It’s groundhog day at carpet manufacturer Victoria. A member of the founding Anton family and another shareholder, New Fortress Finance, have requisitioned a general meeting to replace three non executive directors with their own nominees, as they did in March.

Then, former chairman of the company Alexander Anton, Geoff Wilding, Sir Bryan Nicholson and Katherine Innes Kerr were voted onto the board after belligerent and contradictory series of announcements and circulars from the company and the requisitioners in which the requistioners attacked the company’s record (not bad given the economic circumstances) and the the company accused the requisitioners of having ulterior motives.

But Anton, Wilding and Nicholson resigned a fortnight ago when, according to Victoria, the rest of the board could not agree or recommend an incentive scheme proposed by the three. According to the company the terms of the scheme were not in the interest of all shareholders because it would give the directors a substantial share of returns.

According to one report they were seeking 50% of any deal in which the company is taken over, above 300p.

Reading between the lines of company statements, always a speculative thing to do, it looks like the two sides have different interpretations of the company’s new strategy, agreed before Anton, Wilding and Nicholson departed.

According to the company that strategy emphasised organic growth and a shift away from manufacturing and towards distribution. That is a sad development, as it seems to imply that Victoria cannot earn satisfactory returns if it continues to manufacture in the UK and Australia, although the extent of the shift has not been revealed by the company.

The strategy also allowed for merger and acquisition activity where that might accelerate returns made to shareholders.

Geoff Wilding, one of the requisitioners’ nominees for the board, has a background in private equity and is an investor in Flooring Brands Limited, a New Zealand flooring company and customer of Victoria. He proposed a merger between the companies in 2009, although he has apparently abandoned the plan.

If the reported details are true, the incentive scheme would almost guarantee a takeover so long as a buyer could be found because the directors would have so much to gain from it.

That might not be in the best interests of long-term shareholders, especially if 50% of the return above 300p is syphoned off, but as is so often the case, long-term investors might not have any choice. In the last vote Anton and New Fortress secured 67% of the vote, persuading institutional investors who often lack the patience to see a recovery strategy through when there is a quick but probably less profitable exit available to them.

Although a quick exit is less palatable, especially if the directors make off like bandits, it would be a profitable one for value investors who bought in low enough, but there is hope the company will remain independent.

Chairman, Katherine Innes Ker, an appointee of the requistioners in March has switched sides, and Sir Bryan Nicholson may have lost his appetite for the battle. He’s not seeking a return to the board as the third non-executive alongside Wilding and Anton. His place has been taken by Andrew Harrison.

The AGM on the last day of August may provide an opportunity to gauge the balance of power this time as the two new non-executives must seek re-election to the board and so must chief executive Allan Bullock.

In the eye of the storm, Bullock gives the appearance of calmly running the company.

If only he were allowed to…