UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

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ValueVision Media, Inc.

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ValueVision Media, Inc. (“ValueVision”) is filing with the Securities and Exchange Commission (the “SEC”) an updated version of its May 28, 2014 investor presentation, pertaining to certain matters to be voted upon at ValueVision’s 2014 Annual Meeting of Shareholders scheduled for June 18, 2014, which updates and amends portions of the presentation previously filed with the SEC on May 28, 2014 and May 30, 2014.

BUILDING AND INSPIRING COMMUNITIES THROUGH SHOPPING

ValueVision Media

(NASDAQ: VVTV)

THE RIGHT LEADERSHIP &

STRATEGY TO CREATE

SHAREHOLDER VALUE

May 28, 2014

Updated June 10, 2014

DISCLOSURES

SAFE HARBOR

This document contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor relationships; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our long-term credit facility covenants; our ability to successfully transition our brand name; the market demand for television station sales; our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations; significant public events that are difficult to predict, or other significant television-covering events causing an interruption of television coverage or that directly compete with the viewership of our programming; and our ability to obtain and retain key executives and employees. More detailed information about those factors is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this document. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

The Company includes information on the Future State of the business in certain instances in the following presentation. This information is intended to identify aspirational goals of the Company with respect to certain metrics, and is not tied to a specific date or timeline. These aspirational objectives are forward-looking statements and should be read in conjunction with the company’s risk factors identified in our most recent annual report on Form 10-K and periodic reports filed after such 10-K.

Adjusted EBITDA and Adjusted Net Income/(Loss)

EBITDA represents net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines Adjusted EBITDA as EBITDA excluding debt extinguishment; non-operating gains (losses); non-cash impairment charges and write-downs; activist shareholder response costs; and non-cash share-based compensation expense. The Company defines Adjusted Net Income/(Loss) as net income/(loss) excluding non-cash impairment charges and write-downs; debt extinguishment; and activist shareholder response costs. The Company has included the term “Adjusted EBITDA” in our EBITDA reconciliation in order to adequately assess the operating performance of our television and Internet businesses and in order to maintain comparability to our analyst’s coverage and financial guidance, when given. Management believes that the terms Adjusted EBITDA and Adjusted Net Income/(Loss) allow investors to make a more meaningful comparison between our business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric to evaluate operating performance under the Company’s management and executive incentive compensation programs. Adjusted EBITDA and Adjusted Net Income/(Loss) should not be construed as alternatives to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with generally accepted accounting principles and should not be construed as measures of liquidity. Adjusted EBITDA and Adjusted Net Income/(Loss) may not be comparable to similarly entitled measures reported by other companies. The Company has included a reconciliation of each of Adjusted EBITDA and Adjusted Net Income/(Loss) to net income (loss), their most directly comparable GAAP financial measure, in Appendix C of this document.

LTM

LTM refers to the Last Twelve Months of reported company information on or about the date of this presentation. Data in this document may be unaudited.

IMPORTANT INFORMATION

This document may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders in connection with one or more meetings of the Company’s shareholders, including the Company’s 2014 Annual Meeting of Shareholders. On May 9, 2014, the Company filed with the SEC a proxy statement and a WHITE proxy card in connection with the Company’s 2014 Annual Meeting of Shareholders. The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Company’s 2014 Annual Meeting of Shareholders. Information concerning the interests of these directors and executive officers in connection with the matters to be voted on at the Company’s 2014 Annual Meeting of Shareholders is included in the proxy statement filed by the Company with the SEC in connection with such meeting. In addition, the Company files annual, quarterly and special reports, proxy and information statements, and other information with the SEC. The proxy statement for the 2014 Annual Meeting of Shareholders is available, and any other relevant documents and any other material filed with the SEC concerning the Company will be, when filed, available, free of charge at the SEC website at http://www.sec.gov. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION WITH RESPECT TO PARTICIPANTS.

EXECUTIVE SUMMARY

ValueVision – A History of Value Creation

– A Leading Scalable Multi-Channel Retailer

– Rebranded and Transformed as ShopHQ

Accountable and Decisive Management Team Have Developed and Successfully Executed on a Strategic Plan to Restore and Significantly Grow Shareholder Value Over the Long-Term

– Experienced Management Team that has Dramatically Turned Around the Company’s Fortunes

– Strong Share Price Performance and a Well-Articulated Strategy for Sustained, Profitable Growth

– Strong Performance Across All Critical Operating Metrics

– Significantly Improved Financial Profile

– Poised To Grow and Substantially Enhance Shareholder Value

Highly Experienced and Engaged Board

– Highly Qualified and Experienced with a Fresh Perspective – 5 of the 8 Board Members Have Joined in the Last 3 Years as Part of an Ongoing Review of the Company’s Needs

– Average Director Tenure of 3.5 Years

– Extensive Media, Executive and Public Company Experience

The Clinton Group’s Nominees are Seeking Control of the Board with a Slate of Candidates that We Believe are Not as Strong as our Nominees

– We Believe that the Clinton Group has Not Articulated a Superior Plan Demonstrating that Control of the Board by Clinton Group’s Nominees is Warranted or that its Nominees are Better Qualified than Our Current Directors to Continue the Existing Board’s Program to Create Significant Shareholder Value

– Dissident Nominees Do Not Have Relevant and Recent Experience or Expertise, in Our View

– Proposals Restated Existing and Ongoing Strategy

3

WORLD-CLASS LEADERSHIP

Board of Directors

Jill Botway

(Joined in 2013)

Recently appointed President and CRO of Collective Media

Former Global EVP & Director of Sales & Marketing, Interactive Media Holdings

Sean Orr

(Joined in 2011)

CFO and Treasurer of Accretive Health

Former EVP & CFO of IPG

Prior Senior Roles at PepsiCo

Former Partner at KPMG

John Buck

(Joined in 2004)

Chairman, Medica

Former Chairman and Interim CEO of VVTV

Former President and COO of Fingerhut Companies

Lowell Robinson

(Joined in 2014)

Former CFO & COO of MIVA

Former CFO at HotJobs.com

Former CFO & CAO of Advo

Prior Senior Financial Positions at Citigroup and Kraft Foods

William Evans

(Joined in 2011)

Former EVP & CFO, Witness Systems Prosource and Management Sciences America

Former Partner at KPMG

Randy Ronning

(Joined in 2009)

Chairman of the Board

Former EVP and Chief Merchandising Officer, QVC

Prior Executive Roles at J.C. Penney

Landel C. Hobbs

(Joined in 2014)

Former COO and CFO of Time Warner Cable

Former SVP of Turner Broadcasting

Prior Senior Role at KPMG

Keith Stewart

(Joined in 2009)

CEO of VVTV

Former VP of Merchandising, QVC USA

Former General Manager of QVC Germany

Management

Keith Stewart CEO

(Joined in 2009)

Bob Ayd – President

(Joined in 2010)

Former EVP and Chief Merchandising Officer at QVC USA

Former SVP at Macy’s

Bill McGrath – EVP & CFO

(Joined in 2010)

Former VP Global Sourcing Operations and Finance at QVC

Former Vice President Corporate Quality Assurance and Quality Control at QVC

Carol Steinberg – COO

(Joined in 2009)

Vice President at David’s Bridal

Director of Online Marketing and Business Development at QVC

4

IN 2008, VALUEVISION WAS A FAILING BUSINESS

Issues Facing Company in 2008

Narrow Product Mix and Shrinking Customer Base High Return Rates Burdensome Cost of Cable and Satellite Distribution $51 million Operating Loss

GE Preferred Stock Overhang and Liquidity Concerns

Unstable Leadership – 4 CEOs in the year and a half prior to Mr. Stewart becoming CEO in January 2009

Results of Management’s Strategy Today

80% Active Customer Growth and Broadly Expanded Product Offering

Return Rate Improvement of 28%

38% Improvement in Distribution Costs per Household

$18 million Operating Profit, a $69 million improvement

Simplified Capital Structure

Retired Expensive GE Preferred Instrument

Obtained a $75 million, cost effective PNC credit facility Well Positioned With World Class Management Team Highly Qualified and Experienced Board with Average Tenure of 3.5 Years

The turnaround since The Company’s 2008/2009 penny stock status has been completed and ValueVision has already demonstrated that it has entered a new stage to grow and dramatically enhance shareholder value

5

SHOPHQ TODAY:

A SCALABLE, MULTI-CHANNEL RETAILER

Highly Scalable, Multi-Platform Electronic Retailer (TV / Online / Mobile)

Attractive Operating and Financial Profile

Diverse Product Offerings from In-Demand Brands

Loyal, Attractive Customer Demographic

Strong, Emotional Connection with Large Addressable TV Audience

6

PRIMARY DRIVERS OF SHAREHOLDER VALUE

Our base of customers is growing in size and is more engaged

Sustainable topline growth and product cost management drive value creation

– The largest costs, distribution and transaction expenses, are predominantly fixed

Average Price Average Purchase

Total Customers Total Revenue Point Frequency

Increasing total customers by:

– Lowering average price point to offer a lower entry point for new customers and appeal to impulse buyers

– Expanding household distribution and improving awareness with better channel positioning

– Adjusting merchandising mix to appeal to a broader customer base

Increasing average purchase frequency by:

– Improving selection of “repurchase-oriented” products (i.e., Fashion and Beauty)

– Enhancing customer experience and Brand engagement through Online & Mobile applications

(1) Because ValueVision follows a 4-5-4 retail calendar, every five to six years the Company has an extra week of operations in its reporting cycle, and this occurred in fiscal 2012.

Therefore, full year fiscal 2012 has 53 weeks as compared to the same period for other presented years of 52 weeks. The extra week in F12 is not included in these calculations to show the numbers on a comparable basis.

1,022 1,144 1,060 1,132 1,357

Total 754 12.4%

Customers 5-Year

(000s) CAGR

F08 F09 F10 F11 F12 (1) F13

$176 $108 $101 $104 $96 $81(14.3%)

Average

Selling Price 5-Year

F08 F09 F10 F11 F12 (1) F13 CAGR

Average 4.3x 4.8x 4.9x 5.0x 5.3x 5.8x 6.2%

Annual

Purchase 5-Year

Frequency F08 F09 F10 F11 F12 (1) F13 CAGR

Customer growth and increased purchase frequency will accelerate the revenue growth profile as average selling price stabilizes around $80 per item

7

FOUR KEY GROWTH STRATEGIES

ValueVision’s Scaleable Operating Model

1. Broaden and Diversify Merchandising Mix with Compelling Product

2. Expand and Optimize TV Distribution Platform

3. Be a Watch & Shop Anytime, Anywhere Experience

4. Grow Customer Base, Purchase Frequency and Retention

An engaged customer base creates the foundation for long-term, sustainable growth

8

MANAGEMENT HAS EXPANDED MERCHANDISING MIX WITH COMPELLING AND BRAND-ENHANCING PRODUCTS…

Jewelry & Watches

Home & Consumer Electronics

Beauty, Health & Fitness

Fashion & Accessories

Management has accelerated its introduction of new and margin enhancing merchandise

9

…TO DIVERSIFY PRODUCT MIX AND DRIVE

CONSUMER ENGAGEMENT

Management’s continuous product mix improvement has driven customer engagement

Airtime and inventory is routinely refocused on products with a proven ability to best communicate our value proposition, convert viewers into customers and drive engagement with existing customers

– Jewelry & Watches is targeted to be a smaller fraction of sales; while the products contribute higher than average margins, they also have lower than average purchase frequency and higher return rates Recent merchandising changes have enhanced our brand amongst our viewers and contributed to our margins by reducing transaction costs per item and improving return rates

Increased Product Diversification

100%

7% 11% 14% 80% 5% 13% 16% 32%

60% 33%

40%

40%

56%

20% 43%

30%

0%

F08 F13 Target Future State

Jewelry & Watches Home & Consumer Electronics Beauty, Health, & Fitness Fashion & Accessories

Management’s successful diversification of product mix drives increased customer counts and higher purchase frequency

10

EXPAND AND OPTIMIZE TV DISTRIBUTION PLATFORM

Increased visibility by improving channel positions that our customers frequent

Company has affiliation agreements with all major cable, satellite and telecom distribution providers Household footprint has increased 20% since 2008 to 87 million homes Improved quality of channel position through lower channel positions and second channel exposure

Annual cost per home declined from $1.74 in 2008 to $1.07 in 2013; results in annual rate savings of $55 million

U.S. Household Penetration

ShopHQ Total US(1)

87 ~115 million million

(1) Source: Nielsen, May 2013.

Increased Second+ Channel Presence

2008 Current

17% 22%

83% 78%

2 Channels + 2 Channels +

1 Channel 1 Channel

Select Cable & Satellite TV Distribution Partners

Management’s focus on TV distribution and negotiations has improved ShopHQ’s exposure and reduced its impact to cost structure to maximize financial scalability

11

BE A WATCH & SHOP

ANYTIME, ANYWHERE EXPERIENCE

Internet / mobile sales represent around 46% of total revenue

Mobile growing rapidly and currently represents 25% of internet sales

Customers are able to conveniently watch the broadcast, browse, purchase and share products Experience inspires shopping and is consistent across all channels iPad and Android apps offer content synchronized to the live broadcast Social networking broadens outreach

ShopHQ’s mobile offerings allow customers to shop and buy anytime, anywhere

Internet & Mobile Revenue

$297 $262 $251 $231

$181 $178

10.4% 5-Year CAGR

F08 F09 F10 F11 F12 (1) F13

(1) Because ValueVision follows a 4-5-4 retail calendar, every five to six years the Company has an extra week of operations in its reporting cycle, and this occurred in fiscal 2012. Therefore, full year fiscal 2012 has 53 weeks as compared to the same period for other presented years of 52 weeks. The extra week in F12 is not included in these calculations to show the numbers on a comparable basis.

Internet and Mobile sales continue to be a significant contributor to revenue and growth

12

MANAGEMENT’S CUSTOMER-CENTRIC AND OPERATIONAL FOCUS DELIVERED STRONG RESULTS…

Management Initiatives

Expand Household Distribution and Broaden Product Offerings to Drive Volume Growth

Overhaul Product Mix to Drastically Reduce ASP and Improve Product and Operating Margin Profile

Negotiate Distribution Terms and Fine-tune Customer Engagement Dynamics to Improve Distribution Efficiency

KPI Improvement

20% Growth

132% growth

54% Reduction

28% Improvement

49% Improvement

38% Improvement

U.S. Households (mm) Net Units Shipped (mm)

80.0 86.6

72.4 7 5 3

F08 F11 F13 F08 F11 F13

Average Selling Price Return Rate

$176 31% $104 23% 22% $81

F08 F11 F13 F08 F11 F13

Transaction Costs / Unit Distribution Cost / Household

$4.82 $1.72 $1.34

$1.07

$2.91 $2.48

F08 F11 F13 F08 F11 F13

Strong KPI performance across critical business fundamentals underscore management’s progress to date

13

…AND PROVEN THE SCALABILITY OF

VALUEVISION’S OPERATING MODEL OVER EACH STAGE OF OUR TURNAROUND

Management stabilized the business, aligned the Company’s assets and cost structure, and now achieving growth Results reflect a strategic diversification of product mix and a realignment of the distribution cost structure We have delivered eight consecutive quarters of revenue growth and positive Adjusted EBITDA

Revenue and Gross Margin ($millions)

Priority Timeline: Survival Strategic Alignment Growth

(Jan ‘09 – Jan ‘11) (Jan. ‘11–Jun. ‘12) (Since Jun. ‘12)

$ 700.0 $ 640

$ 600.0 $ 568 $ 562 $ 558 $ 574

(7%) +7% (1%) +3% +12%

$ 528

$ 500.0

$ 400.0

$ 300.0

F08 F09 F10 F11 F12 (1) F13

Gross Margin 32.2% 32.9% 35.5% 36.6% 36.2% 35.9%

5-Year Revenue CAGR

VVTV: 2.4% vs. HSN: 3.4% QVC: 3.5%

Adjusted EBITDA and Adjusted EBITDA Margin ($millions) (2)

Priority Timeline: Survival Strategic Alignment Growth

(Jan ‘09 – Jan ‘11)(Jan. ‘11–Jun. ‘12)(Since Jun. ‘12)

$40.0

$18.0

$20.0 $2.4 $1.0 $4.2

$0.0

($20.0)

($40.0)($19.4)

($60.0)($51.4)(1)

F08 F09 F10 F11 F12 F13

Adj. EBITDA Margin(9.1%)(3.7%) 0.4% 0.2% 0.7% 2.8%

5-Year Adj. EBITDA

Margin Improvement VVTV: 11.9% vs.

HSN: 3.1% QVC: 1.3%

(1) Because ValueVision follows a 4-5-4 retail calendar, every five to six years the Company has an extra week of operations in its reporting cycle, and this occurred in fiscal 2012. Therefore, full year fiscal 2012 has 53 weeks as compared to the same period for other presented years of 52 weeks. The extra week in F12 is not included in these calculations to show the numbers on a comparable basis. The Company reported actual results of $587 million and $4.5 million for F12 revenue and F12 Adjusted EBITDA, respectfully.

(2) Adjusted for non-recurring items and stock-based compensation.

14

SHOPHQ CONTINUES TO PROVE GROWTH POTENTIAL WHILE SUSTAINING SIZABLE PROFITABILITY GROWTH

Clinton’s rhetoric ignores ShopHQ’s superior performance to peers

Performance Since Mr. Stewart became CEO

F2008-F2013

Relative TTM Performance since Q2 2012(1)

Through TTM Q1 F2014

Returns Since 8/15/12

1,199 bps

9.4%

336 bps

2.4%

169.4%

Revenue CAGR Adj. EBITDA Revenue CAGR Adj. EBITDA

Margin Margin

Improvement Improvement

3.4% 311 bps

2.9% 35 bps 36.9%

Revenue CAGR EBITDA Margin Revenue CAGR EBITDA Margin

Improvement Improvement

3.5% 3.5%

135 bps 67 bps 65.2%

Revenue CAGR OIBITDA Margin Revenue CAGR OIBITDA Margin

Improvement Improvement

Broadcast Retail Segment

US Only

Note: Share price returns as of June 9, 2014.

(1) Q2 2012 performance announced August 15, 2012.

15

WE ARE HERE TO DELIVER VALUE OVER THE LONG-TERM AND OUR PERFORMANCE PROVES THE BEST IS YET TO COME

Keith Stewart appointed CEO on January 26, 2009

Dividend Adjusted Share Price Performance

Share Price Performance Through 6/9/2014

Since 1/26/2009

VVTV

848.1%

HSN

1,139.9%

Russell 2000

161.3%

S&P Retail

332.2%

Performance vs. HSN

(291.8%)

Performance vs. Russell 2000

+686.8%

Performance vs. S&P Retail

+515.9%

Commentary

Late 2010: Market reacts strongly to potential swing

A to profitability after only 2 years

Fall 2011: Consumer Electronic vendor issues

B demonstrate need to continue product mix refinement Summer 2012: Mr. Stewart announces “We returned

C the Company to growth in Q2” as ValueVision is positioned for long-term value creation

Survival Strategic Alignment Growth

(Jan. 2009–Jan. 2011)(Jan. 2011–Jun. 2012)(Since Jun. 2012)

Share Performance

1,800.0%

1,600.0%

1,400.0% HSN

1,200.0% 1,139.9%

B

1,000.0% VVTV

848.1%

800.0% A

600.0% S&P

C Retail Index

400.0% 332.2%

200.0% Russell 2000

161.3%

0.0%

(200.0%)

Jan-09 Sep-09 May-10 Jan-11 Sep-11 May-12 Jan-13 Sep-13 Apr-14

VVTV HSN Russell 2000 S&P Retail Select Industry Index

16

VALUEVISION RETURN OVER THE LAST EIGHT QUARTERS

Keith Stewart announced “We returned the Company to growth in Q2 on August 15, 2012”

Dividend Adjusted Share Price Performance

Share Price Performance Through 6/9/2014

Since 8/15/2012

VVTV

169.4%

HSN

36.9%

QVC

65.2%

Russell 2000

46.2%

S&P Retail Select

43.6%

Performance vs. HSN

+132.5%

Performance vs. QVC

+104.2%

Performance vs. Russell 2000

+123.2%

Performance vs. S&P Retail Select

+125.8%

300.0%

250.0%

200.0%

VVTV

150.0% 169.4%

QVC

100.0% 65.2%

Russell 2000

50.0% 46.2%

S&P

– Retail Index

43.6%

(50.0%) HSN

Aug-12 Nov-12 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 36.9%

VVTV HSN QVC Russell 2000 S&P Retail Select Industry Index

17

THE NEXT STAGE FOR VALUEVISION IS GROWTH

Survival

(Jan. 2009–Jan. 2011)

Redeemed $50 million of GE Series B Preferred (12% PIK Interest) Significantly reduced operating and fulfillment expenses Reduced distribution cost per household by 38% Reduced transaction cost per item by 49%

Turned a $51 million operating loss to an adjusted operating profit in only 2 years

Strategic Alignment

(Jan. 2011–Jun. 2012)

Expanded distribution to increase home penetration Improved channel positions Created immersive customer experience with internet and mobile Diversified product mix Adjusted vendor base in Consumer Electronics

Expanded Households by 7.8% Online & Mobile Sales Growth up 7.7% Increase net units shipped by 5.6%

Growth

(Since Jun. 2012)

Adjusted product mix to reduce average selling, better cater to impulse buyers and create a lower entry point Improved merchandise mix that promotes purchase frequency Continued to expand Household penetration and channel positioning

8 consecutive quarters of revenue growth and positive Adjusted EBITDA

Beat Wall Street revenue consensus 11 out of 16 times since Q3 2010 Average Selling Price stabilized at $80 per item

Shareholder Return

(2014 and Beyond)

Customer growth and purchase frequency are top priority:

– Product mix improvement

– ShopHQ brand awareness

– Online & Mobile engagement

VVTV Shareholders have experienced a

840%+ increase in shareholder value under

This Board and This Management Team since Mr. Stewart and Mr. Ronning began a strategic realignment of ValueVision

ValueVision Actions

Results

18

EQUITY RESEARCH PRAISES MANAGEMENT’S EXECUTION OF THE COMPANY’S STRATEGY

All sell-side analysts that cover ValueVision have a BUY rating post Q1 2014 earnings:

“Improvements in recent quarters appear to be driven by greater depth of SKUs in each category, thereby reducing concentration risk in product offerings. Broader product assortments are driving customer growth – YOY customer growth has trended from 7% in Q1, 22% in Q2, 20% in Q3, and 30% in Q4 to 19% in Q1. A bigger customer base increases the likelihood of sustainable long-term revenue growth, which is the driver of VVTV’s decision to lower ASPs by emphasizing products that appeal to a larger audience.”

- Dougherty & Company on May 22, 2014

“The company will leverage the sales growth more in F2015 and experience very high earnings growth. We think the long-term investment thesis is intact which is that the company can grow revenue by reducing ASP, increasing transactions and the higher revenue will leverage largely fixed operating expenses leading to strong earnings growth. With ample price appreciation potential to our new price target, we are maintaining our BUY rating.”

- Feltl and Company on May 22, 2014

“VVTV reported solid Q1 results… As evidence that the strategy to broaden the merchandise assortment and lower average prices is working, new customer acquisition was up 19% in Q1, paving the way for strong revenue growth in future quarters. ShopHQ has several brands and partnerships slated to launch this year: notably, a partnership featuring Shark Tank’s Mark Cuban that is being worked on for the summer.”

- Craig-Hallum on May 22, 2014

“Mobile continues to grow — underscoring this mega trend in consumer behavior. We note that eCommerce sales in total were about 45% of the company’s total revenues, of which 32% (or 14% of the company’s total revenues) were conducted via a mobile device.

Mobile strategies put into place last year are paying off in driving penetration via mobile. For this year, the company intends to continue these enhancements aimed at driving customer engagement and purchase frequency.”

- Piper Jaffray on May 21, 2014

All emphasis added. Permission to quote or use the statements herein has not been sought or obtained from any party. This page presents only brief excerpts from selected analyst reports and does not purport to be comprehensive or to summarize the entire content of the reports. Other analyst reports may express alternative views. ValueVision is not responsible for the accuracy, completeness or currentness of the reports, and the presentation of these excerpts should not be read to imply adoption or endorsement by ValueVision of the reports or any views expressed therein.

19

VALUEVISION’S NOMINEES ARE HIGHLY

QUALIFIED & CRITICAL TO CONTINUED SUCCESS

All board members are encouraged to take an objective and hard look at ValueVision’s strategy and employ their breadth of experience to serve best interests of all stockholders

Lowell W. Robinson (2014)

Years of Media / Retail / Technology Operating Experience

Benefit to ValueVision

Relevant Experience

35 years of retail, consumer, media, finance and operations experience

Shares his extensive public company and Internet, media, consumer and retail industry experience

Former CFO & COO of MIVA Former CFO and CAO of HotJobs.com and Advo / Valassis Prior senior roles at Citigroup and Kraft Former Director at The Jones Group, Local.com, International Wire Group, EdisonLearning, Inc. and Independent Wireless One

Landel C. Hobbs (2014)

20 years of media experience and 30 years of finance expertise

Offers extensive media and operational leadership experience as well as important viewpoints on strategy

CEO of LCH Enterprises LLC

Former COO & CFO of Time Warner Cable

Previously held various roles at AOL Time Warner and Turner Broadcasting System, Inc.

Jill R. Botway (2013)

25 years in media and marketing on traditional and digital platforms

In addition to her media expertise, Ms. Botway adds value as an attorney with an understanding of legal issues that we may face

President and CRO of Collective Media

Former Global EVP & Director of Sales and Marketing for Interactive Media Holdings

Former CEO of WMI

Former President of Omnicom’s U.S. Strategic Business Units

William F. Evans (2011)

3 years in media and retail 20 years in technology

Offers senior financial management and accounting expertise gained with respect to financial reporting

Former EVP & CFO of Witness Systems Former Partner at KPMG Prior senior executive roles at ProSource, H&R Block and Management Science America Director, SAIA Former Director of SFN Group, Wolverine Tube, Electromagnetic Sciences and LXE

Sean F. Orr (2011)

25 years of consumer retail, media, finance and operations experience

Mr. Orr is a CPA and offers senior financial and accounting expertise gained through his distinguished career

CFO and Treasurer of Accretive Health Former EVP & CFO of IPG Former Director, IPG

Former partner at KPMG

Previously held various roles at Pepsico and Reader’s Digest

Keith R. Stewart (2009)

23 years of media, consumer, retail and operations

Brings extensive executive retail, operations, product sourcing and e-commerce experience

CEO of ValueVision Various roles at QVC, including General Manager of German business unit

Randy S. Ronning (2009)

37 years of retail, consumer, media and operational experience

Provides extensive senior executive level experience at two major retailing companies

Former EVP & Chief Merchandising Officer of QVC Previously held various executive positions at J.C. Penney, including President of their catalog and internet divisions Former Chairman, Commerce Hub

John D. Buck (2004)

Over 30 years in consumer retail

In addition to his extensive board and VVTV experience, Mr. Buck shares his experience at Fingerhut Companies

Former Chairman and Interim CEO of VVTV

Previously served various roles, including President & COO, at Fingerhut Companies Chairman, Medica Lead Director at Patterson Former Director at ATS Medical

20

VALUEVISION’S DIRECTORS PROVIDE ACCOUNTABILITY

ValueVision Directors are Committed to Shareholder Value Creation Through Accountability

Deep Board Engagement Across Functional Areas

Annual Budget • The Board reviews and approves sales, operating expenses and capital expenditure targets in Process accordance with our budget and 5-year plan

The Board sets and approves annual management goals in accordance with the budgeting

Set / Update process Management Goals

– No bonuses awarded in fiscal year 2008, 2011 or 2012

The Board participates in weekly, monthly and quarterly business updates regarding operating Governance and financial metrics that are key to budget expectations

The Board works each year with management to set and implement a 5 year plan

Develop 5-Year

Strategic Plan • Engaged and structured process for annual review of succession planning for CEO and management

The Board undergoes an annual assessment process to explore efficacy, talent, diversity of each committee and the Board as a whole Self Assessment – This self assessment leads us to seek for new candidates to enhance the Board’s quality, diversity and ability to deliver shareholder value

Annual Meetings

Review Board composition and Management performance

Ensure Management is on track with 5-year plan objectives

Quarterly Meetings

Ensure Management is on track with annual objectives Determine if intermediate-term adjustments need to be made

Monthly Updates

Review operating and merchandising mix performance Reflect on event-driven changes to our business

Weekly Updates

Regular KPI performance update

Discuss recent vendor or distribution agreement wins

The Board has developed a culture of strong corporate governance

21

VALUEVISION’S NOMINEES ARE BETTER QUALIFIED, IN OUR VIEW

Jill R. Botway

John D. Buck

William F. Evans

Landel C. Hobbs

Sean F. Orr

Lowell W. Robinson

Randy S. Ronning

Keith R. Stewart

Ronald L. Frasch

Thomas Beers

Thomas Mottola

Fred Siegel

Mark Bozek

Robert Rosenblatt

Multi-Channel Retail Experience Within the Last Decade (1)

Media Related Public Board Experience (1)

Public Company C-Level Professional Experience

Your Board’s Nominees

Clinton’s Nominees

(1) Includes, but not limited to experience at ValueVision Media. John Buck, Lowell Robinson, Randy Ronning and Keith Stewart also each have multi-channel retail experience at other companies, and Sean Orr and Randy Ronning each have media public board experience at other companies.

22

BOARD AND MANAGEMENT INTERESTS ARE ALIGNED WITH LONG TERM SUCCESS

ValueVision’s CEO and Board of Directors each own more shares than the Clinton Group

Notes: Ownership % sourced from each company’s most recently filed proxy.

(1) Per Clinton Group’s Definitive Proxy Statement dated May 12, 2014.

(2) Liberty Interactive Corp. ownership based on LINTA shares.

(3) Peer group includes 1-800-FLOWERS.COM, Inc.; Big 5 Sporting Goods Corporation; Blue Nile, Inc.; Cato Corporation; Coldwater Creek Inc.; dELiA*s, Inc.; Liquidity Services, Inc.; New York

& Company Inc.; Nutrisystem, Inc.; Overstock.com Inc.; Pacific Sunwear of California Inc.; priceline.com Incorporated; Select Comfort Corporation; and Tuesday Morning Corporation.

Summary

Management’s and directors’ incentives are closely aligned with stockholders

Overall beneficial ownership of our CEO as well as other executive officers and directors is above the median of our proxy peer group

ValueVision:

– CEO Beneficial Ownership: 5.3%

– Beneficial Ownership of all Directors and Officers: 12.6%

Proxy Peers Median:

– CEO Beneficial Ownership: 1.4%

– Beneficial Ownership of all Directors and Officers: 7.8%

Clinton Group Ownership: 4.0%

– Reduced beneficial ownership from 6.5% during campaign(1)

Beneficial Ownership as a %

of Total Shares Outstanding

ValueVision Media

5.3% 7.3%

Leadership

Clinton Group 4.0% (1)

Selected Competitors:

HSN, Inc.

2.8% 0.9%

Leadership 7.8%—Median of

Proxy Peer Group

Board and CEO

Liberty Interactive Corp. ownership(3)

1.2% 1.5%

Leadership (2)

0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0%

CEO Other Directors and Officers

23

VALUEVISION HAS BEEN OPEN TO A CONSTRUCTIVE DIALOG WITH CLINTON

ValueVision has shown a repeated willingness to have an open dialog with Clinton Group

– On September 19, 2013, representatives of Clinton Group had a conference call with CEO Keith Stewart and CFO William McGrath; Clinton Group expressed their conclusion that Keith Stewart should be replaced as CEO but did not offer any concrete strategic recommendations

– On October 21, 2013, representatives of Clinton Group met with CEO Keith Stewart and directors Sean Orr and Randy Ronning in Minneapolis; Clinton Group made a presentation to the Company’s representatives and again did not provide any recommendations, but merely repeated its previous desire to replace Keith Stewart

– On October 28, 2013, representatives of Clinton Group and director Sean Orr had a conference call to discuss the Board’s response to Clinton’s presentation; Sean Orr indicated that the Board supported the CEO and management team but was willing to listen to any concrete recommendations if Clinton provided any

– On April 14, 2014, Sean Orr and counsel for the Company spoke with Clinton to discuss possible approaches to reaching a settlement

– On April 21, 2014, Sean Orr again spoke with Clinton regarding a possible settlement of the proxy contest; no agreement was reached

Clinton Group (1) has rejected several settlement offers, (2) abandoned its special meeting proposals, but only after the Company filed preliminary proxy materials with the SEC and incurred significant expense associated with the special meeting, and (3) is seeking to have its nominees control the Board with a slate of candidates that we believe are not as strong as our nominees

– In response to Clinton’s desire for a Special Meeting, on November 15, 2013, the Company issued a press release announcing it had scheduled a Special Meeting for March 14, 2014 to give shareholders an opportunity to vote on Clinton’s proposals

– On February 3, 2014, 10 days after ValueVision had already filed a preliminary proxy statement with the SEC, Clinton sent a letter to the Company abandoning its Special Meeting proposals and indicating that it would instead pursue a proxy fight at the Annual Meeting

We believe the Clinton Group has been unwilling to engage in constructive dialogue with our Board and Management based on (among other things) the Clinton Group’s failure to present, or engage in any meaningful discussion of, any concrete alternative strategic recommendations before submitting its special meeting demands and initiating a proxy contest

24

STOCKHOLDERS SHOULD HAVE SERIOUS CONCERNS ABOUT CLINTON’S NOMINEES

Clinton Group has been inconsistent and “flip-flopped” on the nominees it is advocating to be placed on the ValueVision board

– As recently as four months ago, Clinton proposed Dorrit M. Bern and Melissa B. Fisher as nominees “critical” to the future success of ValueVision, yet weeks later, these nominees were suddenly swapped out for others

Mr. Bozek has not been with any other major television shopping network since his departure from HSN more than 10 years ago

According to Clinton Group’s nomination letter, nominees Mark Bozek and Thomas D. Beers are limited partners of and have substantial capital interests in Channel Commerce Partners, L.P. which is associated with Clinton Group and a participant in its solicitation

– Nominee Thomas D. Beers eers is a trustee of the Beers Family Trust, which hich directly owns 39.96% of

Channel Commerce Partners

– Mark Bozek has a 3% ownership in Channel Commerce Partners

– Each of Mark Bozek’s and the Beers Family Trust’s contributions are made through a feeder fund associated with the Clinton Group into Channel Commerce Partners; as such, each of Mr. Bozek and the Beers Family Trust is also a limited partner of this Clinton Group associate feeder fund

– Despite these facts and our ongoing communications with Clinton Group, Clinton only recently retraced and corrected their proxy to include this material relationship on May 23rd, 2014

In our view the Clinton Group’s agenda, including its 90 day plan, was formulated without undertaking any inside evaluation of the Company or without any analysis of the costs or benefits to the Company, demonstrates little strategic insight and does not adequately account for the risk and damage that could derail the Company’s ongoing momentum

25

TWO OF THE CLINTON GROUP’S NOMINEES HAVE SERVED ON THE BOARDS OF PUBLIC COMPANIES THAT HAVE LOST SHAREHOLDER VALUE DURING THE PERIODS THE

NOMINEES SERVED ON THESE BOARDS

Total Return Total Return

Tenure End Relative to Relative to

Company Board Member Tenure Start Date Date(1) Total Return(2) Market Index(2)(3) Sector Index(2) (4)

Pep Boys Mr. Rosenblatt 3/13/2013 Present(12.5%)(31.8%)(31.3%)

THWAPR Inc. Mr. Rosenblatt 6/7/2010 2/27/2012(99.0%)(132.7%)(155.5%)

Crocs, Inc. Mr. Frasch 11/2/2006 Present(20.4%)(70.5%)(134.1%)

Average Underperformance:(78.3%)(107.0%)

We believe that two of Clinton Group’s nominees have demonstrated a poor track record of stewardship

Although Mr. Rosenblatt is Clinton Group’s only nominee with Media related public company board experience, ValueVision questions Clinton Group’s judgment in selecting Mr. Rosenblatt as a nominee:

– During his appointment to the Board at THWAPR, the company has declined nearly 100% in value

– More recently, The Pep Boys: Manny, Moe & Jack has also drastically underperformed the market by any measure since he joined their Board

Additionally, two of Clinton Group’s nominees lack any public company board experience (Mr. Beers and Mr. Siegel)

Given the track record of Clinton’s nominees, how can fellow shareholders be convinced that Clinton’s slate is the right direction for the Company?

Source: SEC filings and Bloomberg. (1) As of May 23rd, 2014.

(2) Reflects the dividend adjusted share price appreciation during the tenure of the nominees. (3) Russell 2000.

(4) S&P Select Retail Index.

26

CLINTON GROUP’S RETAIL INVESTMENTS HAVE DECLINED IN VALUE

Do not give Clinton Group the chance to disrupt your investment in ValueVision: The majority of their campaigns’ targets have underperformed Russell 2000 over the short and long-term(1)

In campaigns where Clinton attempted to obtain or obtained a board seat, the target’s median total shareholder return underperformed the Russell 2000 by 6.8% after 500 or fewer trading days post activist campaign announcement

In campaigns where Clinton was successful in gaining a board seat, the target’s median total shareholder return was even worse by underperforming the Russell 2000 by 13.2% after 500 or fewer trading days post activist campaign announcement

We believe Clinton Group’s materially dismal performances at other retailers such as Wet Seal, JAKKS and Dillard’s demonstrate a severe lack of understanding around the basics of retail strategy.

A Costly Distraction to Wet Seal Shareholders

Noted activist investor, Clinton Group, accumulated a 7% position in WTSL and began agitating for change in spring 2012…We believe the proxy battle distracted management from running the business resulting in comps accelerating to the downside.

Jeremy Hamblin & Peter Mahon Dougherty & Company August 12, 2013

Steward of Value Destruction at JAKKS Pacific

Our current estimates assume financial improvement over the next two years, coming off an earnings loss in 2012. However, we do not have a high degree of confidence in our estimates given recent poor product performance, loss of business to competitors, an inability to create protectable brands, and the departure of key talent.

Gerrick Johnson BMO Capital Markets March 5, 2013

(13 Months after Clinton Group Joined the Board)

Unable to Materialize Any Strategy for Growth at Dillard’s

Dillard’s greatest challenge for over a decade has been sales growth. We do not believe that the company has yet to come up with strategies to deal with this. In fact this may be becoming an even larger challenge as low levels of capital spending mean the store level experience will likely deteriorate further versus competitors that are spending closer to depreciation.

Michael Exstein & Christopher Su Credit Suisse August 2010

(2 Years after Clinton & Barrington board members were elected)

(1) Defined as dividend adjusted returns between 250 and 500 trading days (long-term) or 250 or fewer trading days (short-term) post announcement of an activist campaign.

All emphasis added. Permission to quote or use the statements herein has not been sought or obtained from any party. This page presents only brief excerpts from selected analyst reports and does not purport to be comprehensive or to summarize the entire content of the reports. Other analyst reports may express alternative views. ValueVision is not responsible for the accuracy, completeness or currentness of the reports, and the presentation of these excerpts should not be read to imply adoption or endorsement by ValueVision of the reports or any views expressed therein.

27

CASE STUDY: THE WET SEAL, INC.

Share Price Performance

July 30, 2012:

Clinton sends letter to board threatening to announce a written consent solicitation to replace the Board

Price: $2.72

September 17, 2012:

Company offered to settle the proxy fight by expanding the Board to nine directors and adding two Clinton nominees and two directors selected by the current board; Clinton rejected offer

Price: $3.13

February 3, 2014:

Clinton Nominee Mindy Meads resigns from the Board

Price: $2.26

April 7, 2014:

Clinton Nominee Doritt Bern resigns from the Board

Price: $1.19

August 10, 2012: Company hired Guggenheim and Peter J. Solomon to review strategic options

Price: $3.04

August 22, 2012:

Clinton announced intent to solicit written consent to remove four members of the Board and elect five new directors

Price: $2.79

October 5, 2012:

Wet Seal reached settlement with Clinton and accepted resignations from 4 of its current board members and appointed 4 of Clinton’s nominees to fill the vacancies

Price: $3.14

March 10, 2014:

Company announces Clinton’s letter agreement to vote for the Company’s nominees to the Board at the upcoming annual meeting

Price: $1.91

May 23, 2014:

Company’s current share price is $0.95

$6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00

Jul-12 Sep-12 Nov-12 Jan-13 Mar-13 May-13 Jul-13 Sep-13 Nov-13 Jan-14 Mar-14 May-14

Stock price decreased 65% from Clinton’s settlement on October 5, 2012 to May 12, 2014

28

CASE STUDY: JAKKS PACIFIC, INC.

Share Price Performance

April 23, 2012:

JAKKS announces $80 million self-tender at $20.00 per share and appoints an independent director with nomination of additional director subject to Clinton Group approval

Price: $17.96

July 17, 2012:

JAKKS announces 2nd Quarter Earnings, net loss of $46.9 million

Price: $15.91

September 30, 2013:

Clinton’s last reported ownership stake of 0.2% of JAKK stock

Price: $4.50

March 14, 2012:

Clinton Group sends letter to the Board requesting the company start a sale process and “openly consider the indication of interest from Oaktree Capital Management, L.P”

Price: $16.55

March 31, 2012:

Clinton reports ownership stake of 0.2% of JAKK stock Price $17.45

$20.00 $19.00 $18.00 $17.00 $16.00 $15.00 $14.00 $13.00 $12.00 $11.00 $10.00 $9.00 $8.00 $7.00 $6.00 $5.00 $4.00

Mar-12 May-12 Aug-12 Oct-12 Dec-12 Feb-13 May-13 Jul-13 Sep-13

JAKKS share price declined 75% since its settlement with Clinton on April 23, 2012 and on September 30, 2013, Clinton’s last reported position

29

CASE STUDY: DILLARD’S

June 28, 2007: Barington Capital Group, a 3.2% stakeholder, requests meeting with Chairman and CEO

Price: $36.69

August 30, 2007:

Barington Capital Group sends additional letter

Price: $23.03

April 1, 2008: Settlement to avoid proxy fight reached. Two board seats were nominated by the dissident group

Price: $18.41

May 17, 2008:

Barington and Clinton approved board members are elected

Price: $18.92

September 25, 2008:

Barington and Clinton file 13D calling on the Board of Directors to repurchase all Class B shares with its own class of directors on the Board

Price: $12.54

November 19, 2007: Company announces share repurchase program

Price: $16.53

January 29, 2008:

Barington, the Clinton Group and RJG Capital Management jointly filed a 13D to report a combined 5.32% stake and a letter to the Board

Price: $19.78

October 27, 2008:

Additional letter sent reiterating demands

Price: $4.52

December 8, 2008: Group lowers stake to below 5.0% stake

Price: $4.47

$40.00 $35.00 $30.00 $25.00 $20.00 $15.00 $10.00 $5.00 $0.00

Jun-07 Aug-07 Oct-07 Dec-07 Feb-08 Apr-08 Jun-08 Aug-08 Oct-08 Dec-08

Stock price decreased 76% from when Clinton’s nominee was appointed to their December 13DA filing

30

SHAREHOLDERS HAVE A CLEAR CHOICE

ShopHQ

Continued execution of a clearly articulated strategy that has produced eight consecutive quarters of positive adjusted EBITDA and has positioned the Company to grow and substantially enhance shareholder value:

– Expand and Optimize TV Distribution Platform

– Broaden and Diversify Merchandising Mix with Compelling Product

– Grow Customer Base, Purchase Frequency and Retention

– Be a Watch & Shop Anytime, Anywhere Experience

Proven track record as demonstrated by their ability to streamline operations, improve the quality and cost effectiveness of the Company’s TV distribution footprint and significantly enhance the stability and flexibility of the Company’s balance sheet – all designed to produce significant shareholder value

Nominated following a thorough review of their qualifications

Aligned with stockholders via material equity ownership

Accountable to stockholders with annual elections

Clinton Group

In our view, the Clinton Group’s pre-determined agenda, including its 90-day plan, was formulated without undertaking any inside evaluation of the Company or any analysis of the costs or benefits to the Company, demonstrates little strategic insight and does not adequately account for the risk and damage that could derail the Company’s ongoing momentum

Clinton Group’s retail theater “solution” is marketing, not a business model, in our view

Poor track record as stewards of value or no public board experience at all

Minimal multi-channel retail experience in the last decade

Pre-determined and incomplete 90-day plan

Minimal public media Board experience

Clinton Group and its nominees are seeking Board representation greatly disproportionate to their shareholdings

Significant recent reductions in ownership

Short-term focus to detriment of long-term value

Clinton not aligned with interests of all stockholders

Strategy for ValueVision

Director Nominees

Alignment and Accountability

Track Record of Performance and Long-Term Value Creation

Clinton’s Nominees Are Not as Well Qualified to Deliver Shareholder Value, in Our View

31

APPENDIX A – SUPPLEMENTARY CLINTON GROUP MATERIALS

32

DISMAL PERFORMANCE OF CLINTON GROUP’S CAMPAIGNS WITH OBTAINED BOARD SEATS

Clinton Target Shareholder Returns Relative to the Russell 2000

700% 600% 500% 400% 300% 200% 100% 0% -100%

Performance Relative to the Russell 2000

Summary – 250 Days or Fewer

Return Vs. Russell 2000 Over 0% 5 Return Vs. Russell 2000 Under 0% 10 Median Relative Return (16.4%)

Summary – 500 Days or Fewer

Return Vs. Russell 2000 Over 0% 5 Return Vs. Russell 2000 Under 0% 10 Median Relative Return (13.3%)

Source: SEC Filings, Press Releases, Shark Repellent and Company Websites.

Note: Initiating Event defined as the date of the first publicly available document citing Clinton Group announcing the pursuit of or intent to pursue a variety of tactics at a publicly traded companies or the announcement of settlement agreement between Clinton Group and a publicly traded company. Note: Includes 15 contested situations with Clinton obtaining a Board seat within 500 days of the initiating event: Nutrisystem in 2012, Quality Systems, Inteliquent (f.k.a. Natural Tandem) in 2011, Inteliquent in 2013, Stillwater Mining, Digital Generation, The Wet Seal, Rumson-Fair Haven Bank, Red Robin Gourmet Burgers in 2010, JAKK’s, Lenox Group, China Security

& Surveillance Technology, Giffon Corp, Abraxis Petroleum and BJ’s Restaurants.

Note: When a second campaign is launched at the same target or the Company is delisted, performance is no longer tracked for the first campaign.

0 25 50 75 100 125 150 175 200 225 250 275 300 325 350 375 400 425 450 475 500

Days Since Activist Campaign Became Public (Until Company Delisting or 500 Days)

33

DISMAL PERFORMANCE OF CLINTON GROUP’S CAMPAIGNS WITH INTENT TO OBTAIN / OR OBTAINED BOARD SEATS

Clinton Target Shareholder Returns Relative to the Russell 2000

Performance Relative to the Russell 2000

-

100% 0% 100% 200% 300% 400% 500% 600% 700%

0 25 50 75 100 125 150 175 200 225 250 275 300 325 350 375 400 425 450 475 500

Days Since Activist Campaign Became Public (Until Company Delisting or 500 Days)

Summary – 250 Days or Fewer

Return Vs. Russell 2000 Over 0% 7

Return Vs. Russell 2000 Under 0% 14

Median Relative Return (16.4%)

Summary – 500 Days or Fewer

Return Vs. Russell 2000 Over 0% 8

Return Vs. Russell 2000 Under 0% 13

Median Relative Return (6.8%)

Source: SEC Filings, Press Releases, Shark Repellent and Company Websites.

Note: Initiating Event defined as the date of the first publicly available document citing Clinton Group announcing the pursuit of or intent to pursue a variety of tactics at a publicly traded companies or the announcement of settlement agreement between Clinton Group and a publicly traded company. Note: Includes 21 contested situations with Clinton publicly announcing the intent to obtain or obtaining a Board seat within 500 days of the initiating event: XenoPort, Nutrisystem in 2012, Quality Systems, Inteliquent (f.k.a. Natural Tandem) in 2011, Inteliquent in 2013, Gleacher & Company, ModusLink, Stillwater Mining, Digital Generation, The Wet Seal, Rumson-Fair Haven Bank, JAKK’s, Porter Bancorp, Select Comfort Corporation, Red Robin Gourmet Burger in 2010, Dillard’s, Lenox Group, China Security & Surveillance Technology, Giffon Corp, World Air Holdings, Abraxis Petroleum, BJ’s Restaurants and ValueVision Media.

Note: When a second campaign is launched at the same target or the Company is delisted, performance is no longer tracked for the first campaign.

34

APPENDIX B – DIRECTOR AND MANAGEMENT BIOGRAPHIES

35

DIRECTOR BIOGRAPHIES

Jill Botway

President and CRO of Collective Media

Ms. Jill R. Botway serves as the President and CRO of Collective Media. She recently served as Executive Vice President and Director of Sales and Marketing for Interactive Media Holdings, a multi-platform, digital media company in New York since 2012. In addition, from 2009 to 2010, Ms. Botway was Chief Executive Officer of WMI, Inc., a multi-platform media services company, and since 2010, she has been a Managing Member at private equity firm Cavu Holdings LLC. From 2005-2009, Ms. Botway was President of Omnicom Media Group’s U.S. Strategic Business Units. Before joining Omnicom, Ms. Botway held various executive positions with media companies and as an attorney has prior law firm experience.

Ms. Botway brings broad expertise in media and consumer marketing, as well as brand development, which gives the Board insight into customer focusing initiatives, marketing methods and brand positioning. As an attorney, Ms. Botway also brings a sound understanding of legal issues and concerns that may face the Company.

John Buck Chairman, Medica

Mr. John D. Buck currently serves as non-executive chairman of the Board of Medica (Minnesota’s second largest health insurer) and previously served as chief executive officer of Medica from July 2001 until his retirement in January 2003. From October 2007 to March 2008, and again from August 2008 through January 2009, Mr. Buck served as our interim Chief Executive Officer. Previously, Mr. Buck worked for Fingerhut Companies where he held several senior executive positions, including president and chief operating officer. He left Fingerhut in October 2000. Mr. Buck also previously held executive positions at Graco Inc., Honeywell Inc., and Alliant Techsystems Inc. Mr. Buck currently serves on the Board of Directors of Patterson Companies, Inc.

Mr. Buck provides the Board with his experience in the consumer retail industry, including his past service as an interim Chief Executive Officer of our Company and his senior leadership positions at Fingerhut Companies. He additionally brings to us the knowledge and judgment he gains from serving on other public and private company boards, which allows us to benefit from his insight into board governance matters and appropriate board processes.

36

DIRECTOR BIOGRAPHIES

William Evans

Former VP & CFO, Witness Systems

Mr. William F. Evans most recently served as the executive vice president and chief financial officer of Witness Systems, Inc., a public, global provider of workforce optimization software and services based in Roswell, Georgia from May 2002 until he retired when the company was sold in June 2007. Previously, Mr. Evans had served in a number of operational and financial management roles for a variety of companies, including Superior Essex, ProSource, Inc., H&R Block, Inc., Management Sciences of America and Electromagnetic Sciences, Inc. He began his professional career at Peat Marwick, Mitchell, and Co. (now KPMG), where he was elected a partner in 1980 and was named partner-in-charge of the Atlanta audit practice in 1985. Mr. Evans has served on the Board of Directors of several other private and public companies, including SFN Group, Inc. and Wolverine Tube, Inc. Mr. Evans also currently serves on the Board of directors of SAIA, Inc., where he serves on the audit committee.

Mr. Evans offers senior financial management and accounting expertise gained through his long career both in public accounting as well as in senior management and board positions with corporate governance duties at a number of companies. We believe his broad experience and service in senior management and boards of directors provides our Board with valuable expertise, particularly with respect to financial reporting.

Landel C. Hobbs CEO, LCH Enterprises LLC

Mr. Landel C. Hobbs has been Chief Executive Officer of LCH Enterprises LLC, a consulting firm that operates in the broader telecommunications and media space, since 2010. Mr. Hobbs previously served as Chief Operating Officer of Time Warner Cable (“TWC”) from 2005 until the end of 2010 and was Chief Financial Officer of TWC from 2001 until 2005. He served as Vice President of Financial Analysis and Operations Support for all divisions of AOL Time Warner from September 2000 until October 2001. Mr. Hobbs also served in various positions, including Senior Vice President, Controller and Chief Accounting Officer, of Turner Broadcasting System, Inc. from 1993 until 2000. Before joining Turner in 1993, he served as Senior Vice President and Audit Director of Banc One Illinois Corporation and Senior Manager with KPMG Peat Marwick. He is Lead Director of Allconnect and a current Trustee of the National 4H Council and The Dyslexia Resource Trust. He was previously Chair and a Director of CSPAN and a Trustee of Women in Cable Television (WICT) and is a Broadcasting and Cable Hall of Fame Member.

We believe Mr. Hobbs’ experience in the media and telecommunications sectors, including financial, strategic and operational leadership roles, provide the Board with important experience and viewpoints in the strategically important areas of media, telecommunications and finance.

37

DIRECTOR BIOGRAPHIES

Sean Orr

CFO and Treasurer of Accretive Health, Inc.

Mr. Sean F. Orr is currently the CFO and Treasurer of Accretive Health, Inc., a position he has served in since August 2013. Before that, Mr. Orr served as SVP and CFO for Maxum Petroleum, Inc. from July 2012 until December 2012, following the company’s sale to a third party. From March 2009 through June 2012, Mr. Orr provided consulting services to a range of clients in his own consulting business as well as serving active roles on two not-for-profit boards. Prior to that he served as president and CFO of Dale and Thomas Popcorn, LLC, a snack food business, from February 2007 until March 2009. Prior to that, he was a partner in Tatum Partners, LLC, an executive services firm, in 2006, and the EVP and CFO of The Interpublic Group of Companies, a parent of global advertising and public relations firms, from 1999 to 2003. He also worked at Pepsico Inc. from 1994 to 1999 in the roles of SVP and Controller at Pepsico Corporate Headquarters and EVP and CFO of its Frito-Lay division; Reader’s Digest as VP and Controller from 1990 to 1994; and Peat Marwick, Mitchell, and Co. (now KPMG), from 1976 to 1990 (serving as a partner from 1986 to 1990). Mr. Orr also was a member of the Board of Directors and Chairman of the Board’s Finance Committee for The Interpublic Group of Companies from 1999-2003.

Mr. Orr is a certified public accountant and offers senior financial management and accounting expertise gained through his long career both in public accounting and in private industry. We believe his broad experience and service in senior management provides our Board with valuable expertise, particularly with respect to financial reporting and capital markets.

Lowell W. Robinson Former CFO and COO of MIVA, Inc.

Mr. Lowell W. Robinson served as the CFO and COO of MIVA, Inc., an online advertising network, from 2007 through 2009. He joined MIVA in 2006 as CFO and Chief Administrative Officer. He had previously served as the President of LWR Advisors from 2002 to 2006 and as the CFO and Chief Administrative Officer at HotJobs.com from 2000 to 2002. He previously held senior financial positions at Advo, Inc., Citigroup Inc. and Kraft Foods, Inc. Mr. Robinson also served on the Board of Directors of The Jones Group from 2005 to 2014, the Board of Directors of Local.com Corporation from 2011 to 2012, the Board of Advisors for the University of Wisconsin School of Business from 2006 to 2010, the Board of Directors of International Wire Group, Inc. from 2003 to 2009, and the Board of Directors of Independent Wireless One, Diversified Investment Advisors and Edison Schools Inc. He is a member of the Smithsonian Libraries Advisory Board and the Board of the Metropolitan Opera Guild. Since 2009, Mr. Robinson’s principal occupation and employment has consisted of his service on the Board of Directors of the Jones Group, the Board of Directors of Local.com Corporation and the Board of Advisors for the University of Wisconsin School of Business.

We believe that Mr. Robinson’s extensive public company experience and deep understanding of the Internet, media, consumer and retail industries provide our Board with critical experience and perspectives on issues of importance to public companies operating in the e-commerce area.

38

DIRECTOR BIOGRAPHIES

Keith Stewart CEO

Mr. Keith Stewart joined ShopHQ in 2008 after having served the majority of his retail career at QVC, where he most recently was general manager of QVC’s large and profitable German business unit, vice president – merchandising home of QVC (USA), and vice president – international sourcing of QVC (USA). During his tenure at QVC, he developed expertise in all areas of TV shopping, including merchandising, programming, cable distribution, strategic planning, organizational development, and international sourcing. Mr. Stewart is also experienced in leading a large employee base and vendor community with a focus to drive sales, profits, and new customers.

Mr. Stewart brings to our Board and our Company extensive executive retail, operations, product sourcing and e-commerce experience both domestically and internationally with more than 23 years of leadership experience in the electronic retailing industry. His strong understanding of multichannel retailing strategy and operations and his track record of delivering growth and profitability in our industry gives the Board essential perspectives and insights in their oversight of Company strategy and development.

Randy Ronning Chairman of the Board

Mr. Randy S. Ronning currently serves as Chairman of our Board. Mr. Ronning served as EVP and chief merchandising officer of QVC, a major electronic retailer, where he oversaw all merchandising, brand management, and merchandise analysis efforts of QVC and QVC.com, from June 2005 until his retirement in January 2007. He also was responsible for QVC.com operations during this period. Previously, Mr. Ronning was EVP with responsibility over affiliate sales and marketing, information services, marketing, research and sales analysis, direct marketing, corporate marketing, public relations, and charitable giving at QVC, from 2001 to May 2005. Prior to joining QVC, Mr. Ronning spent 30 years with J.C. Penney Co., where he held executive positions including president of its catalog and internet divisions. Mr. Ronning has also served on the Boards of several nonprofit and organizations, including the Electronic Retailing Association, the Dallas Symphony Association, the University of Dallas, the Fashion Institute of Technology, the Mail Order Association, Chairman of the Board, Forrester Research, Knot, Philadelphia Orchestra, The Franklin Institute, and another private company, Commerce Hub, where he was Chairman of the Board.

Mr. Ronning’s extensive senior executive level experience at two major retailing companies provides the Board and the Company with invaluable expertise and industry knowledge as we continue to execute our strategy for growth and profitability. In particular, Mr. Ronning’s record of success in leading the development and success of the e-commerce operations at his prior companies is of substantial importance to the Board and the Company in addressing similar growth opportunities in our Company’s business. Mr. Ronning’s depth of experience in managing, leading and motivating employees provides the Board with great insights in his role as chairman of the human resources and compensation committee.

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MANAGEMENT BIOGRAPHIES

Keith R. Stewart CEO

Mr. Keith Stewart joined ShopHQ in 2008 after having served the majority of his retail career at QVC, where he most recently was general manager of QVC’s large and profitable German business unit, vice president – merchandising home of QVC (USA), and vice president – international sourcing of QVC (USA). During his tenure at QVC, he developed expertise in all areas of TV shopping, including merchandising, programming, cable distribution, strategic planning, organizational development, and international sourcing. Mr. Stewart is also experienced in leading a large employee base and vendor community with a focus to drive sales, profits, and new customers.

Mr. Stewart brings to our Board and our Company extensive executive retail, operations, product sourcing and e-commerce experience both domestically and internationally with more than 23 years of leadership experience in the electronic retailing industry. His strong understanding of multichannel retailing strategy and operations and his track record of delivering growth and profitability in our industry gives the Board essential perspectives and insights in their oversight of Company strategy and development.

William J. McGrath EVP & CFO

Mr. William McGrath is the Executive Vice President and Chief Financial Offer for ShopHQ. Mr. McGrath was appointed EVP & CFO in June 2011. He joined the company in January 2010 as Vice President of Quality Assurance and was appointed Senior Vice President & Chief Financial Officer in August 2010. Most recently, Mr. McGrath served as Vice President Global Sourcing Operations and Finance at QVC in 2008. During his tenure at QVC, he also served as Vice President Corporate Quality Assurance and Quality Control from 1999 – 2008; Vice President Merchandise Operations and Inventory Control from 1995-1999; Vice President Market Research and Sales Analysis from 1992 – 1995; and Director Financial Planning and Analysis from 1990-1992. Prior to QVC, Mr. McGrath held a variety of leadership positions at Subaru of America from 1983-1990 and Arthur Andersen from 1979-1983. He holds an MBA in finance from Drexel University and a BS in Accounting from Saint Joseph’s University.

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MANAGEMENT BIOGRAPHIES

G. Robert Ayd President

Mr. Bob Ayd joined ShopHQ in February 2010 as President, overseeing Merchandising, Planning, Programming, Broadcast Operations, and On-Air Talent. Mr. Ayd brings an extensive background and proven track record of success to ShopHQ, including executive leadership roles at QVC and Macy’s. Most recently, he served as Executive Vice President and Chief Merchandising Officer at QVC (U.S.) from 2006 to 2008. During his tenure at QVC, Mr. Ayd also served as Senior Vice President, Design Development & Global Sourcing and Brand Development from 2005 to 2006, and Senior Vice President of Jewelry and Fashion from 2000 to 2004. Prior to joining QVC in 1995 as Vice President of Fashion, Mr. Ayd held numerous executive leadership positions for Macy’s, culminating with Senior Vice President in Women’s Sportswear from 1991 to 1995. Mr. Ayd began his career at Macy’s in 1975 as buyer of handbags, bodywear and footwear.

Carol Steinberg COO

Ms. Carol Steinberg is the Chief Operating Officer for

ShopHQ. Ms. Steinberg was appointed the COO in October of 2012. She joined the company in June 2009 as Senior Vice President of E-Commerce, Marketing and Business Development and was appointed EVP of Internet, Marketing and Human Resources in June 2011. Ms. Steinberg has over 25 years of experience in marketing, customer relationships, management, strategic planning and business development across a broad portfolio of businesses in the TV shopping, retail, cable, pharmaceutical and financial industries.

Previously she was Vice President at David’s Bridal, where she expanded its Internet presence by designing and implementing marketing and merchandising strategies that drove traffic in store and online. Prior to this position, Ms. Steinberg spent 12 years at QVC, most recently having served as the Director of Online Marketing and Business Development.

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APPENDIX C – RECONCILIATION TO ADJUSTED EBITDA AND ADJUSTED NET INCOME / (LOSS)

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SUMMARY ADJUSTED EBITDA RECONCILIATION

($ 000s)

F08 F09 F10 F11 F12 F13 F14

FY FY FY FY FY* FY Q1

EBITDA, as adjusted $(51,421) $(19,411) $ 2,351 $ 996 b $ 4,494 $ 18,012 $ 5,513

Less:

FCC license impairment (8,832)(11,111)

Writedown of Auction Rate Securities(11,072)

Gain (loss) on sale of investments or asset (969) 3,628 100

CEO Transition Cost(2,681)(1,932) -

Debt Extinguishment — —(1,235)(25,679)(500)

Activist Shareholder Response Costs — — — —(2,133)(1,045)

Restructuring costs and other non-recurring items(4,299)(2,303)(1,130) — --

Non-cash share-based compensation(3,928)(3,205)(3,350)(5,007)(3,257)(3,218)(1,044)

EBITDA (as defined) (a)(83,202)(23,223)(3,364)(29,690)(10,274) 12,662 3,424

A reconciliation of EBITDA to net income (loss) is as follows:

EBITDA, as defined(83,202)(23,223)(3,364)(29,690)(10,274) 12,662 3,424

Adjustments:

Depreciation and amortization(17,297)(14,320)(13,337)(12,827)(13,423)(12,585)(2,372)

Interest income 2,739 382 51 64 11 18 -

Interest expense -(4,928)(9,795)(5,527)(3,970)(1,437)(391)

Income taxes(33) 91 577(84)(21)(1,173)(201)

Net income (loss) $ (97,793) $ (41,998) $ (25,868) $ (48,064) $ (27,676) $ (2,515) $ 460

*Includes 14th week/53rd week a) EBITDA as defined for this statistical presentation represents net income (loss) from continuing operations for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines Adjusted EBITDA as EBITDA excluding debt extinguishment; non-operating gains (losses); non-cash impairment charges and write-downs; activist shareholder response costs; and non-cash share-based compensation expense.

Management has included the term EBITDA, as adjusted, in its EBITDA reconciliation in order to adequately assess the operating performance of the Company’s television and Internet businesses and in order to maintain comparability to its analyst’s coverage and financial guidance. Management believes that EBITDA, as adjusted, allows investors to make a more meaningful comparison between our business operating results over different periods of time with those of other similar small cap, higher growth companies. In addition, management uses EBITDA, as adjusted, as a metric measure to evaluate operating performance under its management and executive incentive compensation programs. EBITDA, as adjusted, should not be construed as an alternative to operating income (loss) or to cash flows from operating activities as determined in accordance with GAAP and should not be construed as a measure of liquidity. EBITDA, as adjusted, may not be comparable to similarly entitled measures reported by other companies.

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SUMMARY ADJUSTED NET INCOME RECONCILIATION

($ Millions)

F08 FY F09 FY F10 FY F11 FY F12 FY* F13 FY F14 Q1

1/31/2009 1/30/2010 1/29/2011 1/28/2012 2/2/2013 2/1/2014 5/3/2014

Net Sales $ 567.5 $ 527.9 $ 562.3 $ 558.4 $ 586.8 $ 640.5 $ 159.7

Gross Profit $ 182.8 $ 173.8 $ 199.5 $ 204.1 $ 212.4 $ 230.0 $ 60.0

Gross Profit % 32.2% 32.9% 35.5% 36.6% 36.2% 35.9% 37.6%

Adjusted EBITDA $(51.4) $(19.4) $ 2.4 $ 1.0 $ 4.5 $ 18.0 $ 5.5

Adjusted Net Income/(Loss) $(89.3) $(14.7) $ (24.6) $(22.4) $ (16.1) $(0.4) $ 1.5

FCC License Impairment $(8.8) $—$—$—$ (11.1) $—$ -

Debt Extinguishment $—$—$(1.2) $(25.7) $(0.5) $—$ -

Activist Shareholder Costs $—$—$—$—$—$(2.1) $(1.0)

Net Income/(Loss) $(98.1) $(14.7) $ (25.9) $(48.1) $ (27.7) $(2.5) $ 0.5

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