CPI
Corp.
news for
immediate
release
FOR
RELEASE June 30, 2009
FOR
FURTHER INFORMATION CONTACT:
|
NAME
|
Jane
Nelson
|
|
FROM
|
|
CPI
Corp.
|
|
ADDRESS
|
1706
Washington Avenue
|
|
CITY
|
|
St.
Louis
|
|
STATE,
ZIP
|
Missouri,
63103
|
|
TELEPHONE
|
|
(314)
231-1575
|
Proxy
Advisory Firms Glass Lewis and Egan-Jones Recommend CPI Corp. Stockholders Vote
for all Six of
CPI's
Director Nominees on the White Proxy Card
ST.
LOUIS, June 30, 2009 -- CPI Corp. (NYSE: CPY) today announced that two
independent proxy advisory firms, Glass Lewis & Co. and Egan-Jones Proxy
Services, have recommended that CPI stockholders vote for all six of CPI's
nominees - James Abel, Paul Finkelstein, Michael Glazer, Michael Koeneke, David
Meyer and Turner White - on the WHITE proxy card at CPI's 2009 Annual Meeting of
Stockholders to be held on July 8, 2009. Glass Lewis and Egan-Jones are proxy
advisory firms whose recommendations are relied upon by hundreds of major
institutional investment firms, mutual funds and other fiduciaries.
Glass
Lewis, in its report recommending that CPI stockholders vote FOR CPI's director
nominees, stated*:
|
*
|
"Given the recent
improvements in the Company's financial performance and the Dissident's
lack of a substantive strategic plan for the Company, we see no reason to
believe that the election of the Dissident nominees would result in more
meaningful returns to shareholders than management's current
strategy."
|
|
*
|
"
... recent improvement gives us confidence that the current board is
taking internal steps to address the Company's performance
challenges."
|
|
*
|
"In
our view, the Dissident has failed to identify significant issues of
concern which indicate that the current board is not acting in the
interests of all shareholders. Additionally, we feel that the Dissident
has not presented any specific initiatives or substantive plans for
improvement at the Company, other than a vague intention to "improve
financial performance" and "enhance shareholder
value."
|
|
*
|
"
... without compelling evidence that the current board (and in particular
the Knightspoint nominees) have failed to act in the best interests of
shareholders, we do not believe the Ramius Group's desire for
representation on the board is sufficient reason to replace any of the
current nominees with a Dissident
candidate."
|
Egan-Jones,
in its report recommending that CPI stockholders vote FOR CPI's director
nominees, stated*:
|
*
|
"We
believe that our support for the management ballot is merited and that
voting the management ballot is in the best interest of the Company and
its shareholders."
|
|
*
|
"We
believe that the Company is pursuing the correct strategy and that the
board of directors has demonstrated responsible oversight of
management."
|
|
*
|
"We
are not convinced that election of the dissidents' slate to the board of
directors would work to the benefit of
shareholders."
|
David
Meyer, Chairman of CPI, said, "We welcome the support of both Glass Lewis and
Egan-Jones, which recommend that CPI stockholders vote to elect all six of CPI's
director nominees. These recommendations reaffirm our strong belief that CPI has
the right Board and management team to implement CPI's strategic plan of
focusing on operational efficiency, customer service, and cash generation while
developing new avenues for profitable growth. Glass Lewis and Egan-Jones
recognize, as we do, that our director nominees are the best choice to lead CPI
and to deliver value to all stockholders."
Mr. Meyer
continued, "We are pleased that PROXY Governance recommends that CPI
stockholders vote the WHITE proxy card, even though for only four of our six
nominees. We are also pleased that all four independent proxy advisory firms,
including RiskMetrics and PROXY Governance, acknowledge the successful
development and execution of CPI's strategic plan and strong operating results
in a difficult economic environment."
In its
report, RiskMetrics stated*:
|
*
|
"The
improvement in recent share price and underlying operating performance
reflect positively on management's ability to develop and execute its
strategic plan. This has been reflected in the company's one, four, and
five year relative TSR, the improving operating metrics, the favorable
market reaction to past financial decisions, and the positive analyst
sentiment."
|
In its
report, PROXY Governance stated*:
|
*
|
"Given
this board's proven success in delivering superior shareholder value over
the past five years, however, and its demonstrated willingness to add new
directors with highly relevant experience, we do not believe shareholder
support for the dissident slate is
warranted."
|
CPI
issued the following comments in response to the RiskMetrics and PROXY
Governance reports:
"We
disagree with RiskMetrics' decision to support the dissident nominees.
Notwithstanding RiskMetrics' known bias for supporting dissident director
candidates, we believe that RiskMetrics failed to fully consider a number of
important issues, including: the disruptive behavior exhibited by Ramius, which
has been destabilizing to management and hinders execution of CPI's strategic
plan; Ramius's divergent interests from those of other CPI stockholders;
Ramius's pursuit of liquidity through a sale of CPI to the detriment of other
stockholders; and the lack of relevant qualifications of Ramius's nominees. It
is also important to note that even RiskMetrics acknowledges the improvement in
CPI's share price, underlying operating performance and management's ability to
develop and execute its strategic plan.
"RiskMetrics
and PROXY Governance each expressed the view that David Meyer should be
designated Executive rather than Non-Executive Chairman, and therefore deemed
not to be independent. It should be noted that Mr. Meyer, irrespective of his
non-Executive designation, has not served on any board committees and that all
committees consist solely of directors who are deemed independent under NYSE
rules. CPI noted that while PROXY Governance stated that we do not believe
shareholder support for the dissident slate is warranted, its decision to
withhold votes for Messrs. White and Abel as chairs of the board's Compensation
and Nominating and Governance Committees, respectively, was made on the basis of
its differing view of Mr. Meyer's independence.
"We
believe RiskMetrics' conclusion is based on Ramius's opposition to a
compensation payment to Mr. Meyer in 2007 of $300,000 in restricted shares. CPI
is surprised by RiskMetrics' reasoning given that Mr. Meyer's 2007 compensation
was in accordance with a plan that was approved by all directors, including the
Ramius director then serving."
As
previously announced, CPI's two largest, unaffiliated stockholders Century
Management and its affiliate, Van Den Berg Management, and Lafitte Capital
Management, which in the aggregate owned approximately 23% of the Company's
outstanding shares as of the May 9, 2009 record date, have publicly pledged to
vote their shares for CPI's director nominees.
CPI urges
stockholders to follow the recommendation of Glass Lewis and Egan-Jones by
signing, dating and returning the WHITE proxy card today.
Stockholders
with any questions or in need assistance voting their shares should contact
CPI's proxy solicitor, MacKenzie Partners, Inc., by toll-free telephone at
800-322-2885 or by e-mail at proxy@mackenziepartners.com.
*Permission
to use quotations from the Glass Lewis, Egan-Jones, RiskMetrics and PROXY
Governance reports were neither sought nor obtained.
Important
Information
CPI Corp.
has filed a definitive Proxy Statement with the Securities and Exchange
Commission ("SEC") and has furnished to its stockholders a Proxy Statement in
connection with the solicitation of proxies for the 2009 Annual Meeting of
stockholders. The Company advises its stockholders to read the Proxy Statement
relating to the 2009 Annual Meeting because it contains important information.
Stockholders may obtain a free copy of the Proxy Statement and other documents
that CPI files with the SEC at the SEC's website at www.sec.gov. The Proxy
Statement and these other documents may also be obtained for free from CPI by
directing a request to CPI Corp., 1706 Washington Avenue, St. Louis, Missouri
63103-1717, Attn: Corporate Secretary, calling (314) 231-1575, or by contacting
MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at
proxy@mackenziepartners.com.
Certain
Information Concerning Participants
CPI Corp.
and its directors and executive officers (other than Peter Feld) may be deemed
to be participants in the solicitation of proxies from stockholders in
connection with the Company's 2009 Annual Meeting. Information concerning
persons who may be considered participants in the solicitation of the Company's
stockholders under the rules of the SEC is set forth in public filings by the
Company with the SEC, including the proxy statement relating to the 2009 Annual
Meeting of Stockholders.
Forward-Looking
Statements
The
statements contained herein that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, and involve risks and uncertainties. The Company identifies
forward-looking statements by using words such as "preliminary," "plan,"
"expect," "looking ahead," "anticipate," "estimate," "believe," "should,"
"intend" and other similar expressions. Management wishes to caution the reader
that these forward-looking statements, such as the Company's outlook for
portrait studios, net income, future cash requirements, cost savings, compliance
with debt covenants, valuation allowances, reserves for charges and impairments
and capital expenditures, are only predictions or expectations; actual events or
results may differ materially as a result of risks facing the Company. Such
risks include, but are not limited to: the Company's dependence on Sears and
Walmart, the approval of the Company's business practices and operations by
Sears and Walmart, the termination, breach, limitation or increase of the
Company's expenses by Sears under the license agreements, or Walmart under the
lease and license agreements, customer demand for the Company's products and
services, the economic recession and resulting decrease in consumer spending,
compliance with the NYSE listing requirements, manufacturing interruptions,
dependence on certain suppliers, competition, dependence on key personnel,
fluctuations in operating results, a significant increase in piracy of the
Company's photographs, widespread equipment failure, compliance with debt
covenants, high level of indebtedness, implementation of marketing and operating
strategies, outcome of litigation and other claims, impact of declines in global
equity markets to pension plans and impact of foreign currency translation. The
risks described above do not include events that the Company does not currently
anticipate or that it currently deems immaterial, which may also affect its
results of operations and financial condition. The Company undertakes no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
About
CPI Corp.
CPI Corp.
has been dedicated to helping families conveniently create cherished photography
portrait keepsakes that capture a lifetime of memories for more than 60 years.
CPI Corp. provides portrait photography services in approximately 3,000
locations, principally in Sears and Walmart stores. As the first in the category
to convert to a fully digital format, CPI Corp. studios offer unique posing
options, creative photography selections, a wide variety of sizes and an
unparalleled assortment of enhancements to customize each portrait - all for an
affordable price. CPI Corp. is based in St. Louis and traded on the New York
Stock Exchange (ticker: CPY).
Contact:
Matthew Sherman / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
CPI
Corp.
news for
immediate
release
FOR
RELEASE June 30, 2009
FOR
FURTHER INFORMATION CONTACT:
|
NAME
|
Jane
Nelson
|
|
FROM
|
|
CPI
Corp.
|
|
ADDRESS
|
1706
Washington Avenue
|
|
CITY
|
|
St.
Louis
|
|
STATE,
ZIP
|
Missouri,
63103
|
|
TELEPHONE
|
|
(314)
231-1575
|
CPI
CORP. ADDED TO RUSSELL 3000
®
INDEX
ST. LOUIS, June 30, 2009
– CPI
Corp. (NYSE: CPY) today announced it has been added to the broad-market Russell
3000
®
Index.
CPI was added to the index effective after the stock market closed on June 26,
2009, following Russell Investments' reconstitution of its comprehensive set of
U.S. and global equity indexes.
"Inclusion
in the Russell 3000 marks another key milestone for CPI Corp. in a year driven
by positive momentum," said Renato Cataldo, president and chief executive
officer. "We are pleased to be among this group of companies and we look forward
to the additional visibility that membership will provide. Along with
the continued successful execution of our growth strategy, we expect that
inclusion in the Russell 3000 will generate further interest in our stock among
quality investors."
Membership
in the Russell 3000, which remains in place for one year, means automatic
inclusion in the large-cap Russell 1000
®
Index or
small-cap Russell 2000® Index as well as the appropriate growth and value style
indexes. Russell determines membership for its equity indexes primarily by
objective, market-capitalization rankings and style attributes.
Russell
indexes are widely used by investment managers and institutional investors for
index funds and as benchmarks for both passive and active investment strategies.
An industry-leading $4 trillion in assets currently are benchmarked to them.
Total returns data for the Russell 3000 and other Russell indexes is available
at
www.russell.com/Indexes/performance/default.asp
.
CPI Corp.
uses the Investor Relations page of its website at
http://www.cpicorp.com
to make information available to its investors and the public. You
can sign up to receive e-mail alerts whenever the Company posts new information
to the website.
About CPI
Corp.
CPI Corp.
has been dedicated to helping families conveniently create cherished photography
portrait keepsakes that capture a lifetime of memories for more than 60
years. CPI Corp. provides portrait photography services in
approximately 3,000 locations, principally in Sears and Walmart
stores. As the first in the category to convert to a fully digital
format, CPI Corp. studios offer unique posing options, creative photography
selections, a wide variety of sizes and an unparalleled assortment of
enhancements to customize each portrait – all for an affordable
price. CPI Corp. is based in St. Louis and traded on the New York
Stock Exchange (ticker: CPY).
Important
Information
CPI Corp.
has filed a definitive Proxy Statement with the Securities and Exchange
Commission ("SEC") and has furnished to its stockholders a Proxy Statement in
connection with the solicitation of proxies for the 2009 Annual Meeting of
stockholders. The Company advises its stockholders to read the Proxy Statement
relating to the 2009 Annual Meeting because it contains important information.
Stockholders may obtain a free copy of the Proxy Statement and other documents
that CPI files with the SEC at the SEC's website at www.sec.gov. The Proxy
Statement and these other documents may also be obtained for free from CPI by
directing a request to CPI Corp., 1706 Washington Avenue, St. Louis, Missouri
63103-1717, Attn: Corporate Secretary, calling (314) 231-1575, or by contacting
MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at
proxy@mackenziepartners.com.
Certain
Information Concerning Participants
CPI Corp.
and its directors and executive officers (other than Peter Feld) may be deemed
to be participants in the solicitation of proxies from stockholders in
connection with the Company's 2009 Annual Meeting. Information concerning
persons who may be considered participants in the solicitation of the Company's
stockholders under the rules of the SEC is set forth in public filings by the
Company with the SEC, including the proxy statement relating to the 2009 Annual
Meeting of Stockholders.
Forward-Looking
Statements
The
statements contained herein that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, and involve risks and uncertainties. The Company identifies
forward-looking statements by using words such as "preliminary," "plan,"
"expect," "looking ahead," "anticipate," "estimate," "believe," "should,"
"intend" and other similar expressions. Management wishes to caution the reader
that these forward-looking statements, such as the Company's outlook for
portrait studios, net income, future cash requirements, cost savings, compliance
with debt covenants, valuation allowances, reserves for charges and impairments
and capital expenditures, are only predictions or expectations; actual events or
results may differ materially as a result of risks facing the Company. Such
risks include, but are not limited to: the Company's dependence on Sears and
Walmart, the approval of the Company's business practices and operations by
Sears and Walmart, the termination, breach, limitation or increase of the
Company's expenses by Sears under the license agreements, or Walmart under the
lease and license agreements, customer demand for the Company's products and
services, the economic recession and resulting decrease in consumer spending,
compliance with the NYSE listing requirements, manufacturing interruptions,
dependence on certain suppliers, competition, dependence on key personnel,
fluctuations in operating results, a significant increase in piracy of the
Company's photographs, widespread equipment failure, compliance with debt
covenants, high level of indebtedness, implementation of marketing and operating
strategies, outcome of litigation and other claims, impact of declines in global
equity markets to pension plans and impact of foreign currency translation. The
risks described above do not include events that the Company does not currently
anticipate or that it currently deems immaterial, which may also affect its
results of operations and financial condition. The Company undertakes no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
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