0000870826 false 0000870826 2022-05-09 2022-05-09 0000870826 us-gaap:CommonStockMember 2022-05-09 2022-05-09 0000870826 imbi:XNYSMember imbi:SeniorNotes8.50PercentDue2026Member 2022-05-09 2022-05-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares











Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 9, 2022


iMedia Brands, Inc.

(Exact name of registrant as specified in its charter)


Minnesota   001-37495   41-1673770
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


6740 Shady Oak Road,

Eden Prairie, Minnesota 55344-3433

(Address of principal executive offices)(Zip Code)


(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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value IMBI The Nasdaq Stock Market, LLC
8.50% Senior Notes due 2026 IMBIL The Nasdaq Stock Market, LLC


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. ¨







Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 9, 2022, iMedia Brands, Inc. (the “Company”) appointed Tom Zielecki to serve as Senior Vice President, Chief Financial Officer, effective immediately. Mr. Zielecki, age 56, joined the Company in January 2022 where he served as divisional Chief Financial Officer and, before that, he worked at LTD Commodities, a direct-to-consumer cataloger, where he was Brand CFO from February 2019 through December 2021. From February 2001 through January 2019, Mr. Zielecki spent sixteen years at Kmart/Sears Corporation, where his last role was the finance leader of several business units.


 In connection with his employment, Mr. Zielecki will receive (i) an annual base salary of $350,000, (ii) a $50,000 cash bonus, and (iii) will be eligible for annual bonuses based on the same performance targets and terms as the Company’s Chief Executive Officer. Copies of each of Mr. Zielecki’s original offer letter and promotion letter are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference into this Item 5.02.


On May 9, 2022, Montgomery “Monty” Wageman, who previously served as the Company’s Chief Financial Officer, transitioned to the role of Treasurer, effective immediately. Mr. Wageman’s annual base salary will be $225,000.


Item 7.01 Regulation FD Disclosure


On May 9, 2022, we issued a press release disclosing Mr. Zielecki’s appointment. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.


Item 9.01 Financial Statements and Exhibits


  (d) Exhibits


The following exhibits are being filed or furnished with this Current Report on Form 8-K:


Exhibit No.   Description
10.1   Offer Letter, dated November 24, 2021, by and between iMedia Brands, Inc. and Tom Zielecki
10.2   Promotion Letter, dated May 9, 2022, by and between iMedia Brands, Inc. and Tom Zielecki
99.1   Press Release, dated May 9, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)






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: May 10, 2022   iMedia Brands, Inc.
  By: /s/ Timothy A. Peterman
    Timothy A. Peterman
    Chief Executive Officer