BOCA RATON, Fla., July 13, 2018 /PRNewswire/ -- Red Oak
Partners, LLC ("Red Oak"), a
long-term investor in Educational Development Corporation ("EDUC"
or the "Company") (NASDAQ: EDUC) and the largest outside investor
with a 7.7% ownership stake, announced today that pursuant to
Section 220 of the Delaware General Corporation Law (the "DGCL"),
it has requested that EDUC make available for inspection and
copying the books and records (the "Books and Records") of the
Company pertaining to the following:
- the proposed long term equity incentive plan;
- the failed integrated direct-sales order system;
- past financings;
- financial results and guidance;
- and board composition and corporate governance.
Based on discussions with management, information provided in
the Company's public filings and other publicly available
information, and the Board's unwillingness to engage their largest
shareholder and reconsider the grossly misaligned and management
enriching proposed equity incentive plan, Red Oak believes this Books and Records request
is critical to protect shareholders' best interests. The
flawed long term equity incentive plan being proposed at the
Company's annual meeting is another example (in a long list of
examples) in which the Board of Directors ("BOD" or the "Board")
has demonstrated inadequate oversite and potential mismanagement or
wrongdoing that warrant further inquiry from shareholders.
The Books and Records request will allow Red Oak to analyze board processes, determine
whether members of the Company's management and/or Board engaged in
proper due diligence, and determine whether both management and
Board have upheld their fiduciary duties to shareholders as it
pertains to the aforementioned items included in the request.
Once again, as stated in our letter to the Company's Board dated
July 3, 2018, we urge the Board to
postpone the 2018 Annual Meeting and work closely and in good faith
with us to address the issues we have raised.
ABOUT RED OAK
Red Oak Partners, LLC manages funds which invest in
underfollowed and mispriced micro and small cap companies.
Red Oak, founded in 2003, employs a
long-term, value-oriented investment approach and believes that
strong corporate governance in combination with alignment with
shareholders is necessary to optimize shareholder value and
minimize potential conflicts of interests.
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SOURCE Red Oak Partners, LLC