investorpresapr282008.htm
 
 

 
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.      )

Filed by the Registrant
[X]
Filed by a Party other than Registrant
[   ]

Check the appropriate box:
[   ]
Preliminary Proxy Statement.
[   ]
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
[   ]
Definitive Proxy Statement.
[X]
Definitive Additional Materials.
[   ]
Soliciting Material Pursuant to Rule 14a-12.

CHARMING SHOPPES, INC.
 (Name of registration as specified in its charter)

Payment of Filing Fee (Check the appropriate box)
[X]
No fee required.
   
[   ]
Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
 
1.
Title of each class of securities to which transaction applies:
     
 
2.
Aggregate number of securities to which transaction applies:
     
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
 
4.
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5.
Total fee paid:

[   ]
Fee paid previously with preliminary materials.
   
[   ]
Check box if any part of the fee is offset as provided by Exchange Act Rule  0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
1.
Amount Previously Paid:
     
 
2.
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3.
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4.
Date Filed:
 
 


 
 
 

 

 
PROXY COMMUNICATION STATEMENT:
 

On April 2, 2008, Charming Shoppes, Inc. filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the 2008 Annual Meeting of Shareholders of Charming Shoppes, Inc., and began the process of mailing the definitive proxy statement and a GOLD proxy card to shareholders.  Charming Shoppes’ shareholders are strongly advised to read Charming Shoppes’ proxy statement as it contains important information.  Shareholders may obtain an additional copy of Charming Shoppes’ definitive proxy statement and any other documents filed by Charming Shoppes with the SEC for free at the SEC’s website at http://www.sec.gov. Copies of the definitive proxy statement are available for free at Charming Shoppes’ website at http://www.charmingshoppes.com. In addition, copies of Charming Shoppes’ proxy materials may be requested at no charge by contacting MacKenzie Partners, Inc. at 1-800-322-2885 or via email at charming@mackenziepartners.com. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Charming Shoppes’ shareholders is available in Charming Shoppes’ definitive proxy statement filed with SEC on April 2, 2008.







































 
 

 

Investor Presentation
Charming Shoppes, Inc.
April 2008
 
 

 
2
This presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial
condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ
materially from those indicated. Such risks and uncertainties may include, but are not limited to: the failure to consummate our
identified strategic solution for our non-core misses apparel catalog titles and the refinancing of certain real estate assets, the
failure to effectively implement our planned cost and capital budget reduction plans, the failure to effectively implement the
Company's plans for consolidation of the Catherines Plus Sizes brand, a new organizational structure and enhancements in
the Company's merchandise and marketing, the failure to generate a positive response to the Company's new Lane Bryant
catalog and the Lane Bryant credit card program, the failure to implement the Company's business plan for increased
profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to successfully implement
the Company's expansion of Cacique through new store formats, the failure to achieve improvement in the Company's
competitive position, adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects,
declining response rates to catalog offerings, the failure to maintain efficient and uninterrupted order-taking and fulfillment in
our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions,
economic downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store
locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or financial
instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized
distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of
either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties,
are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended February 2, 2008 and other Company filings with the Securities and Exchange Commission.
Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes
make it clear that any projected results expressed or implied therein will not be realized.
Forward-Looking Statements
 
 

 
3
Dorrit J. Bern
Chairman, CEO and President

Eric M. Specter
Executive Vice President and CFO

Steven R. Wishner
Sr. Vice President, Finance

Katherine M. Hudson
Lead Independent Director


Dorrit J. Bern
Chairman, CEO and President

Eric M. Specter
Executive Vice President and CFO

Steven R. Wishner
Sr. Vice President, Finance

Katherine M. Hudson
Lead Independent Director


 
 

 
4
Key Messages
 Charming Shoppes is committed to being the leader in women’s plus-size
 apparel, and our focused multi-brand, multi-channel strategy is the right
 plan to create long-term shareholder value
 Charming Shoppes has in place a highly-experienced Board and
 management team with significant retail industry expertise to implement
 our strategic plan
 Charming Shoppes’ Board and management team have a proven record of
 navigating challenging retail and economic environments and repositioning
 the Company to gain market share and grow profitability
 The dissident’s nominees have limited relevant experience, bring no new
 ideas to Charming Shoppes, and if elected, would advance a short-term
 financial reengineering scheme that would disrupt the implementation of
 our strategy and undermine the future growth of the Company
 
 

 
5
(1) Source: AOA Overweight Prevalence.
We Are Synonymous With Plus-Sizes
 We are a multi-brand, multi-channel women’s apparel retailer, leaders in
 specialty plus-sizes, with $3 billion in annual sales
 > 74%, or $2.2 billion in plus-related sales
 We serve the plus market through our multiple brands:
 > Lane Bryant
 > Fashion Bug
 > Catherines Plus Sizes
 The average size of American women is 14
 Our brands serve 62%(1) of America’s female population
 
 

 
6
(1) Derived From NPD Group Data and Company information.
We Are Synonymous With Plus-Sizes
 Lane Bryant is the leading brand in women’s plus apparel
 We are the fit authority in women’s plus apparel
 No other retailer or firm possesses as much expertise and knowledge as
 we do in women’s plus apparel
 > We hold the #1 market position in women’s specialty plus apparel, with
 approximately 40% share
(1)
 > We hold the #2 market position across all venues selling women’s plus apparel,
 with approximately 10% share
(1)
 > We achieved these market leading positions through both core and acquisition
 growth
 
 

 
7
Catherines
Shoe Catalog
2000
2005
2001
2006
2007
1999
Fashion
Bug
1996
G R O W P L U S
Channel Expansion
Outlets
Open
Lane Bryant
Catalog
Acquisition of
Crosstown
Traders
Acquisition of
Catherines
Plus Sizes
Acquisition of
Lane Bryant
Retail Stores
(1)
Acquisition of
Modern
Woman Plus
Acquisition of
alight.com Plus
(1) In 2001, Acquisition of Lane Bryant excluded catalog naming rights, which reverted to Lane Bryant in 2007.
Strategy: Become The Leader In
Women’s Plus Apparel
 In 1996, we began to reposition Charming Shoppes to be the women’s
 specialty plus apparel leader
 
 

 
8
History of Managing Through
Economic Downturns
 During the 2002 / 2003 economic downturn, we took the following actions:
 > Refocused merchandising and store execution at all brands
 > Controlled inventory
 > Reduced overhead costs
 > Conserved cash
 …and over the next several years, we successfully returned the business
 to growth and enhanced profitability…
 > Increased the top-line from $2.3 billion to $3.1 billion
 > Increased operating margins from 3.2% to 5.6%
 > Achieved a 33% operating earnings CAGR
 > Culminated in record sales and earnings in 2006
 
 

 
9
Stock Price Performance (2/1/03 - 1/28/06)
(1) Index includes Ann Taylor, Cato, Chico’s, Christopher & Banks, Deb Shops and Dress Barn. Deb Shops share price measured from March 2003 to close of Lee Equity’s
 acquisition in October 2007.
+275%
+50%
+231%
Peers (1)
CHRS
S&P 500
Shareholder Value Creation Following the
2002 / 2003 Economic Downturn
 275% share price appreciation in the
 three fiscal years following the
 downturn
 Rebound in women’s specialty
 apparel is a leading indicator to an
 improving economy
 Demonstrates our ability to manage
 through difficult times, position the
 Company for increased profitability
 and create shareholder value over
 the long-term
 
 

 
10
(1) Excludes the impairment of goodwill and intangible assets and restructuring charges recorded in the fourth quarter of 2007. Please refer to http://phx.corporate-
 ir.net/phoenix.zhtml?c=106124&p=irol-audioarchives for a GAAP to non-GAAP reconciliation.
 
1st Half 2007
2nd Half 2007(1)
2007(1)
Sales
$1.6 billion
$1.4 billion
$3.0 billion
Income from Operations
$71.2 million
$(37.6) million
$33.6 million
EPS
$0.34
$(0.18)
$0.16
Macro-Economic and
Business Performance Shifts
 Following a year of record sales and earnings in 2006, we entered 2007
 with much optimism about our proven growth strategy and planned the
 business accordingly
 During the 1st half of 2007, we continued to meet our objectives
 Mid-2007, with a significant economic downturn, our performance changed
 sharply
 
 

 
11
(1) Source: The Conference Board.
Current Economic Downturn
 2007 was the worst Christmas season in 20 years
 The Consumer Confidence Expectations Index(1) is now at a 35-year low
 (December 1973, 45.2)
 > 42% of Americans believe we are in a recession; 46% believe we are on the
 way
 > Escalating Food Costs, Record Food Stamp Recipients, Credit Crisis, Energy
 Costs, Weakening Housing Market - all leading to less disposable income
 Our customer - The Plus Apparel Consumer - falls in the heart of where
 America is being economically impacted
 The result: declining discretionary spending has led to significant
 decreases in retail traffic
 
 

 
12
Stock Price Performance (6/1/07 - 2/1/08)
(1) Index includes Ann Taylor, Cato, Chico’s, Christopher & Banks, Deb Shops and Dress Barn. Deb Shops share price measured from March 2003 to close of Lee Equity’s
 acquisition in October 2007.
Indexed Price (%)
(46%)
(9%)
(47%)
CHRS
Peers (1)
S&P 500
Recent Downturn Remains a Challenge for
Specialty Apparel Companies
 Our stock price performance during
 this period has been in-line with our
 peers in the retail apparel sector
 Through a series of recently
 announced initiatives, we are
 positioning Charming Shoppes for
 growth when the current retail
 downturn abates
 
 

 
13
2008: Managing Through The
Downturn
 As in 2002 / 2003, we have taken a number of actions:
 > Streamlined operations
 > Eliminated 13% of corporate positions
 > Closing 150 underperforming stores
 > Reduced inventory by 19% on a same-store basis
 > Resulting in $28 million in planned annualized cost savings
 
 

 
14
2008: Managing Through The
Downturn
 Increasing financial flexibility and liquidity
 > We have made “conserving cash” a priority during the downturn
 > We have identified further capital budget reductions, resulting in a total reduction
 of $63 million for FY2009, a decrease of nearly 50% compared to FY2008
 > We have announced planned refinancing of certain real estate assets to
 capitalize on the ability to generate additional meaningful cash resources
 > We are exploring strategic alternatives for our non-core misses apparel
 catalogs, including the possible sale of our non-core misses apparel catalogs
 > Temporarily suspended share repurchase program
 
 

 
15
Current Revenue Mix
Lane Bryant Brand Contributing More
Than 45% Of Total Revenues
Revenue Mix Goal
Key Strategic Objectives
 Leveraging our leading market share position in women’s plus apparel
 Growing our core brands through multiple channels
 Shifting the mix to higher operating margin businesses, while growing our revenues in our core
 brands
 
 

 
16
Merchandise and Marketing Initiatives
Lane Bryant: Primary Growth Catalyst and
Focus of Our Capital Investments
Growing EBITDA Margins(1)
2003
7.8%
2006
12.8%
Increasing Sales Over the Past Three Years(2)
(3)
(1) Excludes corporate allocations.
(2) 2006 and 2007 figures include sales from Lane Bryant Outlet.
(3) 2006 consisted of 53 weeks.
2007
9.8%
Average of $43 million in capital expenditures over
each of the last three years
 Drive bottoms growth through "Fit" expertise
 > Expanded Right Fit by Lane Bryant™ from
 denim to career pants
 Expanded intimate apparel offerings
 > Product innovation - primarily in bras
 Additional national brands in intimate apparel
 Expanding on the new proprietary credit with
 rewards program
 Recently launched Lane Bryant Catalog
 Launched Lane Bryant Outlet
 Grow e-commerce sales in excess of 20%
 annually
 Leverage cross-brand inventory
 Utilize Customer Relationship Management
 (CRM) for targeted direct mail
 
 

 
17
Growing EBITDA Margins(1)
Merchandise and Marketing Initiatives
(1) Excludes corporate allocations.
(2) Source: AOA Overweight Prevalence.
2003
7.6%
2006
14.6%
2007
13.4%
Catherines:
Improved Margins, Poised For Growth
 Maximize extended-size expertise (sizes 24
 -32) to serve this customer demographic
 across the catalog, e-commerce and store
 channels
 62% of American women are overweight(2)
 34% of American women are considered
 obese
(2)
 Average of $7 million in capital
 expenditures over each of the last three
 years
 Launch the “Liz & Me Platinum” line of
 casual/career bridge sportswear
 Intimate apparel expansion: adding sizes
 Increased penetration in social separates
 Expanding Right Fit by Catherines™ into
 career bottoms assortments
 Intensify our career and dress businesses to
 reflect emerging fashion trends
 Grow e-commerce sales in excess of 20%
 annually
 Leverage cross-brand inventory
 Utilize Customer Relationship Management
 (CRM) for targeted direct mail
 
 

 
18
Merchandise and Marketing Initiatives
Fashion Bug:
Delivering Strong Cash Flows
Fashion Bug Free Cash Flow Generation(1)
($mm)
EBITDA Margins(2)
(1) Free cash flow calculated as EBITDA minus Capital Expenditures.
(2) Excludes corporate allocations.
2003
10.5%
2006
9.8%
2007
6.1%
Average of $13 million in capital expenditures over
each of the last three years
 Despite a challenging 2007, Fashion Bug
 generated healthy cash flows
 Expand the presence and space allocated to
 plus apparel
 Expand “The Scene”, a junior plus shop, to
 500 stores
 This Fall, we will launch Right Fit denim
 program
 Increase the intimate apparel plus offerings
 to serve our plus customer with additional
 sizes
 Highlight more fashion merchandise
 categories in our direct mail
 Grow e-commerce sales in excess of 20%
 annually
 Leverage cross-brand inventory
 Utilize Customer Relationship Management
 (CRM) for targeted direct mail
 
 

 
19
Note: Store growth includes Lane Bryant Outlets beginning in 2005.
Lane Bryant New Store Performance
Lane Bryant Store Growth
 
Single Front Strip Center
Sales per Store
$1,100,000
EBITDA
$192,000
 % Margin
17.5%
Investment
$261,000
Cash-on-Cash ROI
73.6%
ROIC
18.5%
Capital Expenditures Focused on
Core High-Return Businesses
 Capital allocation decisions are dictated by
 our highest-return opportunities
 > Focus on relocations to strip and lifestyle
 centers, which offer greater ROI
  Increased sales, lower cost structure and
 lower initial investment
 75% of capital expenditures devoted to Lane
 Bryant, our most profitable brand
 Recent initiatives to decrease overall level of
 capital expenditures by $63 million for
 FY2009
 > Results in a total reduction of nearly 50%
 compared to FY2008
 
 

 
20
(1) *Source: Forrester Research (WSJ 09/03/04) and Charming Shoppes’ Research
Crosstown Traders
 Acquired the necessary infrastructure and catalog experience:
 > In anticipation of the reversion of the naming rights to the Lane Bryant Catalog
 > To be able to execute our tri-channel strategy and address how women shop today:
  Stores, E-commerce, Catalog
 Majority of women’s specialty retailers are tri-channel
 > Multi-channel shoppers are the most loyal, most productive customers(1)
 Business performance in 2005 and 2006
 > Integration took longer than planned
 > Execution missteps in the consolidation of our apparel catalog titles
 > Unanticipated increases in postage, paper and print costs
 In 2007, repositioned catalog business to support our multi-channel strategy for our core
 brands
 > Launched Catherines Shoe Catalog and Lane Bryant Catalog
 Future Plans include Catherines Apparel Catalog and Fashion Bug Plus Catalog
 We are exploring strategic alternatives for our non-core misses apparel catalogs, including
 the possible sale of our non-core misses apparel catalogs
 
 

 
21
Proprietary Credit Program Profit Contribution
% of Average
Managed
Receivables
 8.9%  10.0%  8.9%
($mm)
(1) Company Information.
Proprietary Credit Program:
A Consistent Source of Profitability and
A Critical Component to Brand Strategy
 Proprietary credit card program is a strategic
 asset, a highly compelling promotional
 vehicle, and a strong profit contributor:
 > A critical component of executing our brands’
 merchandise and targeted marketing
 strategies
 > The majority of our marketing efforts are
 through direct mail, primarily targeted to our
 credit customer
 > Engendering customer loyalty and repeat
 business
 > Higher spend (2X the cash customer) and
 profit contribution per customer
 > 1/3rd of our revenues represented by
 proprietary credit
 > 14%(1) of American women carry one of our
 cards
 Previously utilized a third-party provider, with
 unsatisfactory results
 
 

 
22
Name
Title
At CHRS
Retail
Experience
Dorrit Bern
Chairman, CEO and President
13 Years
35 Years
Eric Specter
Executive Vice President and CFO
25 Years
25 Years
Joe Baron
Executive Vice President and COO
 6 Years
39 Years
Colin Stern
Executive Vice President and General Counsel
19 Years
19 Years
James Bloise
Executive Vice President, Supply Chain
 6 Years
30 Years
LuAnn Via
President, Lane Bryant
 2 Years
34 Years
Lori Twomey
President, Crosstown Traders
 1 Year
23 Years
 
 
4
Internal promotions
3
Became CEO of another retailer
3
Replaced related to performance
13-Year History: Divisional Management Changes
Average Retail Experience is 30 Years
Average Executive Tenure with Charming Shoppes is 10 Years
Management Experience
 
 

 
23
Corporate Governance:
Executive Compensation Discipline
 Our Board of Directors is committed to aligning executive compensation with shareholder
 interests
 Compensation packages are determined by the Compensation Committee, comprised
 solely of independent directors, in consultation with an independent compensation
 consultant and outside legal counsel
 Independent compensation consultant validated our practices against retail peer group
 Benchmarked our compensation to be in the 50th to 75th percentile of our peer group
 Most recent CEO contract completed in December 2007:
 > Includes heavier weighting to performance-based compensation (67%) and the introduction of
 relative TSR (Total Shareholder Return) as the key metric for performance-based compensation
 > Reduced perquisites and limited tax gross-ups
 > Adjusted base compensation (equivalent of 3.4% annual increase since CEO joined company)
 > Eliminated evergreen provision and signing bonus
 
 

 
24
(1) Represents top 5 officers.
(2) Source: Pearl Meyer & Partners.
Compensation is Actively Adjusted
Based on Performance
2005
2006
2007
2004
Corporate Governance:
Executive Compensation
 Executive compensation is aligned with
 operating performance and total returns to
 our shareholders
 During 2007, the Company reported
 declining business results, and
 executive compensation was impacted
 accordingly
 > Total CEO compensation declined 36%
 from prior year
 > Total compensation for top 5 officers
 declined 31% from prior year
 Charming Shoppes ranks 13 out of a
 peer group of 23 companies (at the
 median) in total compensation paid to
 top 5 executives
(2)
 
 

 
25
 Our Board has the necessary depth and breadth of expertise in areas that are critical to the
 continued success of the Company
 Our Board members are highly skilled in public company leadership, retail, marketing, operating,
 finance, accounting, governance and overall executive management
 Charming Shoppes’ Chairman,
 CEO and President
 Led Charming Shoppes since
 August 1995
 Retail apparel industry experience
 spans 35 years
Dorrit Bern -
A Retailer
 Former Chairman and CEO, and a
 current director of Jo-Ann Stores, a
 leading U.S. retailer
 Serves on Charming Shoppes’
 Corporate Governance and
 Nominating and Finance
 Committees
 Retail industry experience spans
 30 years
Alan Rosskamm -
A Retailer
 Former Senior Vice President and
 Chief Integration Officer of Sprint
 Corporation
 Former Vice President, Finance
 and Expense Control for Macy’s
 Midwest
 Serves on Charming Shoppes’
 Audit and Finance Committees
M. Jeannine Strandjord -
A Former Retail Finance Executive
Our Qualified Board Nominees
 Our existing directors, nominated for re-election, have extensive public company experience as
 well as retail industry backgrounds
 
 

 
26
Focused on Corporate Governance
 7 of our 8 directors are considered independent by NASDAQ Marketplace
 Rules standards
 No related-party transactions with independent board members
 All directors have extensive management and/or leadership experience
 > The average tenure of management and leadership experience is >25 years
 Board is actively involved in overseeing the business
 > Frequent meetings and discussions
 > 9 full board meetings, 33 committee meetings in 2007
 > Committees are empowered to provide direction and proper oversight
 Our CGQ® as of April 1st is better than 81.6% of S&P 400 companies and
 90.9% of Retailing companies
 
 

 
27
Name /
Committee(s)
Retail and Other
Experience
Background
Years Served On
CHRS Board
Dorrit Bern
 Administration (C)
Charming Shoppes: 13 years
Sears: 8 years
Bon Marché: 10 years
Joske’s: 4 years
 Current Chairman and CEO - Charming Shoppes
 Director - OfficeMax
 Director - Southern Company
13
Alan Rosskamm
 Corporate Governance and
 Nominating, Finance,
 Administration
Jo-Ann Stores: 30 years
 Former Chairman and CEO - Jo-Ann Stores
 Director - Jo-Ann Stores
 Adviser to retailer Pet-Sense, Inc.
16
Pamela Davies
 Compensation, Corporate
 Governance and Nominating
Queens University of Charlotte: 6
years
 President - Queens University of Charlotte
 Former Dean - McColl School of Business, Queens
 University of Charlotte
 Former Professor of Management - Drexel University
 Director - C & D Technologies
 Director - Sonoco Products Company
10
Charles Hopkins
 Audit (C), Finance
KPMG: 33 years
 Former Audit Partner and SEC Reviewing Partner -
 KPMG, LLP
 Former Managing Partner - KPMG, LLP Philadelphia
 Business Unit
9
Katherine Hudson
 Compensation (C), Audit,
 Administration, Lead Independent
 Director
Brady Corporation: 9 years
 Former Chairman and CEO - Brady Corporation
 Former Director - Brady Corporation
 Former Vice President - Eastman Kodak Company
8
Seasoned Board of Directors
 
 

 
28
Name /
Committee(s)
Retail and Other
Experience
Background
Years Served On
CHRS Board
William Albertini
 Finance (C), Compensation
Bell Atlantic: 32 years
 Former Executive Vice President and CFO - Bell Atlantic
 Former Director - Bell Atlantic
 Director - BlackRock
 Director - Triumph Group
 Director - Airgas
5
Yvonne Curl
 Corporate Governance and
 Nominating (C), Audit
Avaya: 4 years
Xerox: 24 years
 Former Chief Marketing Officer - Avaya
 Former Senior Vice President and General Manager, Public
 Sector, Worldwide - Xerox
 Director - Nationwide Mutual Insurance Company
 Director - HealthSouth Corporation
 Director - Welch Allyn Inc.
4
M. Jeannine Strandjord
 Audit, Finance
Sprint Corporation: 20 years
Macy’s: 4 years
 Former Senior Vice President and Chief Integration Officer -
 Sprint
 Former Vice President, Finance and Expense Control - Macy’s
 Midwest
 Director - DST Systems
 Director - Euronet Worldwide
 Director - Investment companies that are part of American
 Century Funds
2
 We are a leading women’s apparel retailer
 63% of our Board members are female, placing us in the highest 1% of Fortune 1000 companies for gender diversity
Seasoned Board of Directors (cont’d)
 
 

 
29
 Crescendo and Myca have offered only short-sighted financial tactics that we believe are not aligned with long-
 term value creation
 > Dissidents have not proposed any new ideas
 > Lack the experience that is necessary to navigate through the current retail environment
 Glass, Lewis & Co.
 recommends WITHHOLD
 President of a small hedge fund
 No management experience
 Limited Board experience
 No retail or consumer
 experience
Robert Frankfurt
 Majority of retail experience is
 with companies in restructuring
 or Chapter 11 phase
 No experience as a senior
 executive of a public company
 No Board experience
Michael Appel
 Glass, Lewis & Co.
 recommends WITHHOLD
 No management or operating
 experience
 Limited understanding of retail
 Recently became a Board
 member of a Charming Shoppes
 competitor
 History of being disruptive,
 divisive and self-serving as a
 Board member
Arnaud Ajdler
Dissident’s Nominees Lack
Experience
 The three directors nominated by Crescendo and Myca have no substantial public company retail experience
 
 

 
30
Charming Shoppes’ Strategies
Dissident’s Strategies
Short-Term Strategies
 Has a highly-qualified management team
 and Board in place that has significant
 experience in retail, marketing and
 operations
 Focused strategy to grow its leading
 position in plus sizes through its core
 brands
 Leverage its multi-channel strategy to
 expand the customer base of its core
 brands through catalog, E-commerce and
 retail stores
 Retain financial flexibility by conserving
 cash to manage through a difficult
 environment
 Do not have a strategy other than the sale
 of assets (i.e. catalog businesses, credit
 operations) using the proceeds, combined
 with cash, to buy back a significant
 amount of shares
 Will disrupt Charming Shoppes’ plan to
 build long-term value for its shareholders
 Risking the viability of the Company by
 reducing its financial flexibility in a weak
 economic environment
 
 

 
31
Dissident’s Strategies
 Leverage plus-apparel expertise through
 multi-brand, multi-channel strategy
 Focus on Merchandising and Marketing
 Improve operating margins through mix
 and focus on Lane Bryant as growth
 catalyst
 Disciplined capital allocation process
 Maintain strong balance sheet
Charming Shoppes’ Strategies
?
Long-Term Strategies
 
 

 
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In Summary
 Charming Shoppes is committed to being the leader in women’s plus-size
 apparel, and our focused multi-brand, multi-channel strategy is the right
 plan to create long-term shareholder value
 Charming Shoppes has in place a highly-experienced Board and
 management team with significant retail industry expertise to implement
 our strategic plan
 Charming Shoppes’ Board and management team have a proven record of
 navigating challenging retail and economic environments and repositioning
 the Company to gain market share and grow profitability
 The dissident’s nominees have limited relevant experience, bring no new
 ideas to Charming Shoppes, and if elected, would advance a short-term
 financial reengineering scheme that would disrupt the implementation of
 our strategy and undermine the future growth of the Company
 
 

 
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On April 2, 2008, Charming Shoppes, Inc. filed a definitive proxy statement with the Securities and Exchange
Commission (“the SEC”) in connection with the 2008 Annual Meeting of Shareholders of Charming Shoppes,
Inc. and began the process of mailing its definitive proxy statement and a GOLD proxy card to shareholders.
Charming Shoppes’ shareholders are strongly advised to read Charming Shoppes’ proxy statement as it
contains important information. Shareholders may obtain an additional copy of Charming Shoppes’ definitive
proxy statement and any other documents filed by Charming Shoppes with the SEC for free at the SEC’s
website,
www.sec.gov, or at Charming Shoppes’ website at www.charmingshoppes.com. In addition, copies of
Charming Shoppes’ proxy materials may be requested at no charge by contacting MacKenzie Partners, Inc. at
1-800-322-2885 or via email at charming@mackenziepartners.com. Detailed information regarding the names,
affiliations and interests of individuals who are participants in the solicitation of proxies of Charming Shoppes’
shareholders is available in Charming Shoppes’ definitive proxy statement filed with the Securities and
Exchange Commission on April 2, 2008.
Proxy Communication Statement: