emphasizing products that appeal to a larger audience.” – Dougherty & Company on May 22, 2014

“The company will leverage the sales growth more in F2015 and experience very high earnings growth. We think the long-term investment thesis is intact which is that the company can grow revenue by reducing ASP, increasing transactions and the higher revenue will leverage largely fixed operating expenses leading to strong earnings growth. With ample price appreciation potential to our new price target, we are maintaining our BUY rating.” – Feltl and Company on May 22, 2014

“VVTV reported solid Q1 results… As evidence that the strategy to broaden the merchandise assortment and lower average prices is working, new customer acquisition was up 19% in Q1, paving the way for strong revenue growth in future quarters. ShopHQ has several brands and partnerships slated to launch this year: notably, a partnership featuring Shark Tank’s Mark Cuban that is being worked on for the summer.” – Craig-Hallum on May 22, 2014

“Mobile continues to grow — underscoring this mega trend in consumer behavior. We note that eCommerce sales in total were about 45% of the company’s total revenues, of which 32% (or 14% of the company’s total revenues) were conducted via a mobile device. Mobile strategies put into place last year are paying off in driving penetration via mobile. For this year, the company intends to continue these enhancements aimed at driving customer engagement and purchase frequency.” – Piper Jaffray on May 21.

The Clinton Group pooh-poohed all that.

“I read with interest ValueVision’s press release today in which the Company expresses its view that ISS does not understand the Company or its industry,” Taxin said.

“While shooting the messenger is always tempting, it is completely unwarranted in this instance. The ISS lead analyst, a CFA charter holder and former media and advertising research analyst for Lazard and Citibank, is eminently qualified to understand, and did understand, the issues in this important proxy contest.”

Weed-Loving Willie Nelson Coming To QVC

June 6, 2014

Country music legend Willie Nelson will appear on QVC next Thursday (our sister Karen’s birthday) to pitch his new album, “Band of Brothers.”

The home shopping network will air “Willie Nelson Q Sessions Live” at 8 p.m. on June 12, QVC said Thursday. He’ll be performing songs from his new release as well as his old hits.

QVC will be selling “Band of Brothers,” which will be bundled with “Classic Willie,” a greatest-hits bonus CD compiled especially for the network.

“Not only is Willie Nelson a legend in the music industry, he is also a fan favorite among QVC viewers,” QVC Vice President of Merchandising Ken O’Brien said in a canned statement.

“We are excited to once again offer customers the chance to witness a performance by one of the greatest entertainers of our time, as well as the opportunity to order Nelson’s new album before street date.”

“Band of Brothers,” successor to “To All The Girls…,” which was released last October, is Nelson’s first album in nearly two decades to feature predominantly new, original music.

It has 14 tracks “ranging from reflective to rip-roaring, Band of Brothers is one of Nelson’s most personal albums yet,” according to QVC.

QVC viewers be be able to preview new singles including “Band of Brothers,” “The Wall” and “Wives and Girlfriends,” as well as fan favorites including “On the Road Again” and “Always on My Mind.”

The two-CD set containing “Band of Brothers” and “Classic Willie” will be available beginning June 5.

ShopHQ Execs Accused Of Dining At ‘Fancy Pants’ Restaurant

June 4, 2014

ShopHQ, trying to defeat an effort to oust its management, got a rather unpleasant letter on Tuesday.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9637090&DSEQ=&SEQ=&SQDESC=

Here it is, and remember that ValueVision Media is the corporate name of ShopHQ:

Mr. Randy Ronning
Chairman of the Board of Directors
ValueVision Media, Inc. (“VVTV”)
6740 Shady Oak Road
Eden Prairie, MN 55344

Dear Mr. Ronning,

I once worked for a large bank where I was bemused to observe that the very same officers who insisted on flying first class (at the shareholders’ expense) would compress their own families into “coach” when traveling personally.

It is for this reason that I write to express my outrage that you stiffed
me and other shareholders with a $3,000,000 bill for the six months ending March 31, 2014 for public relations and legal advisors to defend VVTV from the Clinton Group’s request for a special shareholder meeting.

The merit of Clinton’s campaign notwithstanding, did you really need to waste our money like that? Did you ever consider the use of in-house counsel or exercising greater frugality? Some might argue that such flagrant waste might be justified at a $20 billion “Fortune 50″ company.(I would not, however.) The “market” values VVTV at $200 million.

It is always interesting to me to observe how people will behave with Other People’s Money (“OPM”). The disbursement to the High Falutin Predatory Experts(“HFPE”) in the fourth quarter alone was 26 times the entire operating profit for the year 2013. What were you thinking? Concerned shareholders want to know!

After all most of this outlay was to preserve your jobs – benefiting only a miniscule minority of shareholders. In my opinion, you shot yourself in the foot during this contested proxy contest by plainly broadcasting your character and that of the self-serving board of directors.

During its heyday, Bear Stearns Companies, Inc. enjoyed the best operating ratios in the financial services industry – largely due to the scrappy, frugal, shareholder culture promulgated by its short- sleeve wearing, bow-hunting leader – Alan “Ace” Greenberg.

Under separate cover, I am sending you a (used) copy of his Memos from the Chairman which includes a forward by Warren Buffet and these two gems:

“‘Fish stink from the head.’ If the management gives the appearance of being alert and suspicious, the people under you will act accordingly; so our task is simple. Be smart, act smart, be alert, be suspicious, and on guard! The only thing that can stop us from getting richer is stupidity.” – Page 70

“When you are a private enterprise, savings on expenses go to the bottom line. When you are owned by the public, savings still go to the bottom line, but they are in turn magnified by the multiple the stock carries.” – Page 80

Perhaps this book will inspire you and your brethren to do the bold thing – reimburse VVTV for the misuse of company assets for your exclusive benefit.

Best regards!

Sincerely,

J. Carlo Cannell
Managing Member

The letter also had this amusing footnote:

Why do you insist on allocating the lavish cost of the fancy jerk chicken fondue at the fancy pants Redstone American Grill in Eden Prairie when your customers eat walleye at Nye’s Polonaise across the Mississippi?

ShopHQ Seeks Shareholder Support With New Missive

June 4, 2014

ShopHQ has fired back at its dissident shareholders with a new missive to all its shareholders, asking them to keep the current management in place.

The filing was made Tuesday with the Securities and Exchange Commission.

It is late. We are tired. You can check it out.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9637185&DSEQ=&SEQ=&SQDESC=

Should Keith Stewart Get A ‘Mulligan’ At ShopHQ?

June 3, 2014

ShopHQ (also known as ValueVision Media Inc.) and its dissident shareholder group Monday offered dueling stories about how the No. 3 home shopping network is performing.

First, we got a press release from the stockholders who are trying to oust ShopHQ honcho Keith Stewart at the company’s shareholder meeting later this month. Clinton Group President Gregory Taxin wrote this letter to all stockholders.

http://finance.yahoo.com/news/clinton-group-calls-change-valuevision-123500102.html

Here it is, and it’s a doozy.

To Our Fellow Shareholders of ValueVision:

Like you, we are investors in ValueVision Media Inc. (“ValueVision” or the “Company”). We have nominated six independent professionals for the ValueVision Media Board of Directors. Their biographies and their thoughts about the business and its strategy are described in detail on our website, http://www.AddValueAndVision.com, including in a 42-page presentation and five-minute video.

We are enthusiastic believers in ValueVision’s opportunities, and our commitment and belief in the Company’s bright future has only grown as we have performed additional due diligence.

That said, we would like to see the Company ambitiously exploit its ubiquitous cable and satellite distribution by offering proprietary products on air, with programming that is engaging and entertaining. We believe the Company can challenge HSN and QVC with a fresh approach to home shopping – an omni-channel approach – that borrows from the best of television, merchandising and live entertainment. At a minimum, we strongly believe that ValueVision can be a significantly improved version of itself; at best, it can rival HSN for market share and market cap.

In our view, we are unlikely, as shareholders, to see any of this at ValueVision if we collectively allow the current management team and Board of Directors to plod along, contently, as the also-ran, third-place player in this three-company market. Management enjoys a great lifestyle: at least ten senior members of management live 900 miles or more from the office, often jetting in on Monday and out on Thursday (mostly at Company expense), and the Board members pay themselves excessively (twice the average for a company this size), mostly in cash.

No wonder, then, the existing team would appear by their actions to prefer docile shareholders to the pressure of having to develop an ambitious plan, perform consistently, generate sustained profits and, perhaps worst of all, having to work five days every week from the Company’s offices.

We do not believe greatness will likely be borne at ValueVision from modest, incremental improvements, implemented slowly by a partially committed management team. But greatness is possible. We are aware of a multitude of vendors, brands, personalities and celebrities who would like to partner with our nominees at a revitalized ValueVision to create innovative, proprietary products that Americans would be excited to buy, and which they could only buy from ValueVision. We believe combining such exclusive product with inventive and captivating programming (including live events, audience participation opportunities, social media engagement and intriguing on-air personalities) is a formula for leadership in home shopping and eCommerce.

The incumbent management team and Board are opposed to the changes we are proposing and do not believe the Board of Directors needs any new directors. Yet, rather than rely on solid logic or valid analyses to back their instinctual desire to retain control, they have resorted to what we view as shameless factual distortions, contorted timelines and measurement periods and manipulations of data to convince shareholders that all is well. They are not to be believed.

Take, for example, the Company’s recent attempts to brush aside significant stock price underperformance through the creative use of arbitrary endpoints. The fact is that since Mr. Stewart became the Chief Executive Officer, ValueVision stock has significantly underperformed HSN and Liberty Interactive (which owns QVC). The same result holds if one measures from the day Mr. Stewart became the Chief Operating Officer of the Company in August 2008.

The incumbent team would instead have you focus on just the last one year, nine months and eight days, as if the first 1296 days of Mr. Stewart’s CEO tenure were just a probationary period. It is true if one cleverly moves the bookends around a bit – starting the stock price measurement period just after the stock collapsed 75% – the most recent 496 days look pretty good. Of course, the stock has not recovered to its mid-2011 level and trades today at a price roughly half of where it traded twenty years ago (at the end of 1993), but the incumbent team hopes you will just focus instead on the last 21 months and eight days, a period in which the stock price has increased.

There is no escaping management’s actual track record, however. In March 2011 – during a period of Mr. Stewart’s tenure that, with hindsight, is now termed the “strategic alignment” era (apparently to be disregarded by shareholders entirely, as if it never happened) – Mr. Stewart told shareholders on a conference call that he was “very, very confident in our ability to drive shareholder value this year.” Unfortunately, however, Mr. Stewart forgot to tell shareholders that the Company was experiencing an era of “strategic alignment,” and that they should actually wait to buy the stock until the following August 15, 2012, the moment the incumbents now choose to use as their yardstick. And woe to the shareholder who took Mr. Stewart’s March 2011 confidence to heart: that investor lost 71% of their money by year-end 2011 and is still 30% in the hole, today.

There are, we believe, no mulligans in public company stewardship.

We do not believe management and the Board should be able to brush aside its long-running underperformance, ignoring vast periods of time by labeling them in slide decks as “strategic alignment” periods or “survival” eras, or frankly, anything else.

This convenient time-splicing pervades the incumbents’ materials in this proxy fight: The Company compares its present performance alternatively to 2008, 2009, the “trailing twelve months” ending July 2012, August 2012, 2008 and 2011, 2008 and each year through 2013, as well as various permutations of these periods. As noted in our May 28 presentation to shareholders, the Company has admitted in writing that it changed its method for calculating various metrics over these periods and has acknowledged that it has not provided complete, consistently calculated numbers to shareholders. We cannot then verify the numbers or trend lines presented or know whether a more complete picture would present a different impression.

On metrics we know for certain, the performance under the incumbent team has not been laudatory. Today, the Company generates less revenue per home in which its programming is available than in any year from 1999 to 2008. This is true even as both HSN and QVC have grown their per-home productivity significantly. The management team has missed its own projections for revenue, profit margins, operating cash flow, profit and product mix repeatedly and often by a wide, wide mark. In January 2010, for example, Mr. Stewart proclaimed that the Company would generate revenue of $1.1 billion by 2014. Instead, analysts do not believe the Company will produce even $700 million of revenue this year.

We believe we know why. The current business plan – focused as it is on selling widely available, “distinctive national brands” with a programming format that is reminiscent of the 1990s and a monotonous and repetitive schedule (last week Invicta watches were sold during half of all primetime programming hours) – is tired.

We are convinced that if a potential customer sat through any part of the five straight hours of Invicta watch selling that was on ValueVision’s air last Monday from 7 pm to midnight and decided she wanted to buy an Invicta watch, she almost surely would have gone to the Web to search for lower prices. When we performed a simple Google search for “Invicta watches”, Google showed us six retailers (Sears, The Watchery, Amazon, InvitcaWatch.com, Overstock and Zales) that sell Invicta watches, all of which appeared above “ShopHQ” in the search results. Other well known retailers such as JCPenny, Kohl’s and Macy’s also show up on the first Google search results page as selling Invicta watches. Sears and Amazon each sell more than 500 styles of Invicta watches on their websites.

How does ValueVision ensure that the marketing it is doing on behalf of Invicta (or any of the other “distinctive national brands” such as Gucci, Versace and Ferragamo) translates into a purchase from ValueVision? We do not believe it can. (It is also not clear that the “distinctive national brand” model is sustainable given what we know about these brands’ reluctance to allow ValueVision to promote freely their brands and products on social media and elsewhere.)

In short, without proprietary brands – like the ones developed successfully by HSN and QVC – ValueVision is using its precious airtime to evangelize brands and products that consumers can purchase elsewhere, often at lower prices. Our airtime is being used to help Sears, Amazon, Overstock, Macy’s, Kohl’s, JCPenny and Zales. Such a model is not a recipe for success, in our view.

Neither is selling “distinctive” goods with a fuzzy, standard definition picture or doing so in staid television studios with generic programming. HSN and QVC have moved beyond this – offering live concerts, “red carpet” events and major personalities and celebrities to draw audience.

It is no wonder to us, then, that the incumbent team and the current business model has failed to generate more revenue per home. ValueVision has been stubbornly stuck at $7 per year per home for the entire tenure of the current Chief Executive Officer, while HSN is at $24 per year per home and QVC is well north of $50. Slow improvements by a sojourning management team will not close this gap any time soon.

That is why we believe it is time for a new Board of Directors and a new, more ambitious business plan. The independent professionals we have nominated have deep industry experience, having served as top executives at HSN and QVC and in the retail, entertainment and television businesses. They have considered carefully the strategy of the Company and have put together a detailed plan for how to grow the Company’s business significantly and create shareholder value. That plan is available in the presentation on our campaign website, http://www.AddValueAndVision.com. It involves creating proprietary brands that can be marketed exclusively on ValueVision’s ShopHQ with engaging and diverse programming that will captivate and entertain viewers. The idea is to marry the best of the entertainment, eCommerce and television worlds.

But the incumbent management team and directors are having none of this. They believe the current team and business plan will, given enough time, work out well for shareholders. Perhaps they believe there will be a wave of interest in Invicta watches timed perfectly with an Internet outage.

To convince shareholders to stick with the current plan and team, the incumbents have contorted, in our view, their own record and are now also misstating and manipulating the record of our nominees. Our nominees, as noted, bring substantial experience as Chief Executive Officers and other C-suite executives in the home shopping, retail, entertainment and television businesses. It is, in our view, a testament to the incumbents’ desperation that they claim, with seemingly straight faces, that a slate made up of such talented people is “weak” and does not have relevant “experience or expertise.”

Really? The former CEO of HSN has nothing to add to the market-share losing, third-place home shopping network? The former President and CFO of HSN, has nothing to add? The former head of marketing for QVC? The Emmy-award winning producer of some of television’s most successful shows? The former CEO of Sony Music Entertainment, who has relationships with leading and emerging celebrities and personalities? The former President and Chief Merchant of Saks?

The incumbents supposedly believe our independent nominees constitute a “weak slate” with nothing to add (and have no “relevant” experience), yet the incumbent directors find themselves worthy of reelection. Shocking. So, while our nominees have no “relevant” experience, the incumbents support instead the election of a former insurance company executive, an Internet ad sales executive, the CFO of a health care information technology company (which was recently delisted for failing to produce financial statements on time), and a former auditor and technology company CFO.

Ah, but the incumbents note that each sitting director has “media related public board experience.” But the only such experience they have is on the board of ValueVision Media itself. Similarly, the incumbents say they each have “multi-channel retail experience” because they each sit on the board of ValueVision Media. So, for example, the former CFO of a company that provided “workforce optimization software” is, ipse dixit, more qualified to serve on the ValueVision Board – and has more “relevant” experience – than the former CEO of HSN, the Company’s key competitor. By this same standard, anyone presently on the Board would be well qualified because, well, he would be on the Board. This is a complete tautology not worthy of serious consideration.

The incumbents also selectively criticize the public board experience of our nominees. Left out of their analysis (and highly misleading table of stock price returns), however, is the board experience of Tommy Motolla (sic The Clinton Group misspelled the name of its own board nominee, it is Mottola not Motolla) and Mark Bozek. This is not a coincidence. The stock price returns of the boards on which Mssrs. Motolla and Bozek have sat have outperformed the market significantly. Do the incumbents fairly present that data for shareholders to consider? No. Instead, faced with these inconvenient facts (i.e. facts that do not fit the incumbents’ preferred story line), the incumbents simply left those boards off their slide and out of the performance table.

It is nothing short of misleading for the Company to say the “nominees have exhibited dismal track records” while intentionally leaving out the companies that performed well. It is also misleading to show an “average” stock return that only averages the worst performers. (Also, ask yourself: Did the incumbents provide a table of stock returns for the other companies on which the incumbents serve as directors? They did not. I bet you can guess why. If you find stock returns of other companies to be relevant to your vote, I encourage you to look at the returns at Interpublic Group, Local.com, Jones Group and Patterson Companies during the board tenure of the incumbent Board nominees.)

The incumbents also take aim at Clinton Group. Such an attack is really beside the point: We are not proposing to put one of our people on the Board or to set the strategy for the Company. Instead, we have nominated six independent professionals to join this Board. They, not us, will help set strategy and oversee operations and they have provided a detailed description of their thoughts and plans. This election is about the alternatives for the Board and not about us.

That said, the incumbents use highly misleading charts and statistics to denigrate our firm’s track record and reputation. The fact is that in the last five years, our activist fund has made 17 investments in consumer-facing (retail and restaurant) companies. Since the date of our first investment into each of those companies through last Friday, the companies in which we invested returned twice the return of the Russell 2000. The same is true of the five companies (of those 17) in which we have nominated individuals for (or otherwise sought) board seats.

What, then, of the charts and words used by the incumbents in an attempt to make our track record appear poor? Take, for example, the treatment of our investment in Dillard’s. The incumbents display in their presentation the stock returns for Dillard’s until the end of 2008.

We all remember how that year ended (including at ValueVision, whose stock was down 94% that year). Many of the directors we supported for the Dillard’s board of directors in 2008, including one we specifically identified and recommended, remain on the Dillard’s board, contributing to shareholder value, to this day. Since the end of 2008, Dillard’s stock is up 24 times.

Funny how the incumbent ValueVision directors find a way to criticize our efforts at Dillard’s even though the stock has wildly outperformed ValueVision (and the market) over this period. We note that since our Schedule 13-D filing at Dillard’s on January 29, 2008, Dillard’s total return for shareholders has been +535% while ValueVision is down 26% over the same period.

We are disappointed that the incumbents – fiduciaries for the shareholders – appear willing to use arbitrary cut off dates (in analyzing their own track record and ours), shift comparison periods between analyses, intentionally omit data to skew averages and make seemingly self-serving determinations about who is able to contribute to the Board. We wish the incumbents would debate us on the facts and merits of our proposals instead.

We believe the Company can be better and we hope you think so too.

We are thrilled for the support of the employees and vendors who have called us and indicated they are sending in their GOLD ballots. The Company they describe from the inside is one with a dysfunctional management structure and a troubling lack of vision, but one with immense, latent potential. They want change. So do we.

Don’t be fooled by fallacious arguments and numerical manipulation. ValueVision today has an enterprise value equal to one-tenth of HSN and one-fiftieth of QVC. The stock is off 33% so far this year. We do not believe it has to stay this way. Our nominees have a detailed plan that is described fully in our presentation (on pages 27 to 32), which is available on our campaign website. We encourage you to review it and our definitive proxy statement before you vote.

If you too think ValueVision can be better than it is, please vote on the GOLD card and vote for our nominees.

Thank you for your consideration,

Gregory P. Taxin

ShopHQ’s current management, under siege, then filed papers with the Securities and Exchange Commission “in order to set the record straight on the Clinton Group’s misleading and self-serving assertions,” it told the regulatory body.

The home shopping network went point by point disputing The Clinton Group’s claims and criticism.

http://shophq.mwnewsroom.com/getattachment/317dc12e-e1c1-4a8b-a716-3d4ac504cea9/ValueVision-Supplemental-Investor-Presentation-Ref

ShopHQ claims that its strategy is working and, for example, that it has developed many successful proprietary brands, despite The Clinton Group’s claims to the contrary. Check it out, and you decide.

ShopHQ Mourns Death Of Host Mike Davidson, Who They Let Go

May 30, 2014

Talk about being disingenuous and hypercritical: ShopHQ posted a note about former host Mike Davidson, who suddenly passed away. Remember, these are the same folks that abruptly let him go!

ShopHQ is saddened to hear of the passing of former host, Mike Davidson. He was a member of the ShopHQ family for 13 years, and shared his life with so many of you. Our thoughts and prayers are with his family and friends. He will be missed.

Thanks to Lisette Gabler for posting, “Nice of you to write this but you should be ashamed of yourselves for firing him.”

Former ShopNBC Host Mike Davidson Has Died

May 30, 2014

We’ve got some sad news folks: Former ShopNBC host Mike Davidson has passed away.

We got the news via Facebook, as Davidson’s former colleagues at what is now ShopHQ and his friends posted the word.

This is from Laura Duffek:

My very dear friend Mike Davidson passed away yesterday. Many of you may remember him from Valuevision and ShopNBC. His partner and love of 12 years Caron was with him and we spoke very early this morning. She asked that I let everyone know and although FB doesn’t seem nearly appropriate, he deserves to be remembered and thought of today.

DAVIDSON

Mike was a constant friend and at the most difficult of times he always called and said ‘You know I love you like a sister.’ My heart breaks for all of us close to him and especially Caron, his sweet daughter Kira, his Mom and sisters.

I can’t believe I won’t talk to you again..I miss you. A memorial will be held with arrangements to be posted soon. — with Mike Davidson Voice-overs.

Former ShopNBC host Shawn Wilse also posted about Davidson’s death.

We always thought that Davidson was a classy guy, and he was so young to have passed. According to Facebook, he was doing voiceovers as a job.

https://www.facebook.com/BIGMIKEDAVIDSON

What is particularly sad is that his daughter Kira has posted on his Facebook page, saying, “I miss you daddy.”

Davidson’s widow posted this nine hours ago.

To all people who know Big Mike Davidson, my love, life, best friend for the past 12 yrs. My name is Caron, i dont use facebook, using Mikes phone.

Its with total shock and grief to tell you all that late this afternoon Mike passed away suddenly, possibly from something related to his heart, still waiting to know. So sorry to post this. When services are arranged, i will post again to let everyone know.

JTV Quiz Will Tell You Your Jewelry Style

May 29, 2014

Those sly pusses at Jewelry Television have something new up their sleeves: a “Jewelry Love” style quiz.

In a press release Wednesday, JTV said that “the interactive quiz is a brand new approach in response to consumer trends towards more personalized shopping experiences.” Okey-dokey.

The quiz is now online now at jtv.com/stylequiz.

The answers to a “few quick questions instantly reveal a signature jewelry style personality, with hand-selected pieces to match,” according to JTV.

We came out Upscale Urban, by the way. Other categories include Boho Chic, Brilliant Bombshell and Class Act.

“We strive to stay in tune with our shoppers and consumer trends,” JTV Vice President of Marketing Jill Johnson said in a canned statement.

“The ‘Jewelry Love’ style quiz has redefined a visit to our website as a more personal, experiential shopping adventure. It offers a higher level of individualization. By taking our quiz, a shopper will get immediate results with her own style personality. Ultimately, we’ve created a way to bring all her favorite pieces to one page.”

JTV’s Jewelry Fest, June 2 to 8, offers will offer an opportunity for homeshoppingistad to put their ‘Jewelry Love’ style quiz results into action.

“JTV will feature a comprehensive array of colors, textures and cuts – all in one dynamic week – so that fans can discover additional pieces that reflect their signature jewelry style personality,” the network said.

JTV also announced its Jewelry Fest Escape Sweepstakes. You can enter June 2 to July 31 at jtv.com/escape for a chance to win a trip for two and a $1,000 JTV jewelry wardrobe.

The total prize package is valued up to $7,600. The winner will choose from one of four luxurious destinations including Napa, Paris, Las Vegas and Costa Rica.

HSN’s Heidi Daus Does Dragons For ‘Maleficent’

May 26, 2014

Yesterday the New York Daily News did a two-page spread called “Getting Into Character” in its style section. It was a pictorial of clothes, jewelry and other accessories inspired by movie, cartoon and comic book characters.

HSN got a shout-out because the layout had a photo of a Heidi Daus “Maleficent Dragon” necklace based on the movie, which comes out this week and stars Angelina Jolie.

http://www.nydailynews.com/life-style/character-gallery-1.1805255?pmSlide=1.1805252

(FYI for the rockhounds out there: We read that the movie’s creators had contact lens designed for Jolie that would mirror the shimmering hues of labradorite — its yellows, greens and blues.)

We looked up the necklace on HSN.com, and its price is now $330. Its official name is “Alluring Interlude.” Daus, of course, is fellow resident of Montclair, N.J.

http://www.hsn.com/products/heidi-daus-alluring-interlude-3-row-drop-necklace/7373005

Heidi Daus “Alluring Interlude” 3-Row Simulated Pearl Crystal Dragon-Designed Drop Necklace

Take a break from reality. This fantastical drop necklace looks like it came right out of a fairytale. Reminiscent of the costumes from Disney’s Maleficent, this crystal-covered design is wickedly glamorous.

Here’s the description:

Three rows of individually knotted, gray glass simulated pearls
Bold, flying dragon-designed drop covered in pavé-set, round multicolor crystals
Bezel-set pear and marquise-cut crystal accents
Textured metalwork scales
Tail extends upwards
Gray simulated pearl charm dangles at the bottom under a pavé crystal-encrusted 2-tiered cap
Rectangular end bars lined with pavé-set round crystals

Crystal Information
This piece contains Montana-, vintage rose-, smoked topaz-, cyclamen opal- and metallic blue-color crystals

ShopHQ Sees 6 Percent Sales Gain In First Quarter

May 21, 2014

This may not be good news for ShopHQ’s dissident shareholders: The No. 3 home shopping network had a pretty good first quarter.

ShopHQ’s net sales in the first quarter rose 6 percent to $160 million, boosted by strong customer demand in fashion, accessories and beauty, health & fitness.

That compares to the 1 percent increase that QVC saw, to $1.3 billion, and the 1 percent dip that HSN experienced, to $544.5 million.

You can see ShopHQ’s slide show for Wall Street analysts on this link:

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9612961&DSEQ=&SEQ=&SQDESC=

Gross profit dollars increased 5 percent to $60 million in the quarter, while gross profit as a percent of sales remained strong at 37.6 percent, compared to 37.7 percent in the year-ago period.

ShopHQ’s adjusted EBITDA was $6 million, flat compared to a year ago, as the company’s sales and gross profit improvements were offset by investments in channel positioning within TV distribution costs.

In addition, net shipped unit volume increased 28 percent over the same quarter last year, resulting in higher variable costs to support this growth.

ShopHQ’s first-quarter adjusted net income was $2 million, or three cents a share. That compares to the year-ago period’s adjusted net income of $1 million, or two cents a share.

In its press release, the network said that its strategic focus on building its ShopHQ customer base yielded solid gains, as total customers purchasing over the last 12 months rose 22 percent to a record 1.4 million.

Customer growth was driven by the company’s ongoing focus of broadening its merchandise offerings as well as strategically lowering its average price point, which decreased to $76 in the quarter compared to $93 in the same quarter last year, according to the release.

These changes support continued customer growth and increased purchase frequency, which rose 9 percent in the quarter over the same period last year, the statement said.

“We are pleased with our Q1 results, which marked the 8th consecutive quarter of sales growth and positive adjusted EBITDA,” ShopHQ CEO Keith Stewart said in a canned statement.

“We continue to make progress in growing revenue and gross profit while repositioning our product assortment,” he said. “Our success in achieving increased customer growth and a lower average price point at strong margins accelerated throughout Q1 and should provide us with positive momentum for the second quarter.”

Stewart’s lieutenant also had a few words.

“Our balance sheet condition remains strong,” EVP & CFO William McGrath said.

“We ended the first quarter with $27 million in cash and restricted cash compared to $31 million at the beginning of the year. Net use of cash includes $5 million in working capital and $3 million in capital expenditures partially offset by the Company’s positive adjusted EBITDA results in the quarter. In February, we increased our PNC credit facility from $50 million to $75 million. This $25 million increase will facilitate the 2014 expansion of our warehouse distribution facility to support anticipated growth.”

Keith Urban Sells Record 22,000 Guitars On HSN

May 21, 2014

Beating his own record, no pun intended, Grammy winner and “American Idol” judge Keith Urban returned to HSN Sunday to sell more than 22,000 guitars, the home shopping network said Wednesday.

The too-cute country music star, who is married to actress Nicole Kidman, bested his previous record of 20,000 guitars. That mark was set during his sellout debut on HSN last November.

You gotta love Urban and Kidman. We recently read an interview with Kidman, and she said she often travels on the road with Urban. One of their favorite fast-food spots is Wendy’s. Can you imagine walking into a Wendy’s and seeing those two!

Keith Urban on HSN

Keith Urban on HSN

Most recently on HSN, Urban was hawking his limited edition “Light The Fuse” and “Phoenix” Urban guitar packages.

Urban introduced his “Light The Fuse” guitar series on Sunday as part of his Urban line of guitars.

“In true Keith fashion, the music mega star took a moment from his record-setting day for a surprise impromptu jam session with adoring fan Tori Fuson at HSN’s studios,” HSN said in a press release. “The two posed for photos and Keith ended the session by autographing her Urban guitar.”

Oy! Joy Mangano, president of HSN affiliate Ingenious Designs, chimed in.

“Keith’s ability to inspire people through music and encourage them to find their own song is simply amazing,” Mangano said in a canned statement. “I am thrilled to congratulate Keith on yet another tremendous appearance on HSN and am excited to work with him on the next phase of this incredible musical journey.”

The “Light The Fuse” limited edition series was inspired by Urban’s chart-topping album “FUSE” and “Light The Fuse” tour, which kicked off last year.

The “Light The Fuse” Collection features two versions of the “Light The Fuse” guitar — all wood electric or acoustic-electric — and comes in five gorgeous flame maple burst color ways – Brazilian, Ebony, Brazilian Blonde, Cherry Red and Teal Burst.

It is part of a 21-piece set that includes a powerful 15 watt amplifier; extra set of comfort coated strings; carrying case; signature guitar picks; and a double-lesson DVD.

The DVD features Urban personally walking you through one-on-one lessons. The complete package, with double-lesson DVD, is part of his mission to bring music into the lives of others and “inspire and help you to discover the creativity that will set you on your musical journey.”

HSN Readies National Campaign For Habitat For Humanity

May 21, 2014

It’s nice to hear that HSN is doing good.

HSNi Cares, the philanthropic arm of HSN’s parent company, on June 1 will launch a national campaign to support of Habitat for Humanity International. The network, by the way, is breaking ground on its fourth Habitat for Humanity of Pinellas County home this month.

HSN, Ballard Designs, TravelSmith and Improvements “will promote Habitat’s vision of a world where everyone has a decent place to live,” according to a press release Wednesday.

Customers of these brands will be able to make a donation in support of the campaign when buying online or by phone from June 1 to 30.

“At HSNi, we strive to create a culture of generosity, where creative people who are passionate about what they do have a way to give back, not only to our local community, but to causes that impact women and families everywhere,” our buddy Bill Brand, chief marketing and business development officer for HSN Inc., said in a canned statement.

“We are excited to build on the strong partnership we forged with Habitat by introducing our first national campaign in support of the tremendous work the organization does with families worldwide,” he said.

As part of the campaign, on June 6, HSNi Cares and Improvements Cares will team up and make a donation of $3 an item for select Improvements products sold on HSN.

When customers purchase these items on their HSN credit card, the donation will be doubled to $6. Additionally, Ballard Designs and TravelSmith will work to raise awareness for Habitat among their customers and raise funds for the organization.

HSN employees each receive two days of paid time off for community service annually. Since 2010, employees have volunteered more than 2,000 hours to help build four houses for Habitat for Humanity.

Kate Somerville’s QVC TSV Is One Big Defective Dud

May 20, 2014

It looks like other QVC shoppers that picked up the recent Kate Somerville Today’s Special Value were as disappointed — and pissed off — as us. The damned dispenser doesn’t work! Talk about one big dud!

Somerville, skin expert for the Hollywood stars, recently offered a “dual-phase” serum at the TSV. It included Vitamin C “matrix” and an omega skin serum in side-by-side chambers, each with it own pump to dispense the stuff.

http://www.qvc.com/Kate-Somerville-Mega-C-Dual-Phase-Serum-Auto-Delivery.product.A259789.html?sc=A259789-Targeted&cm_sp=VIEWPOSITION-_-8-_-A259789&catentryImage=http://images.qvc.com/is/image/a/89/a259789.001?$uslarge$

The idea was to pump both dispensers at the same time to get equal amounts of both treatments to put on your skin every night. We ordered it on auto-delivery, and we were excited to get it.

The first time we tried to use it, only the Vitamin C lotion came out, not the skin serum. We thought maybe we just weren’t pushing that other pump hard enough.

So we tried it the next night, and again, nothing came out of the skin serum dispenser. The next day we called QVC customer service and said the item was defective and we needed to return it. The rep asked if we wanted a refund or a replacement, and we opted for the replacement.

We hope that wasn’t a mistake, because we later checked the customer reviews on the Somerville product and it seems we we’re the only ones with a shoddy dispenser. Where the hell was quality control with this item?

Here are some of the comments:

“Returning this item. Very disappointed. Dispenser design needs to be trashed and taken back to the drawing board.”

“I was very excited and hopeful this seemed to be such a great product. My high hopes were brought down when I got the item. The pump doesn’t work well at all. You have to keep pumping to get a little bit of product out and never at the same time as the other side as they don’t ever work at the same time. For such a pricey product I expected better :(“

“I have used this once. Worked fine, now one side will not dispense any product! Where is the quality control on this product? It is going back and I don’t think I should be responsible for return shipping costs.”

“Didn’t get to try as one side pump did not work out of the box. Returned and will try another one. It sounds like the product would be very nice so looking forward to trying. If the replacement bottle is defective, will return and not try again.”

“Had to return because one side pump didn’t work. too expensive to risk replacing. just returned so don’t know if product works.”

“I read all of the other reviews and was surprised that everyone had the same problem. I don’t know why I buy Somerville’s products – like the original packaging of Exfolikate which didn’t work, neither does this one. I get the ‘yellow’ or the retinol side, but it’s almost like the other side is totally empty! I too will send it back!”

“Oy. Same problem as other people seem to be having – one of the pumps is broken. Very frustrating. I am going to return it, of course, but meanwhile I ordered another one, so that I can get it faster. I hope the second one works… I have high hopes for this stuff.”

“Opened box first day and only one side of the pump worked. Disappointed! Sending back will not reorder.”

“I was so excited to try this product. However, after pumping a long, long time only one side pumped out a tiny bit. I returned the product and I hope the replacement product works perfectly.”

“The pumps on my bottles didn’t work either. So I was unable to try this product. When I read about this problem I figured I’d just pump each one separately unfortunately no matter how I tried either together or separately and no matter how many pumps I gave this I couldn’t get anything out. Back it goes.”

Do you see a theme here? We hope our replacement works.

‘New York Housewive’ LuAnn de Lesseps Bows Line On ShopHQ

May 18, 2014

Another refugee from a Bravo “Real Housewives” show has launched a clothing line on a home shopping network.

We missed it this afternoon, but Countess LuAnn de Lesseps of “Real Housewives of New York City” debuted her line on ShopHQ. It was her birthday, by the way.

http://www.shophq.com/SearchM/Default.aspx?&prop=Apparel%20%26%20Accessories|277&prop=The%20Countess%20Collection|4279&icid=Z1-_-B-_-Apparel.MFDayCountessCollection.051714

The “Countess Collection” from the reality TV star featured dresses, pants and jackets, all supposedly under $70.

NeNe Leakes of “Real Housewives of Atlanta” will be bowing her fashion collection soon on HSN.

ShopHQ’s Dissident Shareholders Plead Their Case In Slick Video

May 15, 2014

ShopHQ’s dissident shareholders, hell-bent on ousting the home shopping network’s CEO Keith Stewart, have taken a very unusual step. They have launched a website featuring a video of their nominees for ShopHQ’s board.

The Clinton Group has nominated six people — including several TV veterans — to be ShopHQ’s directors and is soliciting votes for them at the company’s June 18 meeting.

The video and Clinton Group’s other proxy materials are available at http://addvalueandvision.com. Take a gander.

The Clinton Group nominees for ShopHQ’s board include former HSN CEO Mark Bozek, who does most of the talking during the video.

Another nominee who we once interviewed in our prior life at Multichannel News, reality TV king Thom Beers, does his pitch with one of the Emmys he won during his career sitting in front of him. Beers is now CEO of FremantleMedia North America, the producer of “American Idol” and “America’s Got Talent.”

Board nominee Tommy Mottola, described as “the iconic former Chairman and CEO of Sony Music Entertainment,” also eloquently talks and appears in the video. He is the ex-husband of diva Mariah Carey.

The nominees Ron Frasch, the former President and Chief Merchandising Officer of Saks Fifth Avenue; Bob Rosenblatt, the former President of HSN and Tommy Hilfiger and CFO of Bloomingdale’s; and Fred Siegel, the former SVP of marketing at QVC, are also in the video picture.

“We believe ValueVision can be a great and highly profitable business, and one that creates tremendous value for shareholders,” Clinton Group President Gregory Taxin said in a statement Wednesday. “We encourage all ValueVision shareholders to read our materials and watch the video at http://www.AddValueAndVision.com.”;

Along with the definitive proxy statement, The Clinton Group will soon be mailing this cover letter to ShopHQ shareholders.

We are investors alongside you in ValueVision Media Inc. (“ValueVision” or the “Company”). We believe the Company has a terrific collection of assets that can be operated in a way that creates significant shareholder value. We are seeking to replace a majority of the current directors of the Company to foster a new vision and strategy for ValueVision that we believe can help us all by generating sustained profits and share price appreciation.

We believe the Company and Board of Directors are not doing enough with the Company’s assets and that the current Board suffers from a lack of ambition. Reading the Board’s recent letters and proxy statement, we cannot help but conclude that the current directors are very content with the Company’s market position and financial performance. The Board touts, for example, that the Company is now losing less money each quarter than it once did. Color us unimpressed. The current Board has declared victory while the Company languishes as a declining, third-place market share player in a three-company market.

In our view, five years into the tenure of the Chief Executive Officer, Keith Stewart, the Board should only be satisfied by consistent profitability and sustained value creation for shareholders. Instead, doing slightly less bad is seemingly enough.

Not for us. We are disappointed by the performance of the Company and its leadership team.

ValueVision stock trades today at approximately one-third the average price for which it traded during the ten years prior to Mr. Stewart’s tenure. The Company is valued by the stock market at a mere tenth of HSN and a thirtieth of QVC. And, while ValueVision stock has moved sideways since January 2010, HSN and QVC have generated significant value for their stockholders, including substantial and growing profits.

The current Board seems to focus exclusively on the stock performance during the first eleven months of Mr. Stewart’s tenure, from the financial crisis low in January 2009 to a rebound in December 2009. While it is true that ValueVision’s stock price bounced off its bottom of mere pennies per share during the period of the financial crisis, so too did the stocks of scores of other companies. Since then, however, ValueVision’s stock price has been essentially flat. For how long will the Board allow Mr. Stewart to produce no returns for stockholders just because the stock recovered from its financial-crisis bottom in the back half of 2009?

With respect to the fundamental financial performance of the Company, the Board appears satisfied with declining losses, though we know that shareholders cannot survive on losses, no matter how small. And how disappointed must Mr. Stewart be? After all, Mr. Stewart himself declared confidently that he could grow the business into a $1.1 billion revenue generator, producing more than $12 of sales per year on average in each home in which the Company’s programming was available. Mr. Stewart repeatedly stated this goal in 2009, 2010 and 2011. And, frankly, by many measures this was a rather modest goal: HSN generates $24 of sales per year per home, and QVC substantially more. Even ValueVision itself generated more than $10 of sales per home in every fiscal year from 1999 to 2007.

But, alas, Mr. Stewart did not achieve his financial performance goals. Or come close. Last year, the Company generated just $640 million in revenue, or $7 in sales per home, 40% below his own target. Moreover, fully five years after Mr. Stewart was put in charge, and despite his repeated predictions of operating cash flow margins in double digits, the Company continues to lose money.

While HSN and QVC have increased revenue, sales per home, gross profit and EBITDA in the United States compared with their pre-recession levels, ValueVision is a diminished version of its former self; on all these critical metrics, ValueVision is performing worse than it did in 2006. It is no wonder, then, that the stock has not recovered to its 2006 year-end level of $13. Or even half that.

Yet, the Board says it is satisfied and that we (and you) should be too. Well, we are not.

We are, more precisely, gravely disappointed by the Company’s record of losing money in 20 out of the last 21 quarters. We do not equate losing less money with success and we are concerned about a stock price that has not recovered to even half of its pre-recession level. We are worried about the lack of a plan to reverse these trends or, seemingly, even a recognition of the need for change. And, we are disappointed in the Chief Executive, who has missed his own stated goals by a wide mark and has been lapped by the industry leaders, who continue to grow their share through innovation. (We note that Mr. Stewart missed the Company’s target performance by such a wide mark in three of his five years as CEO that he failed to earn any annual incentive bonus in those years.) If Mr. Stewart and the Board have a vision for break-out performance and distinguishing the Company from its recent history or its competitors, we have not heard it.

We think losing money every quarter while the stock price moves sideways calls for a hands-on, energetic management team with a detailed turnaround plan. Instead, the Company’s Board permits no fewer than nine of the senior officers (including the President, the Chief Operating Officer, the Chief Financial Officer and the Chief Merchandising Officer) to literally “phone it in” one or two days per week while they “work” from their homes, many more than 1000 miles from the Company’s headquarters. Since when do million-dollar-per-year executives only have to show up for work a few days a week? Is it possible that the Company has not achieved Mr. Stewart’s own goals or stemmed the loss of market share because the executive team is not in Minneapolis, working with their direct reports, vendors, on-air talent and the finance team consistently, Monday through Friday?

We fear this lackadaisical approach to corporate management is, sadly, just part of the problem. The bigger issue is that the Board and executive team do not have a strategy to break the pattern of under-performance.

We do. We believe this situation calls for new directors with deep industry experience and judgment.

The Clinton Group has therefore nominated six independent professionals to serve on the Board of ValueVision. None of these nominees is an employee of the Clinton Group, nor does any have any other tie to our firm. They each do have notable and relevant backgrounds and together can form the backbone of a fresh new Board, implementing what we believe is a plan for success. We trust that these nominees will serve the interests of all shareholders.

QVC Posts 1 Percent Revenue Gain In First Quarter

May 8, 2014

QVC squeaked by with a slightly better first quarter than HSN. At least the No. 1 home shopping network generated a revenue gain, up 1 percent to $1.3 billion, the company reported Thursday.

QVC attributed its performance to primarily “a result of strength in all categories except electronics,” according to a press release. MMMMMM — maybe we’ll be seeing more jewelry now!

In contrast, HSN saw its net sales drop 1 percent in the first quarter, to $544.5 million.

“We achieved solid first quarter results, with the U.S. market expanding profitability in the midst of a difficult retail environment,” QVC President and CEO Mike George said in a canned statement.

“We attribute part of this to QVC’s high-quality, differentiated product offering and our ability to know what customers want, when they want it. We look forward to bringing this expertise, as well as our engaging multi platform shopping experience, to the French market.”

The average selling price per unit (“ASP”) at the domestic home shopping network increased 1 percent from $60.51 to $60.89 and units sold increased 1 percent compared to the prior-year first quarter.

Returns as a percent of gross product revenue increased by 106 basis points due to higher rates in electronics, home and accessories.

In the same period, eCommerce revenue increased 8 percent to $590 million and grew to 45 percent from 42 percent as a percentage of total U.S. revenue.

Adjusted OIBDA increased 3 percent to $301 million and adjusted OIBDA margin increased 63 basis points in the first quarter. Adjusted OIBDA margin increased primarily due to higher product margins.

Overall at QVC, including its international networks, its consolidated revenue increased 1 percent in the first quarter to $2 billion. During the same period, adjusted OIBDA increased 2 percent to $412 million and operating income remained flat at $260 million.

QVC Sets May 15 Investor Webcast

May 8, 2014

QVC and Liberty Interactive will webcast an investor meeting for the home shopping next Thursday, with presentations beginning at 10 a.m., the companies said Wednesday.

During these presentations, observations may be made regarding the company’s financial performance and outlook.

The presentation will be broadcast live via the Internet.

All interested persons should visit the Liberty Interactive Corp. website at http://www.libertyinteractive.com/events to register for the webcast. An archive of the webcast will also be available on this website for 30 days after any appropriate filings have been made with the SEC.

ShopHQ Dissidents Bash Improved Comp, Severance For CEO

May 6, 2014

ShopHQ’s dissident shareholder group lobbed another shot at the home shopping network’s current management, its CEO Keith Stewart and the compensation they are all getting paid.

As we have already written, The Clinton Group has put up its own slate to replace ShopHQ’s current board at the company’s annual meeting. Needless to say, the home shopping network has asked its shareholder to reject the upstart group’s candidates.

In a regulatory filing Monday, the dissidents took another stab at rallying stockholders to their side.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9572163&DSEQ=&SEQ=&SQDESC=

In addition to ousting Stewart, The Clinton Group is asking shareholders to nix any raises or golden parachutes for current management.

In its proxy, the dissident said, “The Company’s current $7 revenue production per home significantly lags behind that of HSN and QVC, the Company’s principal rivals, who generate $24 and $60 of revenue, respectively, per American home in which their programming is available, according to the Company’s latest Management Presentation.”

Here’s what The Clinton Group has to say about Stewart’s pay and that of his team:

Since the end of Fiscal Year 2010, the Company’s Named Executive Officers (the “NEOs”) have collected nearly $14 million in compensation, while the Company lost $78 million and the stock price has been flat. The Index, by comparison, has increased nearly 45% during this period.

The Company continues to pay for many of its senior officers and for four of its NEOs to travel from their homes to Minneapolis, in many cases more than 1000 miles, to work for the Company. Each of these Named Executive Officers have worked for the Company for many years and, in our view, should be living near the Company’s offices to dedicate sufficient time to their jobs.

By continuing to provide commuting expense reimbursement, the Board has encouraged these senior officers to remain domiciled far away from the Company’s operations and has provided no incentive for them to move. These commuting expenses also continue to grow; the expenses for three of the officers have nearly doubled in the last two years.

We are also disappointed that soon after Clinton provided notice of its intention to nominate directors to the Board, the incumbent directors significantly enhanced the employment and severance packages for the executive officers.

Among other things, the Board modified the Chief Executive Officer’s employment agreement to provide him with full vesting of all restricted stock and option awards and provide that “all performance units and other performance-based incentives shall be deemed earned at 100% of the target” upon the mere election of a new board (and even if Mr. Stewart remains in his position).

For the rest of the executive team, the Company significantly enhanced the severance arrangements – though the March 2014 Form 8-K claimed that the new severance plan merely “formalizes [then] existing guidelines” – such that the executives are now entitled to eighteen months of salary, bonus and COBRA payments (previously, the policy was for 12 months of just salary and COBRA payments) if they are terminated within 24 months (previously, the policy was 12 months) of a “change in control”, which is defined to include a significant change in the composition of the Board.

We believe these expensive, enhanced employment and severance arrangements are not in the interests of shareholders, do not align the interests of management with shareholders and serve to make it more expensive to shareholders to elect board representatives of their own selection.


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