CPI nominees receive full support of two proxy advisory firms

By Lisa Kerner

Charlotte, N.C., June 30 - CPI Corp. said Glass, Lewis & Co. and Egan-Jones Proxy Services recommended that CPI stockholders vote for all six of the company's director nominees at the 2009 annual meeting on July 8.

The company nominated for election to its board of directors James Abel, Paul Finkelstein, Michael Glazer, Michael Koeneke, David Meyer and Turner White.

Glass Lewis said in its report that dissident shareholder Ramius LLC has "failed to identify significant issues of concern which indicate that the current board is not acting in the interests of all shareholders" and has "not presented any specific initiatives or substantive plans for improvement" at CPI, according to the company.

Egan-Jones said, "We believe that the company is pursuing the correct strategy and that the board of directors has demonstrated responsible oversight of management," according to a CPI news release.

"We are not convinced that election of the dissidents' slate to the board of directors would work to the benefit of shareholders," Egan-Jones' report said, according to CPI.

A third proxy advisory firm, Proxy Governance Inc., recommended in favor of four of the six CPI nominees, said CPI chairman David Meyer.

RiskMetrics Group/ISS supports the dissident nominees put forth by Ramius: Peter A. Feld, a Ramius representative and an existing CPI director, and Joseph Izganics, a new independent director nominee.

Ramius has a 23% stake in CPI.

CPI, in an investor presentation filed previously with the Securities and Exchange Commission, said it has taken action to improve operating margins, earnings and cash flow.

The St. Louis-based portrait studio operator said it has developed and executed a "groundbreaking" digital transition strategy and sharpened its focus on the core Sears business.

CPI said its two largest unaffiliated stockholders, Century Management and its affiliate, Van Den Berg Management, and Lafitte Capital Management, pledged to vote their shares for CPI's director nominees.

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