EVINE Live Inc. on March 24 entered into a cooperation agreement with an investor group comprising the Clinton Group Inc. and GlassBridge Enterprises Inc.
Under the agreement, the group agreed to certain standstill provisions with respect to the group's actions with regard to EVINE and its common stock, while the company agreed to take steps no later than 30 calendar days to make the board appoint from a provided list of candidates or their named replacements; and appoint a new independent director to serve on the board until the 2017 annual meeting of shareholders.
Also, the agreement required the company to nominate the new independent director for election to the board at the 2017 annual meeting for a term of office expiring at the 2018 annual meeting of shareholders; recommend, and reflect such recommendation in EVINE's definitive proxy statement in connection with the 2017 annual meeting, that the shareholders of EVINE vote to elect the new independent director; and solicit, obtain proxies in favor of and otherwise support the election of the new independent director.
Further, the standstill provisions would be in effect for a "standstill period" starting on the date of the cooperation agreement and ending at 11:59 p.m. ET on the date that is the earlier of 10 business days before the expiration of the advance notice period for the submission by shareholders of director nominations for consideration at the 2018 annual meeting, 100 calendar days before the first anniversary of the 2017 annual meeting, or upon 10 calendar days' prior written notice delivered by any of the investor group to EVINE following a material breach of the cooperation agreement.
In August 2016, Clinton Group and related entities asked EVINE to pursue strategic options to boost the company's value.