CPI shareholders approve company's slate of directors nominees

By Susanna Moon

Chicago, July 14 - CPI Corp. said its shareholders voted to elect all six of its director nominees by a minimum margin of 1.3 million votes, representing a fifth of the shares voted.

The preliminary results were tabulated by IVS Associates, Inc., the independent inspector of elections, and are based on votes for 93% of total eligible shares.

For the company's slate, James Abel received 99.3% of votes, Paul Finkelstein received 99.9%, Michael Glazer received 99.9%, Michael Koeneke received 60.2%, David Meyer received 99.9% and Turner White received 59.5%.

For Ramius LLC's slate, Peter Feld got 39.6% of votes and Joseph Izganics received 39.6%.

CPI 'will say anything'

On July 2, Ramius denied that it sought to oust the current management of CPI and force a sale of the company.

The 23% shareholder accused the company of making "false and misleading" statements in order to win votes at CPI's annual meeting on July 8.

"It has become increasingly clear to us that CPI and its management, including chairman of the board David Meyer, will say anything in order to win the director contest at next Wednesday's annual meeting," Ramius had said.

According to Ramius, CPI had falsely claimed that a Ramius representative on its board of directors voted to approve Meyer's 2007 compensation.

Ramius sought the election of two candidates to CPI's board of directors: Ramius executive and current CPI director Feld and former senior executive at Home Depot Inc. Izganics.

Both Ramius and CPI had issued statements regarding Proxy Governance, Inc.'s recommendations in regard to the annual meeting.

Ramius said the proxy advisory firm recommended that CPI shareholders withhold their votes for the company director nominees White and Abel.

CPI said Ramius failed to say that Proxy Governance's conclusion recommended that CPI stockholders not support Feld and Izganics.

Shareholders show support

Shareholder Manley Asset Management, LP publicly offered its support for Ramius' board proposals.

Manley Asset, which controls 237,000 CPI shares, said it believed "a more independent and balanced board with significant retail experience will best serve the company and its shareholders."

CPI previously said that Ivan Capital Management, Inc. had joined the company's two largest, unaffiliated stockholders, Century Management and its affiliate, Van Den Berg Management, and Lafitte Capital Management, in pledging to vote their shares for CPI's director nominees. Century Management and Lafitte Capital have an approximately 23% stake in CPI.

CPI is a St. Louis-based portrait studio operator.

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