Web Search powered by YAHOO! SEARCH
06.30.2009 2:35 pm

Advisory firms weigh in on CPI proxy fight

St. Louis Post-Dispatch
  • Email this
  • Print this

If you’re keeping score, it’s CPI Corp. 2, Ramius 1. That’s how many shareholder advisory firms have recommended each side’s slate in the bitter proxy battle being waged over two board seats.

RiskMetrics Group took the side of Ramius, the investment firm that owns 23 percent of CPI’s shares. A Ramius news release quotes RiskMetrics as saying:

We believe the company’s governance as it relates to the COB’s (Chairman of the Board) duties and compensation is not in accordance with best practices. In particular, given the magnitude of Mr. Meyer’s compensation as a non-executive chairman, the unusual performance based compensation arrangement and the potential for conflicts of interest in such an arrangement, we feel greater board oversight is warranted.

Ramius had been sharply critical of the compensation awarded to CPI Chairman David Meyer. The directors it is trying to oust, Michael Koeneke and Turner White, both sit on the compensation committee.

CPI’s issued a news release of its own,  touting the support of Glass Lewis & Co. and Egan-Jones Proxy Services. It quotes Glass Lewis as saying:

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.”

A fourth advisory firm, Proxy Governance, endorses most of CPI’s slate but recommends that shareholders withhold votes for White and another director, James Abel.

If you want to keep up with the blow-by-blow in this fight, CPI made a filing yesterday to “correct misleading statements by Ramius.” That came shortly after Ramius issued a statement criticizing CPI’s “attempt to manipulate stockholder vote with mistruths.”

1 Star2 Stars3 Stars4 Stars5 Stars (No Ratings Yet)
Loading ... Loading ...
Tags: , ,

Comments are closed.