Activist Investor May Take ValueVision Dispute To Court

ValueVision denied investor Clinton Group’s request for a special meeting in January and has instead scheduled the meeting, one at which shareholders may vote on Clinton’s proposals, for March.

The Clinton Group continues to pursue its effort to oust ValueVision Media’s CEO and some board members and is now threating possible legal recourse.
The New York-based investment group previously requested a special shareholders meeting to discuss its proposal—which it announced in late October—to replace ValueVision CEO Keith Stewart, along with the majority of the company’s directors and board members, who Clinton alleges are mismanaging the company and causing it to “dramatically under-perform” its rivals.
ValueVision, which sells everything from jewelry to consumer electronics to beauty treatments on its website and television channel, on Friday announced that it had rejected Clinton’s demand for a special shareholder meeting in January and has scheduled the meeting for March 14 instead. (ValueVision brands itself as “ShopHQ,” a moniker that replaced its well-known “ShopNBC” brand name in May.)
On Friday, ValueVision reiterated its previous stance that setting a meeting in January would not be in the best interests of the company’s shareholders, as it would interfere with its “vital” holiday season retail efforts. It also argued that there were “deficiencies” in the demand letter, and said deficiencies require Clinton to submit a new letter. It also contended that Clinton “does not hold a sufficient percentage of the company’s shares to satisfy the required thresholds for demanding a special meeting.”
Clinton, which previously held about 5 percent of ValueVision’s stock, recently joined with fellow hedge fund Cannell Capital, and together they hold more than 10 percent of ValueVision’s shares.

According to public documents filed by ValueVision, the company states that a shareholder group must hold 25 percent or more of the company’s shares to call for this type of special meeting.
Clinton claimed that it does in fact hold the required amount of shares and that the “deficiencies” that ValueVision discovered were “trivial.”
“There is no dispute that we own and can vote more than 10 percent of ValueVision’s shares, which is what is required under Minnesota law to call a special meeting of shareholders,” wrote Clinton. “[And] the only deficiency in our voluminous submissions appears to be a missing digit on a zip code. Instead of focusing on creating value for all shareholders, it is clear the board would prefer to delay this meeting as long as possible.”
After disputing ValueVision’s denial of Clinton’s voting power, the investor group threatened a legal battle: “Our lawyers will be in touch on this technical point and, if you so demand, we will have it adjudicated by a court,” Clinton said.
Clinton’s most recent letter called the company’s choice to delay the meeting “shameful” and its alleged deficiencies “hogwash.” That letter follows another sent in early November with similarly dramatic language, when Clinton accused ValueVision of “surreptitious” actions.
A ValueVision representative declined to comment on Clinton’s most recent letter.
Shares of ValueVision’s stock were trading up about 2 percent at $5.33 following the announcement Monday. Late Tuesday morning the stock was up 2.5 percent at $5.39.