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): October 7, 2019
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)
(952) 943-6000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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 | Nasdaq Capital Market |
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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On October 7, 2019, the Compensation Committee of the Board of Directors of iMedia Brands, Inc. (the “Company”) amended the terms of the Company’s annual incentive plan for its Chief Executive Officer, Tim Peterman, and Chief Financial Officer, Michael Porter. The annual incentive plan was initially approved in March 2019, Mr. Peterman was appointed CEO on May 2, 2019, and Mr. Porter was appointed CFO on May 27, 2019. In light of the Company’s financial performance prior to their appointments, and to appropriately incent the new management team, the Compensation Committee determined to amend the annual incentive plan to modify the adjusted EBITDA goals and to change the measurement period. Under the revised incentive plan, Messrs. Peterman and Porter are eligible for annual cash incentives up to 100% and 40% of their respective annual base salaries, and the amount of annual cash incentive received will be solely based upon the Company’s achievement of specified adjusted EBITDA goals.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 11, 2019 | iMedia Brands, Inc. | ||
By: | /s/James Spolar | ||
James Spolar Senior Vice President, General Counsel and Secretary |