ShopHQ’s D-Day With Dissident Shareholders Is March 14

ShopHQ’s battle with a group of dissident shareholders, who want to unseat the shopping network’s current management — including CEO Keith Stewart — will come to a head March 14.

That’s when the network, whose corporate name is ValueVision Media Inc., has set a special shareholder meeting to vote on some the The Chinton Group’s proposals, which include ousting most of the channel’s board and essentially taking control of the company.

ShopHQ filed a proxy statement it is sending out to its stockholders, asking them to vote down the The Clinton Group’s, with the Securities and Exchange Commission Friday.

You can read all the dirty details here.

But here is some of the dish here, where ShopHQ tells its shareholders, “The future of ValueVision is in your hands.”

“Your Board of Directors is deeply committed to the Company, its shareholders and enhancing shareholder value,” ShopHQ says in its proxy statement.”

Keith Stewart in happier days

Keith Stewart in happier days

Company officials defended their track record at the home shopping network.

“We have focused on four key growth drivers: (1) broading and diversifying our product mix with a compelling assortment of national brands and proprietary products; (2) increasing our visibility to customers by expanding and optimizing our TV distribution platform; (3) growing our customer base through new customer acquisition, and increased purchase frequency and retaining existing customers reflecting improvements to overall customer experience; and (4) being a Watch & Shop Anytime, Anywhere experience through continued enhancements to our internet and mobile platforms,” ShopHQ said.

ShopHQ then went on to criticize The Clinton Group.

“In the Board’s opinion, the Shareholder Group’s proposals are not in the best interests of ALL shareholders of the Company, but rather were made in furtherance of the Shareholder Group’s own interests. If the Shareholder Group, a minority group of shareholders beneficially owning approximately 9.8% of the Company’s shares, were to succeed in this proxy contest, then the Shareholder Group’s nominees would control over 80% of the seats on your board.”

“The Shareholder Group has not offered to purchase a controlling interest in the Company nor offered to pay the Company’s shareholders any control premium for the privilege of having the Shareholder Group’s nominees control your board. For these reasons, among others, the Board is soliciting proxies against the Shareholder Group’s proposals.”

In November The Clinton Group went after ShopHQ’s management, criticizing the progress, or lack thereof, of, of the No. 3 home shopping network.

In a nutshell, the group is looking to replace a good number of the network’s with its own crew, which includes some rather notable people, including Mariah Carey’s ex-husband, music mogul Tommny Mottola; he-man reality TV producer Thom Beers; and ex-HSN CEO Mark Bozek.

According to ShopHQ’s SEC filing, Stewart received $1.566 million in compensation in fiscal 2013.

We’ll see how this plays out.


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4 Responses to “ShopHQ’s D-Day With Dissident Shareholders Is March 14”

  1. Michael Aiden Says:

    I’m certain its much worse than you can image in Eden Prairie!

  2. Anne Says:

    Finally some news! Most of the employees at Shop HQ are under the impression from management that the Clinton Group was a non-issue – that the vote would not be happening. They have not been kept informed at all! Many are hopeful that a change could occur.

    This pending vote explains a lot. Things have been more stressful than normal for employees. Management is making constant changes that make no sense and then place blame when things fail. Freethinking is not allowed. Many are in constant fear for their jobs. They just try to execute and keep their heads down. Believe me when I tell you that no one wants to incur the wrath of certain people in charge and going to Human Resources is not an option. At one point a department head seemed to be removed from their responsibilities due to many complaints about their inappropriate management style. That person disappeared for some time only to reappear many months later creating even more havoc.

    It was shocking to me to see your comment concerning Keith’s compensation from ShopHQ. I know it is public knowledge but I don’t think many were aware. If you take his salary along with Carol Steinberg and the rest of senior management it makes sense why they are not making a profit as a company. I think most people know that the adjusted positive EBITA that Keith talks about does not mean profitability. I believe that this is the highest paid executive team that this network has ever had and the size of the company does not warrant it. Sales are still only a fraction of what they were from the previous management team.

    I’m also not sure what Keith means when he says that he has diversified the product mix. I think we all know that they are still depending on watches and jewelry. Most of the new items that are brought in just don’t seem to work.

    I hope that someone pays attention to this comment and starts to check out what is really happening at ShopHQ behind the scenes.

  3. Queen Celeste Says:

    A fascinating story. I was also intrigued by Anne’s comments, as the inside scoop is always good to know. I hope ShopHQ can get back on the right track. I’ve been shopping with them since the first year of ValueVision. There were many golden years (literally, with previous prices of gold!), great hosts, wonderful jewelry. I look forward to the outcome in March. (A day before the Ides of March!)

  4. Abigail Says:

    Wow, that’s going to be one shareholders meeting for real, and, its a stock I would not touch, all one has to do is look at what they sell, watches and other odd ball stuff in what I assume is limited numbers, because a sell out seems to be a couple of thousand units, and, they the show hosts and models, all can go other than Connie, whose just fun and of course the new overnight repeats osf said odd ball stuff, watches that are sold in retail stores in any medium sized city and for less, repeats to save money?.

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