SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Under Rule 14a-12 |
ValueVision Media, Inc.
(Name of Registrant as Specified In Its Charter)
Clinton Relational Opportunity Master Fund, L.P.
Clinton Relational Opportunity, LLC
Channel Commerce Partners, L.P.
GEH Capital, Inc.
Clinton Special Opportunities Master Fund, Ltd.
Clinton Group, Inc.
George E. Hall
Thomas D. Beers
Mark Bozek
Ronald L. Frasch
Thomas D. Mottola
Robert Rosenblatt
Fred Siegel
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| þ | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act |
| Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| 5) | Total fee paid: | |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
| filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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| 4) | Date Filed: |
On June 10, 2014, Clinton Group, Inc. and its affiliates (collectively, "Clinton") posted an additional reference to an article in the “Press” section of www.AddValueAndVision.com. A copy of the additional reference is filed herewith as Exhibit 1. Set forth in Exhibit 2 are excerpts from such print media that either repeat, paraphrase or refer to statements made by Clinton or Okapi Partners (Clinton’s proxy solicitor) relating to Clinton’s solicitation of proxies from shareholders of ValueVision Media, Inc.
EXHIBIT 1
PRESS
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Activist Wins Key Support to
Oust Board of ShopHQ Parent
June 9, 2014
New York Post
| READ MORE |
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., CLINTON RELATIONAL OPPORTUNITY, LLC, GEH CAPITAL, INC., CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD., CHANNEL COMMERCE PARTNERS, L.P., CLINTON GROUP, INC., GEORGE E. HALL (COLLECTIVELY, "CLINTON") THOMAS D. BEERS, MARK BOZEK, RONALD L. FRASCH, THOMAS D. MOTTOLA, ROBERT ROSENBLATT AND FRED SIEGEL (TOGETHER WITH CLINTON, THE "PARTICIPANTS") AND/OR CERTAIN AFFILIATED PARTIES HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF VALUEVISION MEDIA, INC. (THE "COMPANY") FOR USE AT THE COMPANY'S 2014 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION BY THE PARTICIPANTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV/. IN ADDITION, OKAPI PARTNERS LLC, CLINTON'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL FREE AT (855) 305-0857.
ADDITIONAL INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY CLINTON ON MAY 13, 2014 AND IN THE DEFINITIVE ADDITIONAL MATERIALS ON SCHEDULE 14A FILED BY CLINTON ON MAY 22, 2014 AND JUNE 6, 2014. THESE DOCUMENTS CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
EXHIBIT 2
Activist wins key support to oust board of ShopHQ parent
By Richard Morgan
June 9, 2014 | 2:23pm
“It’s unusual for proxy advisors to recommend that investors replace even half a board, as ISS did — much less a majority of the board, as Glass Lewis did,” said Bruce Goldfarb, the president of Okapi Partners, the proxy-solicitation firm representing Clinton Group.
The hedge fund’s president, Greg Taxin, has been exchanging barbs with ValueVision ever since and, in a June 2 letter to shareholders, attacked its management not only for underperformance but for “a great lifestyle.”
“At least 10 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),” he wrote.
Taxin also dismissed ValueVision’s merchandising strategy for its ShopHQ network as hopelessly outdated — “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.”
Clinton Group’s Taxin, when reached by phone, seemed more amused by ValueVision’s rebuttal than impressed.
“It was hysterical,” he told The Post, “in both senses of the word.”