Current Report Filing (8-k)
08 June 2018 - 6:20AM
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): June 6, 2018
EVINE
Live Inc.
(Exact name of
registrant as specified in its charter)
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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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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
¨
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 June 6, 2018, we
appointed Anne Martin-Vachon to serve as our new President, effective as of August 1, 2018. Most recently, Ms. Martin-Vachon,
age 56, was President at Rogers Communications - The Shopping Channel, since August 2016. From October 2015 through July 2016,
Ms. Martin-Vachon served as Consultant for Korres, and from May 2012 through August 2015, Ms. Martin Vachon was Chief Merchandising
Officer at HSN Inc., a publicly held multi-channel retailer. Ms. Martin-Vachon also serves on the board of directors of Gildan
Activewear Inc. (GIL), a publicly-traded corporation on the New York Stock Exchange.
In connection with
her employment, Ms. Martin-Vachon: (i) will receive an annual base salary of $650,000, (ii) will receive a sign-on bonus of $25,000,
(iii) will be eligible for annual cash discretionary bonuses targeted at 80% of her annual salary with a maximum annual cash discretionary
bonus equal to 160% of her annual salary, (iv) will receive sign-on equity incentive awards consisting of options to purchase 100,000
shares of common stock and 100,000 restricted stock units, all of which vest over a three-year period beginning on August 1, 2018,
and (v) will be eligible to receive equity incentive awards in 2019 with a grant date fair market value equal to 100% of her base
salary consisting of stock options and performance stock units. This is a summary of Ms. Martin-Vachon’s offer letter, a copy of
which is filed as Exhibit 10.1 hereto and incorporated by reference in Item 5.02 of this Current Report on Form 8-K.
A copy of the press
release announcing Ms. Martin-Vachon’s appointment is furnished as Exhibit 99.1 to this report.
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Item 9.01.
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Financial Statements
and Exhibits.
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The following exhibits are being filed
with this Current Report on Form 8-K.
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: June 7, 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
General Counsel
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