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| REVU > SEC Filings for REVU > Form 8-K on 20-Apr-2009 | All Recent SEC Filings |
20-Apr-2009
Change in Directors or Principal Officers, Amendments to Articles of Inc. or
On April 16, 2009, Mr. Richard Sarnoff and Mr. Clyde E. Williams, Jr. resigned as members of the Board of Directors of The Princeton Review, Inc. (the "Company") including all committees thereof.
Prior to the effectiveness of these resignations, also on April 16, 2009, the Board of Directors, in accordance with the provisions of the Company's Amended and Restated By-laws, appointed Ms. Linda Whitlock as a Class III member of the Company's Board of Directors and as a member of the Audit Committee, effective upon the receipt of any necessary approvals of the holders of the Company's Series C Convertible Preferred Stock. Those approvals were received by the Company on April 17, 2009. In connection with her service to the Company as a director, Ms. Whitlock will be entitled to receive cash and equity compensation consistent with that of the Company's other non-employee directors. Ms. Whitlock was not selected as a director pursuant to any arrangement or understanding between Ms. Whitlock and any other person and there are no relationships or related party transactions between Ms. Whitlock and the Company that would be required to be reported under Section 404(a) of Regulation S-K.
A copy of the press release issued on April 20, 2009, announcing Ms. Whitlock's appointment to the Board of Directors, is attached as Exhibit 99.1 and incorporated herein by reference.
Effective April 16, 2009, the Board of Directors of the Company adopted the following amendments to the Corporation's Amended and Restated By-laws (the "By-laws"):
• Article III, Section 2 was amended to allow the number of directors to be fixed by a resolution of the Board of Directors, but in no event can the number of directors exceed nine (9); and
• Article III Section 3(c) was amended to provide that the Nominating Committee shall nominate such number of individuals as is equal to (i) the number of directors fixed by resolution of the Board of Directors in accordance with Article III, Section 2 of the By-laws less (ii) the number of directors that may be elected exclusively by the holders of the Series C Convertible Preferred Stock in accordance with Article III, Section 3(d) of the By-laws.
The Company's Amended and Restated By-laws reflecting these amendments is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
(d) Exhibits.
3.1 Amended and Restated By-laws of The Princeton Review, Inc. as of April 16, 2009.
99.1 Press release dated April 20, 2009.
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