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): August 6, 2020
 
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.	
 
(b) On August 6, 2020, Benoît Pierre François Jamar voluntarily resigned from his position as a director of iMedia Brands, Inc., effective as of the same date.
 
(d) On August 11, 2020, our board of directors elected Darryl Craig Porter to the board for a term expiring at our 2021 annual meeting of shareholders. Mr. Porter will also serve on our audit committee.
 
Mr. Porter, age 58, founded and has served as the chief executive officer of Iconic Spectrum since 1996. Iconic Spectrum is a brand licensing company focused on creating compelling media content, distribution partnerships and experiential events to monetize brands. Prior to founding Iconic Spectrum, he was the chief executive officer of Underworld Entertainment, a production company developing and producing feature films, soundtracks and artist albums, from 1993 to 1996. From 1989 to 1993, Mr. Porter served as the senior vice president, business affairs & production, for Tribune Entertainment Company, the syndication and entertainment arm of Tribune Company. Mr. Porter brings to the board significant executive, operational and creative experience, particularly in television and film production and the entertainment and brand licensing industries.
 
For his service as a non-employee member of the Board, Mr. Porter will participate in the non-employee director compensation arrangements in effect during his period of service. For his service on the board through the 2021 annual meeting of shareholders, Mr. Porter will receive a pro rata portion of the applicable cash compensation described in the Company’s proxy statement for its 2020 annual meeting of shareholders, which was filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2020. Pursuant to the non-employee director compensation plan, in connection with Mr. Porter’s initial election to the Board, Mr. Porter will receive a pro-rated portion of the director equity compensation. Pursuant to the non-employee director compensation plan, the annual award would typically be $65,000; however, our board reduced that by 50% for awards during our 2020 fiscal year. Therefore, Mr. Porter’s award will be $29,917 in restricted stock units (the “RSUs”) under the Company’s 2020 Equity Incentive Plan. The RSUs will be granted two business days following the Company’s earnings press release for the second quarter of fiscal year 2020 and will vest in full on the earlier of July 13, 2021 or the date immediately preceding the date of the 2021 annual meeting of shareholders. Additionally, the RSUs are subject to the terms and conditions set forth in the restricted stock unit award agreement approved for grants under the plan, which was previously filed with the SEC. There are no related person transactions involving Mr. Porter that are reportable under Item 404(a) of Regulation S-K.
 
A copy of the press release announcing Mr. Porter’s election to the Board is furnished, but not filed, as Exhibit 99.1 hereto.
 
Item 9.01.	Financial Statements and Exhibits.	
 
 	(d)	Exhibits	
 
EXHIBIT INDEX
 
No.	 	Description	 	
99.1	 	Press release dated August 12, 2020.	

 
 
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: August 12, 2020	iMedia Brands, Inc.	 	
 	 	 	 	
 	By:	/s/ TIMOTHY A. PETERMAN	 	
 	 	Timothy A. Peterman
Chief Executive Officer & Interim Chief Financial Officer	

 

Exhibit 99.1

 
iMedia Brands Appoints Darryl Porter to its Board of Directors
 
MINNEAPOLIS, MN – August 12, 2020 – iMedia Brands, Inc. (NASDAQ: IMBI) has appointed Darryl Porter to its board of directors, effective August 11th, 2020.
 
Mr. Porter is a proven media executive with over 30 years of diversified business and creative experience in television, film and music. He is the CEO of Iconic Spectrum, a licensing company that specializes in monetizing African American icons like Miles Davis and George Duke across all forms of media. Prior to Iconic Spectrum, Mr. Porter served as CEO of Underworld Entertainment, a Disney-affiliated, feature film production company. During his tenure, Underworld developed notable films such as “Dead Presidents” and “Menace II Society.” Earlier in his career, Mr. Porter was VP, Business Affairs at Tribune Entertainment. He began his career at the law firm of Schuyler, Roche & Zwirner, specializing in securities litigation and sports and entertainment law. Mr. Porter holds a Juris Doctor from the University of Illinois College of Law.
 
“I’m very pleased Darryl has agreed to join iMedia’s board,” said Landel Hobbs, chairman of iMedia Brands. “We are accelerating our growth as a leading interactive media company, and it’s critical we have a seasoned entertainment executive like Darryl on the board who can immediately impact our growth strategies and our marketplace opportunities.”
 
Commenting on his appointment, Darryl said, “I am excited to be part of iMedia and I look forward to helping the teams continue to build a culture of entrepreneurial spirit and passionate innovation that engages customers’ imaginations, interests and needs. Today’s shifting media landscape requires that kind of effort and skill, and I look forward to contributing.”
 
Mr. Porter fills a board vacancy created by Benoît Jamar’s resignation last week. Commenting on the departure, Hobbs said: “On behalf of the iMedia board, we appreciate Benoît’s service and contributions to our business and wish him well in his future endeavors.”
 
About iMedia Brands, Inc.
iMedia Brands, Inc. (Nasdaq: IMBI) is a leading interactive media company that manages a growing portfolio of niche television networks, niche advertisers and complementary media services in North America. Its brand portfolio spans multiple business models and product categories and includes ShopHQ, Bulldog Shopping Network, Float Left Interactive, J.W. Hulme and iMedia Media Services. Please visit www.imediabrands.com for more investor information.

 

 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This document may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact, including statements regarding the ShopHQHealth network launch and our beliefs regarding the marketplace opportunity for health and wellness products and services are forward-looking. The Company often use words such as anticipates, believes, be more optimistic, estimates, expects, intends, seeks, predicts, hopes, should, plans, will and similar expressions to identify forward-looking statements. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): variability in consumer preferences, shopping behaviors, spending and debt levels; the general economic and credit environment, including COVID-19; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales and sales promotions; pricing and gross sales margins; the level of cable and satellite distribution for the Company’s programming and the associated fees or estimated cost savings from contract renegotiations; the Company’s ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom the Company has contractual relationships, and to successfully manage key vendor and shipping relationships and develop key partnerships and proprietary and exclusive brands; the ability to manage operating expenses successfully and the Company’s working capital levels; the ability to remain compliant with the Company’s credit facilities covenants; customer acceptance of the Company’s branding strategy and its repositioning as a video commerce company; the ability to respond to changes in consumer shopping patterns and preferences, and changes in technology and consumer viewing patterns; changes to the Company’s management and information systems infrastructure; challenges to the Company’s data and information security; changes in governmental or regulatory requirements; including without limitation, regulations of the Federal Communications Commission and Federal Trade Commission, and adverse outcomes from regulatory proceedings; litigation or governmental proceedings affecting the Company’s operations; significant events (including disasters, weather events or events attracting significant television coverage) that either cause an interruption of television coverage or that divert viewership from its programming; disruptions in the Company’s distribution of its network broadcast to customers; the Company’s ability to protect its intellectual property rights; our ability to obtain and retain key executives and employees; the Company’s ability to attract new customers and retain existing customers; changes in shipping costs; expenses related to the actions of activist or hostile shareholders; the Company’s ability to offer new or innovative products and customer acceptance of the same; changes in customer viewing habits of television programming; and the risks identified under Item 1A(Risk Factors) in the Company’s most recently filed Form 10-K and any additional risk factors identified in its periodic reports since the date of such Form 10-K. More detailed information about those factors is set forth in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this announcement. the Company’s is under no obligation (and expressly disclaim any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
 
Contacts:
 
Investors:
Gateway Investor Relations
Cody Slach
IMBI@gatewayir.com
(949) 574-3860
 
Media:
press@imediabrands.com
(800) 938-9707