Current Report Filing (8-k)
March 27 2018 - 7:17AM
Edgar (US Regulatory)
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): March 22, 2018
EVINE Live Inc.
(Exact name of registrant as specified
in its charter)
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Minnesota
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001-37495
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41-1673770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On March 22, 2018, the Board of Directors
(the “Board”) of EVINE Live Inc. (the “Company”) elected Alex Spiro to the Company’s Board for a
term expiring at the Company’s Annual Meeting of Shareholders in 2018 (the “2018 Annual Meeting”). Mr. Spiro
was elected pursuant to the Company’s cooperation agreement (the “Agreement”) with Clinton Group, Inc. dated
March 19, 2018, which was previously described in a Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on March 19, 2018. Mr. Spiro has been appointed to serve on the Corporate Governance and Nominating
Committee of the Board.
Mr. Spiro is currently a partner at the
law firm of Quinn Emanuel Urquhart & Sullivan LLP, having served in that capacity since November 2017. Prior to that, Mr. Spiro
was an attorney at Brafman & Associates in New York City since July 2013. From 2008 to July 2013, Mr. Spiro worked as
a Manhattan prosecutor. Mr. Spiro is a graduate of the Harvard Law School where he is an adjunct faculty member.
For his service as a non-employee member
of the Board, Mr. Spiro will participate in the non-employee director compensation arrangements in effect during his period of
service. For his service on the Board up until the 2018 Annual Meeting, Mr. Spiro will receive a pro rata portion of the applicable
cash compensation described in the Company’s proxy statement for its 2017 Annual Meeting of Shareholders, which was
filed with the SEC on May 4, 2017. On March 26, 2018, in connection with Mr. Spiro’s initial election to the Board, Mr. Spiro
also received 14,930 restricted stock units under the Company’s 2011 Omnibus Incentive Plan (the “Plan”), which
will vest in full on the date immediately preceding the date of the 2018 Annual Meeting and are subject to the terms and conditions
set forth in the restricted stock unit award agreement approved for grants under the Plan and previously filed with the SEC. There
are no related person transactions involving Mr. Spiro that are reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr.
Spiro’s appointment to the Board is furnished, but not filed, as Exhibit 99.1 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT INDEX
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: March 27, 2018
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EVINE Live Inc.
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By:
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/s/
Andrea M. Fike
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Andrea M. Fike
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General Counsel
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