ValueVision Media Notifies Clinton Group That Special Meeting Demand Is Deficient

ValueVision Media Notifies Clinton Group That Special Meeting Demand Is 
Deficient 
Schedules March 14, 2014 Special Meeting of Shareholders; Board Forms
Committee to Evaluate Director Nominees 
MINNEAPOLIS, MN -- (Marketwired) -- 11/15/13 --  ValueVision Media,
Inc. (NASDAQ: VVTV) ("ValueVision" or the "Company"), a multichannel
electronic retailer via TV, Internet and mobile, is today sending,
and filing with the Securities and Exchange Commission, a letter to
legal counsel to Clinton Group and its affiliates (together with
members of its voting group, "Clinton") in response to Clinton's
November 4, 2013, demand letter for a special meeting of ValueVision
shareholders for the purpose of replacing a majority of the Company's
Board of Directors, including the Chairman of the Board and Chief
Executive Officer. 
In its letter, ValueVision informs Clinton that, after careful
review, the Company has determined that Clinton's demand letter does
not satisfy the applicable requirements of ValueVision's By-laws and
Minnesota law. Among other things, the group Clinton has formed for
the purposes of demanding a special meeting does not hold of record,
and does not hold valid voting power with respect to, a sufficient
percentage of ValueVision's outstanding shares to satisfy the
required thresholds for demanding a special meeting. The full text of
the letter to Clinton Group's legal counsel and its affiliates will
be filed today via a Form 8-K filing with the S.E.C. 
Notwithstanding the insufficiency of Clinton's demand, ValueVision
continues to be receptive to listening to and considering the views
of its shareholders and is open to adding qualified independent
directors to its Board with appropriate expertise in areas that would
complement the strengths of its current Board members and its focus
on executing on the Company's strategy to deliver value for all
shareholders.  
Because the entire ValueVision Board is elected annually,
shareholders have the opportunity each year to vote on the service of
each member of the Board of Directors at the Company's Annual
Meeting. In fact, at the Company's 2013 Annual Meeting held just five
months ago, shareholders voted overwhelmingly in favor of reelecting
ValueVision's full Board, with each director receiving at le
ast 90
percent of votes cast in favor. 
With that said, the Board believes that prolonging a public dispute
over the date of a special meeting is not in the best interests of
ValueVision or its shareholders, particularly given the Company's
need to focus on running its business during the vital holiday
season. Accordingly, ValueVision has scheduled a special meeting of
shareholders to be held on March 14, 2014, for the purpose of voting
on Clinton's proposals.  
ValueVision today also announced that the Board is forming a
committee of independent directors to oversee an accelerated Board
candidate evaluation process. In connection with that process, the
Board will be retaining Heidrick & Struggles, a nationally recognized
executive search firm, to assist the committee in identifying
potential new candidates with skills and experience that would
enhance the overall composition of the Board. Heidrick & Struggles,
together with the committee, also will carefully consider the
qualifications of the individuals nominated by Clinton, along with
any other individuals that may be nominated by ValueVision
shareholders.  
Jefferies LLC is acting as financial advisor and Simpson Thacher &
Bartlett LLP and Barnes & Thornburg LLP are acting as legal advisors
to ValueVision. 
About ValueVision Media 
ValueVision Media, Inc. is a multichannel retailer that enables
customers to shop and interact via TV, phone, Internet and mobile in
the merchandise categories of Home & Consumer Electronics, Beauty,
Health & Fitness, Fashion & Accessories, and Jewelry & Watches.
ValueVision is transitioning its consumer brand to ShopHQ from
ShopNBC over the balance of fiscal 2013. ValueVision's television
network reaches over 86 million cable and satellite homes and is also
available nationwide via live streaming at www.shophq.com. Please
visit www.shophq.com/ir for more investor information. 
Forward-Looking Information 
This release 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 may be deemed 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): consumer
preferences, spending and debt levels; the general economic and
credit environment; 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; pricing and gross sales margins; the
level of cable and satellite distribution for our programming and the
associated fees; our ability to establish and maintain acceptable
commercial terms with third-party vendors and other third parties
with whom we have contractual relationships, and to successfully
manage key vendor relationships; our ability to manage our operating
expenses successfully and our working capital levels; our ability to
remain compliant with our long-term credit facility covenants; our
ability to successfully transition our brand name; the market demand
for television station sales; our management and information systems
infrastructure; challenges to our data and information security;
changes in governmental or regulatory requirements; litigation or
governmental proceedings affecting our operations; significant public
events that are difficult to predict, or other significant
television-covering events causing an interruption of television
coverage or that directly compete with the viewership of our
programming; and our ability to obtain and retain key executives and
employees. More detailed information about those factors is set forth
in the Company's filings with the Securities and Exchange Commission,
including the Company's annual report on Form 10-K, quarterly reports
on Form 10-Q, and current reports on Form 8-K. You are cautioned not
to place undue reliance on forward-looking statements, which speak
only as of the date of this announcement. The Company is under no 
obligation (and expressly disclaims any such obligation) to update or
alter its forward-looking statements whether as a result of new
information, future events or otherwise.  
Important Information  
This release may be deemed to be solicitation material in respect of
the solicitation of proxies from shareholders in connection with one
or more meetings of the Company's shareholders, including a special
meeting of shareholders. The Company will file with the Securities
and Exchange Commission ("SEC") and provide to its stockholders a
proxy statement and a WHITE proxy card in connection with any such
shareholder meeting. The Company, its directors and certain of its
executive officers and employees may be deemed to be participants in
the solicitation of proxies from shareholders in connection with any
such shareholder meeting. Information concerning the interests of
these directors and executive officers in connection with the matters
to be voted on at any such meeting will be included in the proxy
statement filed by the Company with the SEC in connection with any
such meeting. In addition, the Company files annual, quarterly and
special reports, proxy and information statements, and other
information with the SEC. Any proxy statement, any other relevant
documents and any other material filed with the SEC concerning the
Company will be, when filed, available free of charge at the SEC
website at http://www.sec.gov. SHAREHOLDERS ARE URGED TO READ
CAREFULLY ANY SUCH PROXY STATEMENT FILED BY THE COMPANY AND ANY OTHER
RELEVANT DOCUMENTS FILED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION WITH RESPECT TO
PARTICIPANTS. 
Contacts 
Media: 
Dawn Zaremba 
ShopHQ 
dzaremba@shophq.com
(952) 943-6043 O 
Joele Frank / Tim Lynch / Jed Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449  
Investors:
David Collins
 Eric Lentini
Catalyst Global LLC
vvtv@catalyst-ir.com
(212) 924-9800 O 
(917) 734-0339 M  
Arthur Crozier / Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
(212) 750-5833