EVINE Live Inc. (NASDAQ:EVLV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) | Appointment of Director |
At a meeting held on April 22, 2017, the Board of Directors (the
Board) of EVINE Live Inc. (the Company) approved an increase in
the size of the Board to nine members and appointed Scott R.
Arnold to fill the vacancy created by such increase, in each case
in accordance with a Cooperation Agreement dated March 24, 2017
with the Clinton Group, Inc. and Glass Bridge Enterprises (the
Agreement). The Agreement is further described in Item 1.01 of,
and filed as an exhibit to, the Companys Current Report on Form
8-K, filed with the Securities and Exchange Commission on March
27, 2017.
The appointment of Mr. Arnold as director was effective
immediately following the Boards meeting and his term will
continue until the Companys 2017 Annual Meeting of Shareholders
(the Meeting) or until his earlier death, resignation, removal or
disqualification. The Board also appointed Mr. Arnold to serve as
a member of the Finance committee. to the Agreement, the Board
will nominate Mr. Arnold and recommend his election at the
Meeting for a term of office expiring at the 2018 Annual Meeting
of Shareholders.
Mr. Arnold has served as a Managing Director and Senior Portfolio
Manager in ABS and Private Equity and new business development
with the Clinton Group, Inc., or CGI, an investment management
firm, since May 2007. Mr. Arnold led Clintons private equity
investment in community banks. He has been involved in the
portfolio management of all asset-backed strategies at CGI. Mr.
Arnold has extensive experience in the analysis, valuation,
trading, hedging and marketing of mortgage-backed and
asset-backed securities. Prior to joining CGIs ABS desk, he was
involved in research, restructuring and principal investing in
distressed debt and special situations investments at both CG1
and Source Capital Group, or Source Capital, a boutique
investment firm. Mr. Arnold worked at CG1 from June 2002 until
August 2004 and Source Capital from June 2000 until June 2002 and
from September 2004 until April 2007. From 1983 until 1999, Mr.
Arnold worked in the mortgage-backed securities area at several
leading investment banks including Salomon Brothers and Smith
Barney Co. In addition to his foregoing roles, Mr. Arnold served
on the Board of Urban Trust Bank, a federally chartered community
bank that provides value oriented consumer and commercial banking
services through an extensive network of branches in Florida,
from 2010 until March 2014 and served as its Chairman from
September 2011 through the remainder of his tenure. While at
Urban Trust Bank he served on the boards Credit Committee,
Asset/Liability Committee and Investment Committee. Mr. Arnold
was previously a director of Herald National Bank until its
merger with BankUnited in 2011. Mr. Arnold earned a B.A. from
Northwestern University and his M.B.A. from the Kellogg School of
Management at Northwestern University. Mr. Arnolds qualifications
to serve as a director include his nearly 30 years of investment
and asset-backed security experience, including a focus on
mortgage backed securities and special situations.
Except for the Agreement, there are no arrangements or
understandings between Mr. Arnold and any other person(s) to
which Mr. Arnold was or is to be selected as a director of the
Company, other than arrangements or understandings with directors
of the Company acting solely in their capacities as such. There
are no family relationships between Mr. Arnold and any other
director, executive officer or person nominated or chosen by the
Company to become a director or executive officer of the Company.
There are no current or proposed transactions in which Mr. Arnold
or any related person of Mr. Arnold has an interest that are
required to be disclosed under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission. Mr. Arnold
will receive a restricted stock grant of the Companys common
stock in an amount equal to approximately $9,438, which will vest
the day before the Companys 2017 Annual Meeting of Shareholders,
all in accordance with the Companys current director equity
compensation guidelines.
Following Mr. Arnolds appointment, the Board consists of the
following nine directors: Scott Arnold, Thomas Beers, Neal
Grabell, Landel Hobbs, Mark Holdsworth, Lisa Letizio, Lowell
Robinson, Robert Rosenblatt and Fred Siegel.
About EVINE Live Inc. (NASDAQ:EVLV)
EVINE Live Inc. is a digital commerce company. The Company operates through the digital commerce retailing segment. The Company offers a mix of brands directly to consumers in an engaging and informative shopping experience through television (TV), online and mobile devices. It operates an around the clock television shopping network, EVINE Live, which is distributed primarily on cable and satellite systems, through which the Company offers brand products in the categories of jewelry and watches, home and consumer electronics, beauty, and fashion and accessories. In addition, it offers a collection of men’s and women’s watches from classic to modern designs. It features home decor, bed and bath textiles, cookware, kitchen electrics, mattresses, tabletop accessories and home furnishings. Its beauty assortment features a range of skincare, cosmetics, hair care, and bath and body products. It also offers a range of apparel, outerwear, intimates, handbags, accessories and footwear. EVINE Live Inc. (NASDAQ:EVLV) Recent Trading Information
EVINE Live Inc. (NASDAQ:EVLV) closed its last trading session up +0.03 at 1.36 with 122,259 shares trading hands.