Clinton Group Reveals Details Of Proxy Fight With ValueVision

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Activist hedge fund the Clinton Group (not to be confused with the Clinton Foundation), has stepped up its campaign against ValueVision Media Inc (NASDAQ:VVTV) management, naming six nominees for the ValueVision board on the recently launched Add Value & Vision website.

The Clinton Group’s lineup includes Thomas D. Beers (CEO of FremantleMedia N.A., Inc., the U.S. production division of global media giant FremantleMedia Ltd), Mark Bozek (former CEO of the Home Shopping Network), Ronald Frasch (operating partner at private equity firm Castanea Partners, principal of the recently founded consultancy Ron Frasch Associates), Thomas Mottola (founder of multimedia, branding, and consulting firm The Mottola Company Inc), Robert Rosenblatt (CEO of Rosenblatt Consulting LLC), and Fred Siegel (founder, Fred Siegel Partners).

Clinton Group proposes bylaw changes to clear the way for its nominees

In addition to the list of six nominees for the ValueVision Media Inc (NASDAQ:VVTV) board, the Clinton Group has four proposals that it wants shareholder support for at the next annual shareholder meeting scheduled for June 18. The first is a preventative measure – repealing any bylaws put into effect since September 2010 when bylaws were filed with the Securities and Exchange Commission. This simply prevents management from a last minute change to the bylaws that would frustrate the other proposals that the Clinton Group is sponsoring.

Next, the Clinton Group wants to repeal a bylaw that allows a majority of ValueVision Media Inc (NASDAQ:VVTV) board members to remove other directors with a simple majority vote. “We think directors elected by the shareholders should not be pressured to be popular among their fellow directors,” the Clinton Group writes on its campaign website. This bylaw may be out of the ordinary, but Clinton Group clearly doesn’t want its own directors to be removed should they be elected by shareholders.

The Clinton Group wants shareholders to ratify Deloitte as ValueVision Media Inc (NASDAQ:VVTV)’s external auditor, a fairly uncontroversial move that shouldn’t get much pushback from management. There has been some research showing that ratifying auditors makes companies less likely to issue financial restatements (one example from Accounting Today), and there’s almost no argument against the practice.

ValueVision board increased severance in response to proxy fight

Finally, Clinton Group wants shareholders to vote down ValueVision Media Inc (NASDAQ:VVTV)’s management compensation plan.

“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 hedge fund writes.

The Clinton Group also takes issue with commuting expense reimbursement, sometimes for officers who live more than a 1000 miles away from ValueVision Media Inc (NASDAQ:VVTV), arguing that after sitting on the board for so many years they should be living closer to the company so that it’s easier to focus on their job. After the Clinton Group named its proxy list, the board the severance package for several executives from 12 to 18 months of salary and COBRA payments (plus a bonus that hadn’t been included before) if any of the executives are terminated within 24 months of significant change to the board’s composition. The Clinton Group wants to gain a measure of control at ValueVision, and they don’t want to give away so much money in the process.

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