- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. 2)

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12
CPI CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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CPI Corp.

For Immediate Release

 

 

CPI CORP. COMMENTS ON RAMIUS’S LATEST MISLEADING STATEMENTS

 

ST. LOUIS, July 1, 2009 – CPI Corp. (NYSE: CPY) today commented on the continuing misleading statements by Ramius, including those made in the press release issued today.

 

While selectively excerpting parts of the report by PROXY Governance Inc. (“PGI”), Ramius failed to include PGI’s conclusion recommending that CPI stockholders not support the dissident slate. That conclusion is:

 

“Given this Board’s proven success in delivering superior shareholder value over the past five years, and its demonstrated willingness to add new directors with highly relevant experience, we do not believe shareholder support for the dissident slate is warranted.”*

 

Ramius has taken out of context statements from the PROXY Governance report. PGI did question whether David Meyer should be treated as a company executive and therefore not “independent” for committee membership and board purposes. CPI’s determination of “independence” has been in accordance with NYSE rules and was unanimously approved by all directors, including the Ramius director. However, PGI sees Mr. Meyer’s role more as an Executive Chairman than as a non-Executive Chairman.

 

Mr. Meyer is not a member of the CPI audit, compensation or nominating and governance committees. All compensation plans, including the plan under which Mr. Meyer has received restricted stock for serving as Chairman, have been unanimously approved by the whole board. Any objection later raised by a Ramius representative to compensation paid to Mr. Meyer was inconsistent with the terms of the compensation plan which had been approved by all directors, including the Ramius director.

 

CPI recommends that interested stockholders read the entire report by PGI, as well as the reports by all the other proxy advisory firms, rather than rely on Ramius’s misleading statements. PGI, Glass Lewis and Egan-Jones all have recommended that CPI stockholders do not support the dissident slate of nominees .

 

*Permission to use quotations from the PROXY Governance report was 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 [phone], or by contacting MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at [e-mail].

 

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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 Wal-Mart 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

[phone]

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