CPI shareholder Ramius cites backing of two proxy advisory firms

By Lisa Kerner

Charlotte, N.C., July 1 - Ramius LLC said that Proxy Governance, Inc. recommends that CPI Corp. shareholders withhold their votes for two of the company's director nominees, Turner White and James Abel, at CPI's annual meeting on July 8.

White is chairman of CPI's compensation committee, and Abel is chairman of its nominating and governance committee.

CPI said in a statement that Ramius failed to say that Proxy Governance's conclusion recommended that CPI stockholders not support the dissident slate, Peter A. Feld and Joseph C. Izganics.

Another proxy advisory firm, RiskMetrics Group/ISS, recommended that CPI shareholders vote on Ramius' gold proxy card to elect the shareholder's nominees to replace current CPI directors White and Michael Koeneke, a Ramius news release said.

Ramius has a 23% stake in CPI, a St. Louis-based portrait studio operator.

On Tuesday, CPI announced that Glass, Lewis & Co. and Egan-Jones Proxy Services recommended that CPI stockholders vote for all six of the company's nominees at the annual meeting.

In addition to White, Abel and Koeneke, the company nominated for election Paul Finkelstein, Michael Glazer and David Meyer.

"Over the course of this election contest, CPI has repeatedly stated to stockholders that it is 'at the forefront of corporate governance,'" Ramius partner Mark R. Mitchell said in a news release. "We urge all stockholders to ask themselves whom they should trust, a board who will say and do anything to get its nominees elected or two independent proxy voting advisory firms who have each separately expressed serious concerns with the company's governance practices and with significant conflicts of interest."

CPI also announced on Wednesday that Ivan Capital Management, Inc. 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.

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