UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2022
iMedia Brands, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | | 001-37495 | | 41-1673770 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices) (Zip Code)
(952) 943-6000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| Common Stock, $0.01 par value | IMBI | The Nasdaq Capital Market, LLC |
| 8.50% Senior Notes due 2026 | IMBIL | The Nasdaq Capital Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As reported below in Item 5.07, on June 14, 2022, the shareholders of iMedia Brands, Inc. (the “Company”) approved an amendment to the Company’s Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of common stock to a total of 40,000,000 shares (the “Amendment”). The Amendment, which was included as Proposal No. 4 in the Company’s proxy statement for its 2022 Annual Meeting of Shareholders filed with the Securities and Exchange Commission, became effective on June 14, 2022 upon filing of Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Minnesota.
A copy of the Articles of Amendment as filed with the Secretary of State of the State of Minnesota is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Fifth Amended and Restated Articles of Incorporation reflecting the Amendment is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its 2022 Annual Meeting of Shareholders on June 14, 2022 (the “Annual Meeting”). Set forth below are the final voting results, as reported by the inspector of elections for the Annual Meeting. For more information about the proposals, please see the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 18, 2022.
The proposal to elect eight persons to serve as directors on the Company’s Board of Directors until the next annual meeting of the shareholders resulted in the following votes:
| Nominee | | Votes For | | | Withheld | |
| Michael Friedman | | | 12,814,500 | | | | 571,078 | |
| Landel C. Hobbs | | | 12,450,959 | | | | 934,619 | |
| Jill Krueger | | | 12,411,239 | | | | 974,339 | |
| Eyal Lalo | | | 13,200,901 | | | | 184,677 | |
| Lisa A. Letizio | | | 13,040,760 | | | | 344,818 | |
| Timothy A. Peterman | | | 13,198,726 | | | | 186,852 | |
| Darryl C. Porter | | | 13,115,582 | | | | 269,996 | |
| Aaron P. Reitkopf | | | 13,040,267 | | | | 345,311 | |
The eight nominees set forth above were elected to the Company’s Board of Directors and will serve as directors until the Company’s next annual meeting or until their respective successors are duly elected and qualified. There were 5,627,534 broker non-votes related to the foregoing proposal.
The 2021 compensation of the Company’s named executive officers was approved, on an advisory basis, by the following votes:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 13,025,320 | | | | 354,643 | | | | 5,615 | | | | 5,627,534 | |
| 3. | Re-approval of Shareholder Rights Plan |
The proposal to re-approve the Company’s Shareholder Rights Plan was approved by the following votes:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 12,975,640 | | | | 405,880 | | | | 4,058 | | | | 5,627,534 | |
The Shareholder Rights Plan will expire on the close of business on the date of the third annual meeting of shareholders following this Annual Meeting, unless the Rights Plan is re-approved by shareholders at that third annual meeting of shareholders.
| 4. | The amendment to the Company’s Fourth Amended and Restated Articles of Incorporation to increase the authorized shares of common stock was approved by the following votes: |
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 18,603,228 | | | | 390,571 | | | | 19,313 | | | | 0 | |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 14, 2022 | iMedia Brands, Inc. |
| | | |
| | By: | /s/ Timothy A. Peterman |
| | | Timothy A. Peterman |
| | | Chief Executive Officer |
