On February 26, 2010, AB & Co., as beneficial owner of 8,633,733 shares of Common Stock, representing approximately 86.5% of the outstanding shares of Common Stock, requested that a special meeting of the Company’s shareholders (the “Special Meeting”) be held for the purpose of: (i) removing one or more of the five independent directors currently serving on the Company’s Board of Directors (the “Independent Directors”) (and any person or persons elected, appointed or designated by the Board to fill any vacancy or newly created directorship after February 26, 2010 and prior to completion of the Special Meeting) and (ii) taking such further actions, including the amendment of the Company’s by-laws, as may be necessary or appropriate to accomplish the foregoing actions. The request for the Special Meeting was made in accordance with the Company’s by-laws, which require the President or Secretary of the Company to call a special meeting of shareholders upon written request of shareholders owning 25% or more of the Company’s outstanding capital stock. On February 26, 2010, the Secretary of the Company called the Special Meeting for April 16, 2010.
AB & Co. has lost confidence in one or more of the Independent Directors and believes that, as the majority shareholder of the Company, it will be difficult to work constructively with some or all of them to, among other things, address matters of corporate policy, including, among other things: (i) capital allocation policy and (ii) the Litigation (including the validity of, continuing need for and role of a special committee of the Board relating to the Litigation). AB & Co. has not made a definitive voting decision with respect to which of the Independent Directors it will vote to remove at the Special Meeting. Except as set forth in this Amendment No. 3, none of the Reporting Persons have any plans or proposals with regard to items (a) through (j), inclusive, of item 4 to Schedule 13D. However, AB & Co. intends to exercise its rights as majority shareholder of the Company and accordingly reserves the right to take action in respect of any of the foregoing matters or any other matter in which majority shareholders might be expected to take an interest.
AB & Co. reserves the right to change its plans and intent, at any time and from time to time, with respect to any of such matters, based on its view of its best interests, its obligations to the Company (to the extent required by applicable law or agreement), and other factors in light of (i) the Company’s financial position, future actions taken by the Company’s Board, price levels of the Common Stock or other equity or debt securities of the Company, (ii) its obligations to comply with, or its best interests with regard to, the Settlement and (iii) general economic, political, or industry conditions, including conditions in the securities market, or changes in laws, rules, regulations or customs, and any other conditions or changes thereto, in AB & Co.’s sole determination.
The following 8-K says there are no "family" connections between the newly appointed directors and other directors of the firm. Someone at the SEC must believe family connections inside companies are bad.
But who said family connections were at the root of Value Line corruption?
The new directors are worried about their jobs. But one good way to hold on is to become a rubber stamp for plans made by people running the show from afar.
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report :
February 17, 2010
Value Line, Inc. 220 E. 42nd Street New York, NY 10017
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2010, the Board of Directors of Value Line, Inc. expanded its size to 10 directors and appointed Stephen Anastasio, Treasurer of the Company, Mitchell Appel, Chief Financial Officer of the Company, and Thomas Sarkany, Secretary of the Company, as directors of the Company. The election was conducted in accordance with the Company’s by-laws, which allow the Board to expand its membership.
Employee directors, including the newly appointed directors receive no additional compensation for their services on the Board and none of the newly appointed directors at this time have been named to any committees of the Board.
No family relationships exist between Mr. Anastasio, Mr. Appel, Mr. Sarkany and any of the Company’s other directors, other executive officers and majority shareholder. There are no arrangements between Mr. Anastasio, Mr. Appel, Mr. Sarkany and any other person pursuant to which Mr. Anastasio, Mr. Appel, or Mr. Sarkany was selected as a director, nor are there any transactions to which the Company was or is a participant and in which Mr. Anastasio, Mr. Appel, or Mr. Sarkany has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 17, 2010 Value Line, Inc.
By: /s/ Howard A. Brecher Acting Chairman and Chief Executive Officer (Principal Executive Officer)