Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As reported below in Item 5.07, on July 13, 2020, the stockholders of iMedia Brands, Inc. (the “Company”) approved an amendment to the Company’s Third Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of common stock by 15,000,000 shares (the “Amendment”). The Amendment, which was included as Proposal 4 in the Company’s proxy statement for its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission, became effective on July 13, 2020 upon filing of Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Minnesota.
A copy of the Articles of Amendment as filed with the Secretary of State of the State of Minnesota is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Articles of Incorporation, as amended and restated to reflect the Amendment, is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2020 Annual Meeting of Shareholders on July 13, 2020 (the “Annual Meeting”). There were 7,130,480 shares of Company common stock, or approximately 77.36% of the 9,216,385 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constituting a quorum.
At the Annual Meeting, Company shareholders voted on: (1) the election of eight persons to serve as directors on the Company’s Board of Directors until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified; (2) the approval, on an advisory basis, of the 2019 compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting; (3) the approval of the Company’s 2020 Equity Incentive Plan; (4) the approval of an amendment to the Company’s Articles of Incorporation, and (5) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021. For more information about the foregoing proposals, please see the proxy statement for the Annual Meeting.
Set forth below are the final voting results, as reported by the inspector of elections for the Annual Meeting:
The proposal to elect eight persons to serve as directors on the Company’s Board of Directors until the next annual meeting of the shareholders resulted in the following votes:
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Nominee
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Votes For
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Withheld
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Michael Friedman
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4,089,481
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233,909
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Landel C. Hobbs
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4,237,050
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86,340
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Benoȋt Jamar
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4,238,716
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84,674
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Jill Krueger
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4,238,087
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85,303
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Eyal Lalo
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4,092,300
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231,090
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Lisa A. Letizio
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4,225,042
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98,348
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Timothy A. Peterman
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4,240,028
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83,362
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Aaron P. Reitkopf
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4,237,631
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85,759
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The eight nominees set forth above were elected to the Company’s Board of Directors and will serve as directors until the Company’s next annual meeting or until their respective successors are duly elected and qualified. There were 2,807,090 broker non-votes related to the foregoing proposal.
The 2019 compensation of the Company’s named executive officers was approved, on an advisory basis, by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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4,168,242
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148,868
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6,280
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2,807,090
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3.
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Approval of the Company’s 2020 Equity Incentive Plan
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The Company’s 2020 Equity Incentive Plan was approved by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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3,594,719
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721,775
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6,896
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2,807,090
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4.
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Amendment to the Company’s Articles of Incorporation
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The proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock was approved by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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6,200,508
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926,610
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3,362
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0
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5.
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Ratification of Independent Auditor
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The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021, was approved by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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7,107,679
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18,383
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4,418
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0
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