Dissident ShopHQ Stockholders Call Meeting Delay ‘Shocking’

Why doesn’t this surprise us: ShopHQ’s dissident shareholder group has rejected the home shopping network’s “shocking” attempt to delay a special shareholder meeting until March,


In a letter Monday, The Clinton Group Inc., which owns more than 10 percent of the outstanding stock of ValueVision Media Inc., namely ShopHQ, told the company’s chairman it won’t go for a postponement of the special meeting it called for.

The dissident group is calling for the ouster of ShopHQ CEO Keith Stewart and most of the company’s board.

In its letter, The Clinton Group noted that ShopHQ contacted it in a bid to get a voluntary delay of the special meeting two weeks ago.

When Clinton Group rejected the home shopping channel’s request for such a delay, the network announced that it had discovered trivial “deficiencies” ā€“ such as a missing digit on a zip code ā€“ in Clinton Group’s 150+ page submission, the dissident shareholders said.

In a press release last Friday, ShopHQ claimed these deficiencies allow it to ignore binding Minnesota law and set a special meeting whenever the board desires.

“This is a shocking disregard for shareholder rights,” said Gregory P. Taxin, President of the Clinton Group.

“There is no dispute that we own and can vote more than 10 percent of ValueVision’s shares, which is what is required under Minnesota law to call a Special Meeting of Shareholders,” he said. “The only deficiency in our voluminous submissions appears to be a missing digit on a ZIP code. Instead of focusing on creating value for all shareholders, it is clear the Board would prefer to delay this meeting as long as possible. There is simply no justification under Minnesota law for ignoring our demand or the schedule dictated by the binding law.”

The Clinton Group also claimed that ShopHQ has now essentially admitted that its board is inadequate and that it needs to find additional directors in an “accelerated” process.

The shareholder group called for the board to install the independent nominees that Clinton Group has already recruited (including the former CEO of HSN; the former CFO and President of HSN; the former Senior Vice President of Marketing for QVC; Sony Music’s former CEO, Tommy Mottola; Charming Shoppes’ former CEO; a media investment banker; and Fremantle N.A.’s CEO) and to “call off the lawyers, investment bankers, publicists, proxy solicitors, investor relations professionals and executive recruiters.”


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