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07.08.2009 10:18 am

CPI declares victory; Ramius may challenge voting

St. Louis Post-Dispatch
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The CPI Corp. proxy contest ended today at the company’s annual meeting, but representatives of dissident shareholder Ramius indicated that the scrapping may not be over.

CPI Chairman David Meyer announced during the meeting that the company’s slate of 6 directors had been elected “by a clear margin.” Vote totals won’t be announced until the ballots are certified by an independent firm, IVS Associates. That could take several weeks, according to a CPI news release.

During the question-and-answer period, Ramius partner Mark Mitchell alleged that ballots went to holders of 7.3 million shares, even though CPI has just 7.0 million shares outstanding. Here are some excerpts of the back-and-forth between Mitchell and Meyer:

  • Mitchell: “Can you explain how it’s possible the company mailed proxies to more shares than it has outstanding?”
  • Meyer: “We do not believe that happened. Do you have another question?”
  • Mitchell: “Which number that I stated is incorrect?”
  • Meyer: “We don’t accept those numbers.”
  • Mitchell: “We dispute the total number of shares that you are counting as record shares, and we put you on notice. We are reserving all our rights.”

Andrew Freedman, a lawyer for Ramius, explained after the meeting that Ramius believes there was confusion over the record date. Anyone who owned CPI shares on May 9 was eligible to vote, but Freedman said a confusing process may have put ballots in the hands of people who acquired shares after that date. “We see the potential for double voting,” he said.

Daniel Burch, chief executive of Mackenzie Partners, is CPI’s proxy-solicitation adviser. He said that the ballot-counting process would weed out any ineligible voters. “The inspector (IVS) has to reconcile against the record. That’s their job,” Burch said.

CPI, which operates portrait studios inside Sears and Wal-Mart stores, has been performing relatively well amid the board turmoil. As part of the 20-minute meeting, Chief Executive Renato Cataldo presented a slide show that covered CPI’s five-year transformation from a struggling company with outmoded technology to an “unquestionable category leader” with plans for upgrading stores, improving customer service and delving into e-commerce.

Ramius, a New York hedge fund, owns 23 percent of CPI’s shares but, if the preliminary results hold up, it will have no representation on the board.

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