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Published on 6/6/2008 in the Prospect News Special Situations Daily.

Proxy advisory firms back election of Footstar director nominees June 17

By Lisa Kerner

Charlotte, N.C., June 6 - Footstar, Inc. said independent proxy voting advisory firms ISS/Risk Metrics and Glass Lewis & Co. recommended the company's shareholders vote for its director nominees Adam Finerman and Gerald Kelly at the annual meeting on June 17.

"Both ISS/RiskMetrics and Glass Lewis have recognized that our management and board are taking the right steps to assure a prompt liquidation and orderly wind down of Footstar," chairman Jon Couchman stated in a company news release.

"We are working in a way that we believe will minimize the loss of suppliers, customers and employees, so that Footstar's remaining six months of operations will be as smooth and profitable as possible," Couchman added.

On June 5, dissident shareholder Outpoint Group said that despite language used in its definitive proxy statement, it will not seek reimbursement from Footstar if it succeeds in electing Jordan Grayson and Zachary Prensky to the company's board of directors at the annual meeting.

Boilerplate language was erroneously included in the schedule 14A filed with the Securities and Exchange Commission on May 21, Outpoint said.

Outpoint owns 2.8% of the outstanding common stock of the Mahwah, N.J., discount footwear company.

On May 9, Footstar's board of directors declared a special cash distribution to shareholders of $1 per common share as the company continues to wind down its business through 2009.

The special distribution, funded with proceeds from the sale of the company's brands to Kmart, was slated to be paid on June 3 to shareholders of record at the close of business on May 28, it was previously reported.


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