COMMITTED TO STRONG CORPORATE
GOVERNANCE
AND
SHAREHOLDER
STEWARDSHIP
9
Subject
Clinton Groups Claim
The Facts
Special
Shareholder
Meeting
[Clinton Groups] Special Meeting request
was rejected on pretense, because of a
dropped digit on a zip code
Then, a second request was rejected
because we did not openly disclose three
years of compensation information about our
portfolio manager
As Clinton Group is well aware, Clinton Groups requests for a
Special Meeting contained multiple substantive omissions and
incomplete information
ValueVision fully engaged with the Clinton Group and exchanged
multiple correspondence in an effort to bring their request into
compliance with ValueVisions By-laws, which Clinton Group failed
to do
Despite Clinton Groups failure to comply with our By-laws, we
scheduled a Special Meeting for March 14, 2014 to give
shareholders an opportunity to vote on Clinton Groups
proposals, only to have Clinton Group abandon their proposals
on February 3, 2014
Director
Compensation
ValueVisions Board compensation is higher
than its significantly bigger peers and a higher
percentage of compensation is cash
Median
Director compensation for
companies with a market capitalization below
$1 billion is $125,260
(1)
By contrast, ValueVisions Board members
earned an
average
of $221,231 in 2013
Clinton Group conveniently, and inaccurately, compares a median
to an average in its materials, a meaningless comparison
Directors compensation is directly related to their extensive service
on key committees
Median base Board compensation is in-line with the figures
cited by Clinton, with additional compensation tied to Board or
committee leadership or extensive committee involvement
(1)
Frederic
W.
Cook
&
Co.,
2013
Director
Compensation
Report
December
2013.
ValueVision is Committed to Strong Governance and Shareholder Accountability
ValueVisions Board compensation is higher
than its significantly bigger peers and a
higher percentage of compensation is cash
Median
Director compensation for
companies with a market capitalization below
$1
billion
is
$125,260
(1)
By contrast, ValueVisions Board members
earned an
average
of $221,231 in 2013
Despite Clinton Groups failure to comply with our By-laws,
we scheduled a Special Meeting for March 14, 2014 to give
shareholders an opportunity to vote on Clinton Groups
proposals, only to have Clinton Group abandon their
proposals on February 3, 2014
Median base Board compensation is in-line with the figures
cited by Clinton, with additional compensation tied to Board
or committee leadership or extensive committee involvement
Clinton Group conveniently, and inaccurately, compares a median
to an average in its materials, a meaningless comparison
Directors compensation is directly related to their extensive
service on key committees
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