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07.14.2009 1:43 pm

CPI directors are re-elected with at least 59% of the votes

St. Louis Post-Dispatch
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The disputed board election at CPI Corp. wasn’t very close in the end. The photo-studio company, based in downtown St. Louis, released preliminary vote totals today, and they show incumbent directors Michael Koeneke and Turner White receiving 60.2 percent and 59.5 percent, respectively, of all votes cast.

Ramius, a hedge fund that owns 23 percent of CPI’s shares, had opposed the re-election of both Koeneke and White. But Ramius’ opposing candidates, Peter Feld and Joseph Izganics, could only poll 39.6 percent apiece. In a political election, I believe a 60-40 victory qualifies as a landslide.

CPI’s other four director nominees, who ran unopposed, each got at least 99 percent of the votes cast.

The margin of victory would seem to reduce chances for a successful legal challenge. At last week’s shareholder meeting, as I reported in a column and a previous post, Ramius charged that ballots were distributed to holders of 7.3 million shares, even though CPI has just 7.0 million shares outstanding. Even if one makes the most nefarious assumption about the discrepancy — that, somehow, all those extra shares were voted fraudulently in favor of management’s nominees — it affects less than 5 percent of the votes, and wouldn’t be enough to change the outcome.

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