Ramius Capital, the major shareholder that’s trying to win two seats on CPI Corp.’s board, has filed a preliminary version of its proxy-solicitation materials. In them, Ramius makes clear the extent of its split with Knightspoint Partners, another investor in the photo-studio company.

In 2004, Knightspoint and Ramius teamed up with other investors to win control of CPI’s board. Now, Ramius accuses Knightspoint of wielding “disproportionate influence” that “is detrimental to stockholders and renders the Board incapable of effectively overseeing and governing the company.”

Central to Ramius’ argument is the fact that Knightspoint, which controls 3.5 percent of CPI’s shares, has two seats on a six-member board. Ramius, which owns 23 percent of CPI, has only one representative on the board — and the board isn’t nominating its director, Peter Feld, for re-election.

One of the Knightspoint representatives, David Meyer, is CPI’s chairman. Ramius isn’t trying to unseat him, but it is trying to unseat the other Knightspoint director, Michael Koeneke.

Ramius levels some blistering criticism at the way the board sets Meyer’s pay:

During the process of negotiating such an agreement with Mr. Meyer, the Ramius Group was disappointed that Mr. Koeneke, as a member of the Compensation Committee, was allowed by the Board to actively participate in the negotiation of Mr. Meyer’s compensation agreement. Outside of their roles as Board members at CPI, Mr. Koeneke and Mr. Meyer are business partners at Knightspoint Partners and, therefore, the Ramius Group believes Mr. Koeneke is conflicted and should not have been allowed to participate in the negotiation of Mr. Meyer’s compensation agreement.

Ramius also points out that CPI’s share price fell 62 percent in fiscal 2007 and 61 percent in fiscal 2008, a two-year period during which Meyer received more than $2.5 million in compensation.

Ramius wants to keep Feld on the board and add Joseph Izganics, a former Home Depot executive. It wants shareholders to reject Koeneke and another unnamed board nominee.  (CPI’s preliminary proxy statement also doesn’t name one of its prospective nominees.)

The fight will be decided at CPI’s shareholder meeting on July 8.