t66107_def14a.htm
              UNITED STATES
OMB APPROVAL
               SECURITIES AND EXCHANGE COMMISSION
OMB Number: 3235-0059
              Washington, D.C. 20549
Expires: January  31, 2008
 
              SCHEDULE 14A
Estimated average burden hours per response... 14
 
  Proxy Statement Pursuant to Section 14(a) of the Securities
  Exchange Act of 1934 (Amendment No.         )
 
Filed by the Registrant     x
Filed by a Party other than the Registrant     o
 
Check the appropriate box:
   
o
Preliminary Proxy Statement
x
Definitive Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Additional Materials
o
Soliciting Material Pursuant to Rule §240.14a-12
 
 
 
Value Line, Inc.
(Name of Registrant as Specified In Its Charter)
 
 
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x
No fee required.
     
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     
 
1.
Title of each class of securities to which transaction applies:
   
 
     
 
2.
Aggregate number of securities to which transaction applies:
   
 
     
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
     
 
4.
Proposed maximum aggregate value of transaction:
     
     
 
5.
Total fee paid:
     
   
SEC 1913 (04-05) 
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
     
o
Fee paid previously with preliminary materials.
     
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
 
1.
Amount Previously Paid:
   
     
 
2.
Form, Schedule or Registration Statement No.:
   
     
 
3.
Filing Party:
   
     
 
4.
Date Filed:
   
 
 
VALUE LINE, INC.
220 East 42nd Street
New York, New York 10017
     
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
     
 
TO THE SHAREHOLDERS:
 
          Notice is hereby given that the Annual Meeting of the Shareholders of Value Line, Inc. (the “Company”) will be held on September 10, 2009, at 9:30 a.m. at the offices of Value Line Distribution Center, Inc. located at 125 East Union Ave., East Rutherford, N.J. 07073 for the following purposes:

 
1.
To elect directors of Value Line, Inc.; and
     
 
2.
To transact such other business as may properly come before the meeting.
 
          Shareholders of record at the close of business on August 19, 2009 will be entitled to notice of and to vote at the meeting and any adjournments thereof.
 
          If you hold shares in your name and are attending the Annual Meeting, please bring your admission ticket included with the Proxy Statement as well as a form of government issued photo identification. If your shares are held indirectly in the name of a bank, broker or other nominee (in “street name”), please also request a letter or some other evidence of ownership from your bank, broker or other nominee, as well as proper authorization if you wish to vote your shares in person, and bring these documents to the Annual Meeting. Directions to the Annual Meeting may be obtained by sending an e-mail request to vlcr@valueline.com or calling 212-907-1500.
 
          We urge you to vote on the business to come before the meeting by promptly executing and returning the enclosed proxy in the envelope provided or by casting your vote in person at the meeting.
 

 
By order of the Board of Directors
   
 
HOWARD A. BRECHER,
 
Vice President and Secretary
 
New York, New York
August 24, 2009

 
 
 
 
VALUE LINE, INC.
220 East 42nd Street
New York, New York 10017
     
 
ANNUAL MEETING OF SHAREHOLDERS — SEPTEMBER 10, 2009
     
 
PROXY STATEMENT
 
          The following information is furnished to each shareholder in connection with the foregoing Notice of Annual Meeting of Shareholders of Value Line, Inc. (the “Company”) to be held on September 10, 2009. The enclosed proxy is for use at the meeting and any adjournments thereof. This Proxy Statement and the form of proxy are being mailed to shareholders on or about August 24, 2009.
 
          The enclosed proxy is being solicited by and on behalf of the Board of Directors of the Company. A proxy executed on the enclosed form may be revoked by the shareholder at any time before the shares are voted by delivering written notice of revocation to the Secretary of the Company, by executing a later dated proxy or by attending the meeting and voting in person. The shares represented by all proxies which are received by the Company in proper form will be voted as specified. If no specification is made in a proxy, the shares represented thereby will be voted for the election of the Board’s nominees as Directors and in the best judgment of the proxies upon such other matters as may properly come before the meeting.
 
          The expense in connection with the solicitation of proxies will be borne by the Company.
 
          Only holders of Common Stock of record at the close of business on August 19, 2009 will be entitled to vote at the meeting. On that date, there were 9,981,600 shares of Common Stock issued and outstanding, the holders of which are entitled to one vote per share.
 
          Under the New York Business Corporation Law (the “BCL”) and the Company’s By-Laws, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote on a particular matter is necessary to constitute a quorum of shareholders to take action at the Annual Meeting with respect to such matter. For these purposes, shares which are present, or represented by a proxy, at the Annual Meeting will be counted for quorum purposes regardless of whether the holder of the shares or proxy fails to vote on any particular matter or whether a broker with discretionary authority fails to exercise its discretionary voting authority with respect to any particular matter. Once a quorum of the shareholders is established, under the BCL and the Company’s By-Laws, the nominees standing for election as directors will be elected by a plurality of the votes cast and each other matter will be decided by a majority of the votes cast on the matter, except as otherwise provided by law or the Company’s Certificate of Incorporation or By-Laws. For voting purposes (as opposed to for purposes of establishing a quorum) abstentions and broker non-votes will not be counted in determining whether the nominees standing for election as directors have been elected and whether each other matter has been approved.

 
1
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
          The following table sets forth information as of August 1, 2009 as to shares of the Company’s Common Stock held by persons known to the Company to be the beneficial owners of more than 5% of the Company’s Common Stock.

 
Name of
Beneficial Owner
 
  
Number of Shares
Beneficially Owned
  
Percentage of Shares
Beneficially Owned(1)
  
Arnold Bernhard & Co., Inc.(1)
  
 8,633,733
     86.5 %
220 East 42nd Street
                  
New York, NY 10017
                  
 
(1)
Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive Officer of the Company, owns all of the outstanding voting stock of Arnold Bernhard & Co., Inc.
 
         The following table sets forth information as of August 1, 2009 with respect to shares of the Company’s Common Stock owned by each nominee for director of the Company, by each executive officer listed in the Summary Compensation Table and by all executive officers and directors as a group.
           
Name of
Beneficial Owner
 
  
Number of Shares
Beneficially Owned
  
Percentage of Shares
Beneficially Owned(1)
  
Jean Bernhard Buttner
     100
(1)
   *  
Edgar A. Buttner
     100     *  
Herbert Pardes
     100     *  
Marion Ruth
     200     *  
Edward J. Shanahan
     100     *  
Mitchell E. Appel
     200     *  
David T. Henigson
     150     *  
Howard A. Brecher
     200     *  
Stephen R. Anastasio
     100     *  
Ruth Legon
     0     *  
Robert M. Perkins
     0     *  
All directors and executive officers as a group (11 persons)
     1,250
(1)
   *  
 
*
Less than one percent
   
(1)
Excludes 8,633,733 shares (86.5% of the outstanding shares) owned by Arnold Bernhard & Co., Inc.
 
 
2
 
 
ELECTION OF DIRECTORS
 
          During the fiscal year ended April 30, 2009, there were five meetings of the Board of Directors. Each director elected last year attended at least 75% of the meetings held during the year of the Board of Directors and of each committee on which he or she served. Mrs. Legon and Mr. Perkins were appointed Directors during the fiscal year. The Company does not have a policy on attendance by directors at the Company’s Annual Meeting. One director and four shareholders attended the 2008 Annual Meeting.
 
Independent Directors
 
          Herbert Pardes, M.D., Marion N. Ruth, Edward J. Shanahan, Ruth Legon and Robert M. Perkins qualify as independent directors under NASDAQ requirements, which preclude a finding of independence if the director is employed by the company or has engaged in various types of business dealings with the company. Although the NASDAQ Stock Market listing requirements generally require that a majority of the board of directors be comprised of independent directors, there is an exemption for “controlled companies”, which are companies of which more than 50% of the voting power is held by an individual, a group or another company. Because Arnold Bernhard & Co., Inc. owns 86.5% of the outstanding voting stock of the Company, the Company is a “controlled company” and is not subject to this requirement. The Company’s Audit Committee includes solely independent directors, namely Dr. Pardes, Mrs. Ruth and Mr. Shanahan.
 
          In reaching its conclusion that Dr. Pardes, Mrs. Ruth and Mr. Shanahan are independent, the Board determined that there were not any relationships that would interfere with the exercise of his or her independent judgment. In particular, the Board considered charitable contributions that had been made by the Company or affiliates to organizations with which each such director is affiliated. All such charitable contributions were deemed immaterial relationships.
 
          The Board of Directors has established an Audit Committee which consists of Herbert Pardes, M.D., Marion N. Ruth and Edward J. Shanahan. All members of the Audit Committee are independent, as independence for audit committee members is defined in the NASDAQ Stock Market’s listing standards. The Audit Committee held four meetings during the year ended April 30, 2009 to discuss audit and financial reporting matters with both management and the Company’s independent public accountants.
 
          The Board of Directors has determined that no member of the Audit Committee is an “audit committee financial expert” (as defined in the rules and regulations of the Securities and Exchange Commission). The Board of Directors believes that the experience and financial sophistication of the members of the Audit Committee are sufficient to permit the members of the Audit Committee to fulfill the duties and responsibilities of the Audit Committee. All members of the Audit Committee meet the NASDAQ Stock Market’s audit committee financial sophistication requirements. The Board of Directors has adopted and annually reviewed a written charter for the Audit Committee, a copy of which is attached to this Proxy Statement as Appendix A.
 
          The Board of Directors has also established a Compensation Committee consisting of Herbert Pardes, M.D., Marion N. Ruth and Edward J. Shanahan. The Committee held its annual meeting following the close of the 2009 fiscal year to consider the compensation of the Chief Executive Officer.
 
          The Company does not have a standing nominating committee and there is no written charter governing the nomination process. Nominations are made annually by the Board of Directors. The Board feels it is appropriate for the full Board to serve this function, noting that the Company has a relatively small Board.

 
3
 
 
          The Board’s process for identifying and evaluating potential nominees includes soliciting recommendations from directors and officers of the Company. Additionally, the Board will consider persons recommended by shareholders of the Company in selecting the Board’s nominees for election. There is no difference in the manner in which the Board evaluates persons recommended by directors or officers and persons recommended by shareholders in selecting Board nominees.
 
          To be considered in the Board’s selection of Board nominees, recommendations from shareholders must be received by the Company in writing by at least thirty (30) (but not more than sixty (60) days prior to the shareholders’ meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided that if less than forty (40) days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received by the Company as provided herein not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting was mailed or the day on which public disclosure was made. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such persons that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company’s books, of such shareholder proposing such nomination and any other shareholders known by such shareholder to be supporting such nomination, and (ii) the class and number of shares which are beneficially owned by such shareholder. Recommendations should identify the submitting shareholder, the person recommended for consideration and the reasons the submitting shareholder believes such person should be considered.
 
          Any shareholder or other interested party who desires to communicate with any director may do so by writing to the director, c/o Value Line, Inc., 220 East 42nd Street, New York, NY 10017.
 
          A director who is also an employee of the Company receives no compensation for his service on the Board in addition to that compensation which he receives as an employee. A director who is not an employee of the Company is paid a director’s fee of $25,000 per year. Members of the Audit Committee are paid an additional fee of $20,000 per year. Compensation for other committee service is determined by the Board from time to time.
 
Policies with Respect to Transactions with Related Persons
 
          During the fiscal year ended April 30, 2009, the Company did not participate in any transaction in which any of the directors, executive officers, any beneficial owner of more than 5% of the Company’s common stock, nor any of their immediate family members, had a material direct or indirect interest except that the Company was reimbursed $926,000 for payments it made on behalf of and services it provided to Arnold Bernhard & Co., Inc., which reimbursement was reviewed and approved by the Company’s Board of Directors. In addition, none of the directors, executive officers or any of their immediate family members is or has been indebted to the Company.
 
          The Company has adopted a Code of Business Conduct and Ethics which sets forth legal and ethical standards of conduct for all directors, officers and employees of the Company. The Code of Business Conduct and Ethics describes the Company’s policy on conflicts of interest. Pursuant to the Code and Company policy, the Board will review all related party transactions as provided in the policy.

 
4
 
 
          Information concerning the nominees for directors appears in the following table. Except as otherwise indicated, each of the following has held an executive position with the companies indicated for at least five years.

         
Nominee, Age as of June 30, 2009 and Principal Occupation
  
Director
Since
  
         
Jean Bernhard Buttner* (74). Chairman of the Board, President, and Chief Executive and Operating Officer of the Company and Arnold Bernhard & Co., Inc.; Chairman of the Board and President of each of the Value Line Funds until June 2008. Trustee, Choate Rosemary Hall since 2004. Mrs. Buttner is the mother of Dr. Edgar A. Buttner.
    
1982
  
         
Dr. Edgar A. Buttner (46). Instructor and Researcher, McLean Hospital, since 2002; Postdoctoral Fellow, Research Associate, Harvard University, 2003-2007; Postdoctoral Fellow, Massachusetts Institute of Technology, 1997-2001; MD and PhD, Columbia University; Director of Arnold Bernhard & Co., Inc. Dr. Buttner is the son of Jean Bernhard Buttner.
    
2003
  
         
Howard A. Brecher* (55). Chief Legal Officer, Vice President and Secretary of the Company; Vice President, Secretary, Treasurer, General Counsel and Director of Arnold Bernhard & Co., Inc.; Vice President and Secretary of each of the Value Line Funds since June 2008. Secretary of the Adviser since February 2009.
    
1992
  
         
David T. Henigson* (51). Vice President of the Company; Vice President and Director of Arnold Bernhard & Co., Inc.; Chief Compliance Officer, Vice President and Secretary of each of the Value Line Funds and Chief Compliance Officer of the Company until June 2008.
    
1992
  
         
Dr. Herbert Pardes (74). President and CEO of New York-Presbyterian Hospital.
    
2000
  
         
Marion N. Ruth (74). President, Ruth Realty (real estate broker). Director or Trustee of each of the Value Line Funds until 2005.
    
2005
  
         
Edward J. Shanahan (65). President and Headmaster, Choate Rosemary Hall; Director and Chairman, Foundation for Greater Opportunity (independent educational foundation).
    
2004
  
         
Ruth Legon (73). Private Investor. Trustee, Ice Theatre of New York since 1998.
    
2009
  
         
Robert M. Perkins (73). Ranch Owner/Operator; President, Perkins Values and Findings, Inc. (registered investment advisor) 1984-2005.
    
2009
  
 
*
Member of the Executive Committee.

 
5
 
 
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
 
          The following table sets forth information concerning the compensation for services in all capacities to the Company for the fiscal years ended April 30, 2009, 2008 and 2007 of the chief executive officer and chief financial officer of the Company and the three most highly compensated executive officers other than the chief executive officer and chief financial officer.

         
Annual Compensation
              
         
 
    
All Other
Compensation
(a)($)
        
Name and Principal Position
  
Fiscal
Year
    
Salary
($)
    
Bonus
($)
    
Total
($)
  
                               
Jean B. Buttner
     2009       935,632       —       —       935,632  
Chairman of the Board and
  
2008
       935,632       —       22,933       958,565  
Chief Executive Officer
  
2007
       935,632       —       21,648       957,280  
                                         
Mitchell E. Appel
  
2009
       204,677       78,764       —       283,441  
Chief Financial Officer(b)
  
2008
       81,402       63,750       10,118       155,270  
   
2007
       135,000       55,000       16,200       206,200  
                                         
David T. Henigson
  
2009
       382,500       164,920       —       547,420  
Vice President
  
2008
       382,500       173,599       27,968       584,067  
   
2007
       382,500       112,500       26,400       521,400  
                                         
Howard A. Brecher
  
2009
       64,281       416,514       —       480,795  
Vice President
  
2008
       63,836       438,437       7,935       510,208  
   
2007
       59,625       400,000       7,155       466,780  
                                         
Stephen R. Anastasio
  
2009
       121,044       103,208       —       224,252  
Treasurer
  
2008
       117,458       72,322       14,600       204,380  
   
2007
       115,000       65,600       13,800       194,400  
 
(a)
Employees of the Company are members of the Profit Sharing and Savings Plan (the “Plan”). The Plan provides for a discretionary annual contribution out of net operating income which is (subject to legal limitations) proportionate to the salaries of eligible employees. The Company’s contribution expense was $0 for the year ended April 30, 2009. Each employee’s interest in the Plan is invested in such proportions as the employee may elect in shares of one or more of the mutual funds which are available for investment by plan participants, for which a subsidiary of the Company acts as investment adviser. Distributions under the Plan vest in accordance with a schedule based upon the employee’s length of service and are payable upon request at the time of the employee’s retirement, death, total disability, or termination of employment.
   
(b)
Mr. Appel served as Chief Financial Officer from September 2005 to November 2007 and since April 2008.
 
Certain Relationships and Related Transactions
 
          Arnold Bernhard & Co., Inc. utilizes the services of officers and employees of the Company to the extent necessary to conduct its business. The Company and Arnold Bernhard & Co., Inc. allocate costs for office space, equipment and supplies and support staff pursuant to a servicing and reimbursement arrangement. During the years ended April 30, 2009, 2008, and 2007, the Company was reimbursed $926,000, $1,327,000 and $1,100,000, respectively, for payments it made on behalf of and services it provided to Arnold Bernhard & Co., Inc. In addition, a tax-sharing arrangement allocates the tax liabilities of the two companies between them. The Company pays to Arnold Bernhard & Co., Inc. an amount equal to the Company’s liability as if it filed separate tax returns. For the years ended April 30, 2009, 2008, and 2007, the Company made payments to Arnold Bernhard & Co., Inc. for federal income taxes amounting to $10,958,000, $12,460,000 and $13,450,000, respectively.

 
6
 
 
          EULAV Asset Management, LLC (“EULAV”), a subsidiary of the Company, acts as investment adviser and manager for fourteen open-ended investment companies, the Value Line Family of Funds. EULAV earns investment management fees based upon the average daily net asset values of the respective funds. EULAV Securities, Inc (“ESI”), formerly Value Line Securities, Inc. (“VLS”), a subsidiary of the Company, receives service and distribution fees under rule 12b-1 of the Investment Company Act of 1940 from certain of the mutual funds for which EULAV is the adviser. For the years ended April 30, 2009, 2008, and 2007, investment management fees and service and distribution fees amounted to $24,109,000, $31,644,000 and $30,026,000, respectively, after fee waivers. These amounts include service and distribution fees of $5,373,000, $7,113,000 and $7,299,000, respectively.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
          Section 16(a) of the Securities Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of its equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. Executive officers, directors and greater than ten percent shareowners are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file.
 
          Based on the Company’s review of the copies of such forms that it has received and written representations from certain reporting persons confirming that they were not required to file Forms 5 for specified fiscal years, the Company believes that all its executive officers, directors and greater than ten percent beneficial owners complied with applicable SEC filing requirements during fiscal 2009.
 
REPORT OF THE AUDIT COMMITTEE
 
          The Audit Committee of the Board of Directors is comprised of the three independent directors named below. The Committee has adopted a written charter which has been approved by the Board of Directors of the Company and is appended to this Proxy Statement. The Committee has reviewed and discussed the Company’s audited 2009 financial statements with management. The Committee has discussed with Horowitz & Ullmann, P.C., the Company’s outside independent auditors, the matters required to be discussed by SAS 61 (Communication with Audit Committee). The Committee has received from Horowitz & Ullmann, P.C., the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Committee has discussed with Horowitz & Ullmann, P.C. the firm’s independence and has considered whether the provision by Horowitz & Ullmann, P.C. of non-audit services is compatible with maintaining its independence.
 
          Based on the review and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements certified by Horowitz & Ullmann, P.C. be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2009 for filing with the Securities and Exchange Commission.
 
Herbert Pardes, M.D.
Marion N. Ruth
Edward J. Shanahan

 
7
 

 
Audit and Non-Audit Fees
 
          For the fiscal years ended April 30, 2009 and 2008, fees for services provided by Horowitz & Ullmann, P.C., were as follows:
             
   
2009
    
2008
  
Audit fees
   $ 155,500     $ 150,255  
Audit-related fees
     13,310       12,775  
Tax fees
     68,640       80,745  
All other fees
     4,005       5,130  
 
          The Company’s Audit Committee reviews all fees charged by the Company’s independent auditors and monitors the relationship between audit and non-audit services provided. The Audit Committee must pre-approve all audit and non-audit services provided by the independent auditors and fees charged.
 
COMPENSATION COMMITTEE REPORT
 
          The Company’s executive compensation program is designed to promote the Company’s attraction and retention of capable and experienced executives, to reward successful divisional and corporate performance and to compensate appropriately executives who contribute to the operations and long-term profitability of the Company. The following guidelines have been established to carry out this policy:
     
 
(a)
Base salaries and bonuses should be maintained at levels consistent with competitive market compensation; and
     
 
(b)
A portion of the executive compensation should reflect the performance of the Company and the individual.
 
          The Compensation Committee process has been consistent for a number of years. After the close of the fiscal year, a compensation consultant is engaged. The consultant determines a group of peer companies to which the consultant and the Committee refer in evaluating the performance and the compensation of the chief executive officer. The Company employs the same peer group when it presents total shareholder return in reference to a peer group as well as in reference to a standard index. In light of this established process, more details of which are included in this proxy statement, the Committee, which consists only of independent directors, has not found it necessary to adopt a formal charter.
 
          The Compensation Committee has reviewed the within Compensation Discussion and Analysis and recommended that it be included in this Proxy Statement.

 
8
 
 
COMPENSATION DISCUSSION AND ANALYSIS
 
Scope
 
          The Compensation Committee recommends the structure and level of compensation of the chief executive officer to the Board of Directors, which votes on the recommendations of the Committee. The Committee has not delegated authority over its process to other persons.
 
Procedure and Process Considerations
 
          Following discussions with the Committee at the time of engagement, the compensation consultant is asked to evaluate and construct a peer group of comparable companies which is used by the consultant and Committee to evaluate the chief executive officer’s compensation in the context of Company and peer group financial indicators, compensation awarded by the peer firms, and other factors. Members of the Board and executive officers are generally suggested to hold at least a nominal amount of Company stock. The Chief Executive Officer is deemed to beneficially own the majority of the stock of the Company. In no case does the Company hedge, limit or protect any shareholder from risk of loss on such holding.
 
          The consultant firm relies primarily on its extensive experience and large databases of relevant financial and compensation information. Personnel of the Company are available to assist the Committee and consultant upon request. The CEO and all officers of the Company are available to answer questions of the consultant, who is a senior principal of the firm engaged by the Committee.
 
          However, Company personnel are not involved in recommending or deciding the level or structure of the chief executive officer’s compensation as recommended by the Compensation Committee.
 
          The consultant completes a written report which presents in detail the compensation programs and financial performance of the peer group. In addition, the report reviews and assists in evaluation of the challenges, achievements, and overall performance of the chief executive officer. The consultant then meets in executive session with the Compensation Committee to discuss the report and address any matters of interest to the Committee. The consultant may recommend a bonus or other compensation award, or indicate the competitive range of compensation based on its findings in regard to the peer group companies. The consultant is also asked to discuss the current and possible alternative structural approaches to the chief executive officer’s compensation program.
 
Components of Compensation
 
          The Company’s compensation program is comprised of two main components: Base Salary and Incentive Compensation (Bonus).
 
Base Salary
 
          Base salaries for the Company’s executives take into account the compensation policies of similar companies competing in the businesses in which the Company is engaged.
 
Annual Incentive Compensation Plan
 
          Bonus payments are awarded to executives based upon competitive market conditions, individual performance and the success of the Company. The performance of the Company and its departments and attainment of individual goals and objectives are generally given approximately equal weighting in determining bonuses paid to executive officers. The Company’s compensation approach takes into account a full range of the criteria important to the Company’s long-term strategies, rather than relying on inflexible numerical performance targets.

 
9
 
 
Chief Executive Officer Compensation For Fiscal 2009
 
          In reviewing the Chief Executive Officer’s performance during the past year, the Compensation Committee took note of the Company’s success in several financial and other measures, particularly in the context of the very challenging environment of a serious recession and severe downturn in the financial markets. As compared to the peer group, the Company’s 2009 total shareholder return and return on assets and sales were strong. The net profit margin was the highest since 2000. The continued strong growth in the Institutional Sales sector was noted favorably.
 
          The Company’s consultants, Steven Hall & Partners, once again did a statistical analysis of both Mrs. Buttner’s salary and the financial performance of the Company along several criteria in comparison with performance and compensation at the peer group of other corporations in the publishing, investment management, and information industries developed by the consultants and listed on page 10. The Hall firm observed that although the Company was not among the larger companies in the peer group in terms of revenue, its return on sales, equity and assets ranked high in the peer group and the modest decline in net income compared to substantial declines at the other companies.
 
          The Committee noted Mrs. Buttner’s outstanding leadership contributions in successfully guiding the Company to superior performance, including expansion of Company database offerings, evolution of the retail product lineup, and successful outsourcing. In addition, the Company’s proprietary portfolio experienced negligible losses as Mrs. Buttner converted it to a defensive position well before the apparent equity market bottom of March, 2009. The Hall firm concluded that a significant incentive award was justified for Mrs. Buttner’s achievements in fiscal 2009. The firm noted that compensation levels of the peer group companies had declined considerably because of the severe recession.
 
          The Steven Hall firm pointed to their data showing that the CEO’s current total compensation is in the bottom 25th percentile relative to the peer group total compensation. Because of the large majority interest held by Mrs. Buttner in the Company in terms of beneficial ownership, the Company has not awarded stock-based compensation. After extensive consideration, taking into account the disarray in the financial markets and the resulting public attitude environment, the Committee while congratulating Mrs. Buttner on the strong Company performance, understands that the CEO had declined previous bonus awards and recommended that a bonus not be approved this year. Salary is continued at the 2009 level.
 
          The entire Board, congratulating Mrs. Buttner on the outstanding relative performance this year, approved the Compensation Committee’s recommendations as in the best interests of the Company.
   
 
COMPENSATION COMMITTEE
 
Herbert Pardes, M.D.
 
Marion N. Ruth
 
Edward J. Shanahan
 
 
10
 
 
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
 
          The names of the members of the Compensation Committee at the conclusion of the fiscal year ended April 30, 2009 are set forth above. Jean B. Buttner, the Chairman, President and Chief Executive Officer of the Company, is a Trustee of Choate Rosemary Hall of which Mr. Shanahan is the President and Headmaster.
 
PEER GROUP
 
          The 2009 peer group consists of:
     
Calamos Asset Management, Inc.
Federated Investors
Resource America, Inc.
Cohen & Steers, Inc.
John Wiley & Sons
The Street.com, Inc.
Courier Corp.
Martha Stewart Living Omnimedia
Waddell & Reed
 
          The Compensation Committee Report, the Report of the Audit Committee and the Comparative Five-Year Total Return graph appearing in the annual report to shareholders shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C of the Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or to the liabilities of Section 18 of the Exchange Act.
 
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
          The independent certified public accountants selected by the Board of Directors to audit the Company’s books and records for the 2010 fiscal year are the firm of Horowitz & Ullmann, P.C., which firm also audited the Company’s books and records for the fiscal year ended April 30, 2009. It is not expected that a representative of Horowitz & Ullmann, P.C. will be present at the Annual Meeting.
 
SHAREHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING
 
          Shareholder proposals intended for presentation at the next Annual Meeting of Shareholders must be received by the Company for inclusion in its proxy statement and form of proxy relating to that meeting no later than April 15, 2010. The Company’s By-Laws contain other procedures for proposals to be properly brought before an annual meeting of shareholders. To be timely, a shareholder must have given written notice of a proposal to the Chairman of the Board of Directors with a copy to the Secretary and such notice must be received at the principal executive offices of the Company not less than thirty nor more than sixty days prior to the scheduled annual meeting; provided, however, that if less than forty days’ notice or prior public disclosure of the date of the scheduled annual meeting is given or made, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. Such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (iii) the class and number of shares which are beneficially owned by the shareholder on the date of such shareholder notice and (iv) any material interest of the shareholder in such proposal.

 
11
 
 
FORM 10-K ANNUAL REPORT
 
          Any shareholder who desires a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2009 filed with the Securities and Exchange Commission may obtain a copy (excluding exhibits) without charge by addressing a request to the Secretary of the Company at 220 East 42nd Street, New York, New York 10017. Exhibits may also be requested, at a charge equal to the reproduction and mailing costs.
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL SHAREHOLDER MEETING TO BE HELD ON SEPTEMBER 10, 2009
 
          The proxy statement and annual report to shareholders are available at http://www.shareholdermaterial.com/Valueline
 
GENERAL
 
          The Board of Directors is not aware of any business to come before the meeting other than that set forth in the Notice of Annual Meeting of Shareholders. However, if any other business is properly brought before the meeting, it is the intention of the persons directed to vote the shareholders’ stock to vote such stock in accordance with their best judgment.
 
          The Company is mailing its Annual Report for the fiscal year ended April 30, 2009 to shareholders together with this Proxy Statement.

 
12
 
 
Appendix A
 
VALUE LINE, INC.
AUDIT COMMITTEE CHARTER
 
          The Board of Directors (the “Board”) of Value Line, Inc. (the “Company”) shall appoint the Audit Committee (the “Audit Committee”) which shall be constituted and have the responsibility and authority as described herein.
 
PURPOSE
 
          The Audit Committee’s primary purpose shall be to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.
 
ACTIVITIES
 
          In carrying out its responsibility, the Audit Committee shall undertake the following activities:
         
 
1.
The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditor engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and the independent auditor shall report directly to the Audit Committee.
     
 
2.
Procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters have been established as follows:
     
   
a.
Anyone with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints to any of the Company’s officers. All such concerns and complaints will be forwarded to the CEO. A record of all such complaints and concerns received will be provided to the Audit Committee each fiscal quarter by the Company’s Legal Counsel or any of its officers.
       
     
The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.
       
     
The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.
       
 
3.
The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.
     
 
4.
The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the board of directors, for payment of:
     
   
a.
Compensation to any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
       
   
b.
Compensation to any advisers employed by the Audit Committee under paragraph (3); and
       
   
c.
Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

 
A-1
 

 
5.
The Audit Committee shall pre-approve all audit and permitted non-audit services to be provided by the independent auditor. The Audit Committee may delegate authority to pre-approve all auditing and permitted non-audit services in accordance with pre-approval policies and procedures established by the Audit Committee, provided that the Audit Committee is informed of each service so approved at the next meeting of the Audit Committee. These pre-approval requirements are subject to the exception for the de minimus provision of services set forth in Securities and Exchange Commission Regulation S-X, Section 2.01(c)(7) (i)(C).
     
 
6.
The Audit Committee shall meet with the independent auditor prior to the audit to review the planning and staffing of the audit and approve the proposed fee for the audit.
     
 
7.
The Audit Committee shall receive written periodic reports from the independent auditor delineating all relationships between the independent auditor and the Company. This report shall be consistent with Independence Standards Board Standard No. 1 regarding the auditor’s independence. The Audit Committee shall actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor, and if determined by the Audit Committee, recommend that the Board take appropriate action to insure the independence of the auditor.
     
 
8.
The Audit Committee shall receive the report of the independent auditor, prior to the filing of the independent auditor’s audit report with the Securities and Exchange Commission, with respect to:
     
   
a.
All critical accounting policies and practices to be used;
       
   
b.
All alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management of the Company, including:
         
     
i.
Ramifications of the use of such alternative disclosures and treatments; and
         
     
ii.
The treatment preferred by the independent auditor; and
         
   
c.
Other material written communications between the independent auditor and the management of the Company, such as any management letter or schedule of unadjusted differences.
       
 
9.
The Audit Committee shall receive any report by the Company’s chief financial officer and/or chief executive officer concerning:
     
   
a.
any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting of the Company which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data;
       
   
b.
and any fraud regarding company business, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
       
 
10.
The Audit Committee shall discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including:
     
   
a.
Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information;

 
A-2
 

   
b.
Significant financial reporting issues and judgments; and
       
   
c.
Any major changes to the Company’s auditing and accounting principles and practices.
       
 
11.
Obtain from the independent auditor assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated.
     
 
12.
Review the Company’s annual audited financial statements and the report thereon with the independent auditor and management prior to the publication of such statements.
     
 
13.
Review periodically with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures.
     
 
14.
Adopt the report (to be prepared by the Company’s legal counsel) required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement, which shall include a statement of whether the Audit Committee recommends to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K.
     
 
15.
Review and reassess the adequacy of this Charter annually and submit it to the Board for approval.
 
          The Audit Committee shall meet at least two times a year and make an oral report to the Board following each meeting.
 
          While the Audit Committee has the responsibility and authority set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor.

 
A-3
 
 
   
   
   
Value Line, Inc.
  
   
   
   
   
   
   
 
WO#
57350
 
▼   FOLD AND DETACH HERE   ▼
     
THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF NOMINEES AS DIRECTORS.
Please mark your votes as
indicated in this example
x
 
1.
ELECTION OF NOMINEES AS DIRECTORS:
 
 
01 H.A. Brecher
02 E.A. Buttner
03 J.B. Buttner
  
FOR all nominees
listed to the left
(except as marked
to the contrary)
  
WITHHOLD
AUTHORITY
to vote for all
nominees listed to the left
  
*EXCEPTIONS
  
 
04 D.T. Henigson
              
 
05 H. Pardes
  
o
  
o
  
o
  
 
06 M.N. Ruth
              
 
07 E. Shanahan
  
 
  
 
  
 
  
 
08 R. Legon
              
 
09 R.M. Perkins
              

 
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
“Exceptions” box above and write that nominee’s name in the space provided below.)
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
     
 
*Exceptions_______________________________________________
  

           
           
       
Mark Here for
Address Change
or Comments
SEE REVERSE
o
         
         
         
 
Signature_____________________________________________ Signature ______________________________________ Date ________________
Please sign exactly as your name appears to the left. When signing as Trustee, Executor, Administrator, or Officer of a corporation, give title as such.

 
 
 
 
ADMISSION TICKET
 
VALUE LINE, INC.
Annual Meeting of Shareholders
September 10, 2009
9:30 a.m. Local Time
 
Value Line Distribution Center, Inc.
125 E. Union Ave.
East Rutherford, New Jersey 07073
 
If you attend the Annual Meeting of Shareholders,
please bring this Admission Ticket as well
as a form of government issued photo identification.
     
Non-Transferable
  
Non-Transferable
     
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDERS’ MEETING TO BE HELD ON SEPTEMBER 10, 2009: Copies of this Proxy Statement, the form of the Proxy and our 2009 Annual Report to Shareholders are available online at http://www.shareholdermaterial.com/ValueLine
  
 

 
▼   FOLD AND DETACH HERE   ▼
   
   
P
VALUE LINE, INC.
R
220 EAST 42ND STREET
O
NEW YORK, NY 10017
X
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y
  
   
 
          The undersigned hereby authorizes and directs Howard A. Brecher and Mitchell Appel and each of them, with full power of substitution, to vote the stock of the undersigned at the Annual Meeting of Shareholders of VALUE LINE, INC. on September 10, 2009, or at any adjournments thereof as hereinafter specified and, in their discretion, to vote according to their best judgment upon such other matters as may properly come before the meeting or any adjournments thereof.
   
 
(CONTINUED ON REVERSE SIDE)

 
BNY MELLON SHAREOWNER SERVICES
Address Change/Comments
P.O. BOX 3550
(Mark the corresponding box on the reverse side)
SOUTH HACKENSACK, NJ 07606-9250
   
   
   
   
   
   
WO#
57350