ValueVision rejects proxy advisory report

  • Article by: PATRICK KENNEDY , Star Tribune
  • Updated: June 6, 2014 - 9:06 PM

After advisory firm ISS supported throwing out the company’s board, ValueVision moved to defend itself.

ValueVision Media Inc. on Friday criticized a proxy advisory firm that sided with activist investors who want to oust its management.

Institutional Shareholder Services on Thursday recommended that shareholders of the Eden Prairie-based company vote against all current board members at the firm’s annual meeting on June 18. ISS instead recommended support for four of the six directors that Clinton Group, a New York-based investment fund, have put forth for the board.

ISS also questioned strategic decisions at ValueVision, best known for the ShopHQ cable shopping channel and website that until recently was branded as ShopNBC. The advisory firm said ValueVision hasn’t moved as swiftly as rivals like QVC to change its product mix and improve customer engagement.

“We strongly believe that ISS reached the wrong conclusion,” ValueVision said in a statement. It questioned the analysis from which ISS recommended change in ValueVision’s brands, product mix and programming. And it said that ISS ignored Clinton Group’s weak history in retailing.

Meanwhile, Clinton Group issued a statement that praised the ISS report. “We believe that new directors can help ensure ValueVision takes full advantage of this opportunity and creates significant value for shareholders,” Gregory Taxin, president of Clinton Group, said in the statement.

The firm last fall disclosed a stake in ValueVision and said it had lined up a number of shareholders who wanted new directors and management. ValueVision rebuffed the firm’s request for a special shareholder meeting, setting up the showdown at its regular annual meeting later this month.

The two sides have been sending new information to shareholders, and alerting the Securities and Exchange Commission of it, on a near-daily basis in recent weeks. Since late April, ValueVision and the Clinton Group have filed 29 amended proxy statements. On Friday, each side filed one.

“It certainly is expensive in terms of money and management distraction,” said Kathleen Wailes, a senior strategist at Levick, a Washington, D.C., firm that also advises companies on proxy votes.

The ISS recommendation could be pivotal in the ValueVision battle. “It can be overcome by management,” Wailes said of ISS’s influence. “But it does it make it more difficult to win the proxy contest.”

The four board nominees from Clinton that ISS recommended are Thomas Beers, Mark Bozek, Robert Rosenblatt and Fred Seigel. ISS withheld a recommendation on Clinton nominees Ronald Frasch and Thomas Mottola.

New York-based ISS also made news last week when it recommended that Target Corp. shareholders oust seven of its 10 board members at that company’s June 11 annual meeting to hold them accountable for the data breach and other problems at the Minneapolis-based retailer.

Patrick Kennedy • 612-673-7926

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