Up2Date
answers associate questions about the upcoming
2008
Annual Meeting of Shareholders
Charming
Shoppes’ 2008 Annual Meeting of Shareholders is currently scheduled for
Thursday, May 8, 2008 at our 450 Winks Lane offices.
Over the
years, Charming Shoppes’ annual meetings have been fairly routine, and have
focused on uncontested director elections, or ratifying our independent
auditors.
As you
may be aware, however, this year a dissident shareholder nominated three
individuals to stand for election to our Company’s Board of Directors at the
Annual Meeting of Shareholders. The candidates are running in
opposition to our Board’s nominees. When a dissident shareholder nominates
directors in opposition to the candidates nominated by your Board, it is known
as a proxy contest.
Proxy
contests are closely regulated by the Securities and Exchange Commission and
entail numerous rules and regulations, which can be both complicated and
confusing. In order to help you better understand this process, we have provided
a short Q&A in anticipation of some of the questions that you may have. We
hope that this will help keep you fully informed about the process as you hear
more about it in the coming weeks.
At our
annual meeting this year, the items of business are:
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·
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To
elect three Class C Directors.
|
|
·
|
To
re-approve the material terms of the performance goals under the 2003
Incentive Compensation Plan to preserve the deductibility of compensation
payments in accordance with Section 162(m) of the Internal Revenue
Code.
|
|
·
|
To
ratify the appointment of Ernst & Young LLP as independent auditors of
Charming Shoppes to serve for the 2009 fiscal
year.
|
|
·
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof.
|
YOUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE BOARD’S
NOMINEES FOR ELECTION AS DIRECTORS – DORRIT J. BERN, ALAN ROSKAMM, M. JEANNINE
STRANDJORD
Questions and
Answers
What is a proxy
contest?
A proxy
contest is a contest to win shareholder votes in an election of a company’s
directors or the vote on a proposal put before the shareholders. Typically, the
vote is held at an annual meeting of the company’s shareholders.
What is The Charming Shoppes
Full Value Committee?
The
Charming Shoppes Full Value Committee is a dissident shareholder group led by
two New York City-based hedge funds, Crescendo Partners and Myca Partners, that
has nominated three individuals in opposition to your incumbent
directors.
Why has the dissident
shareholder group initiated this proxy contest?
We
believe the dissident shareholder group has targeted your company for its own
self-serving agenda. If elected, we believe its nominees would cause
significant disruption and undermine Charming Shoppes’ ability to continue
executing its strategic plan.
How long will the proxy
contest last?
The proxy
contest may last until the date of our Annual Meeting of Shareholders, which is
currently scheduled for Thursday, May 8, 2008.
Who may attend Charming
Shoppes’ Annual Meeting?
You are
entitled to attend and vote at the Annual Meeting only if you were a shareholder
of record of Charming Shoppes’ common stock at the close of business on March
28, 2008. If you wish to attend the annual meeting, please be sure to
bring written verification of your Charming Shoppes’ share holdings as of March
28, 2008.
What will happen between now
and the Annual Meeting?
Both
Charming Shoppes and the dissident have mailed proxy statements and proxy cards
to Charming Shoppes’ shareholders. Leading up to our annual meeting, Charming
Shoppes and, we expect, the dissident, will communicate with shareholders by
sending shareholder letters and other communications materials.
Proxies
received by us before the annual meeting will be voted at the annual meeting in
accordance with your instructions. You have a choice of submitting
your proxy via the Internet, by telephone or by completing and mailing the GOLD
proxy card:
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·
|
Vote by Internet. Go to
the Web site, www.cesvote.com,
as shown on your GOLD Proxy Card, and follow the
instructions. Internet voting is available 24 hours a day,
seven days a week, through 6:00 a.m. on May 8,
2008.
|
|
·
|
Vote by
Telephone. Call the toll-free number, 1-888-693-8683, as
shown on your GOLD Proxy Card, and follow the
instructions. Telephone voting is available 24 hours a day,
seven days a week, through 6:00 a.m. on May 8,
2008.
|
|
·
|
Vote by
Mail. Please fill out and return your GOLD Proxy
Card. An envelope with postage paid, if mailed in the United
States, was provided to you for this
purpose.
|
You may
also vote at the annual meeting in person.
Why have I received more
than one proxy card in the mail?
Because
of the nature of a proxy contest, both Charming Shoppes and the dissident have
each distributed their own voting materials to our
shareholders. Charming Shoppes’ proxy card, which is GOLD in color,
is for the re-election of three of Charming Shoppes’ directors – Dorrit J. Bern,
Alan Rosskamm and M. Jeannine Strandjord.
The
dissident has also mailed a proxy card to our shareholders, which is white in
color, for the election of their candidates.
Also
related to the nature of a proxy contest, it is customary to receive multiple
mailings, both from the Company and the dissident shareholder.
Why are the Proxy Cards
different colors?
To assist
in minimizing confusion in this uncommon situation, the Company has chosen to
have its directors represented by the GOLD proxy card. The dissident
has chosen to use a white card.
Do I need to submit both the
GOLD and the other card?
If you
wish to cast your vote for the re-election of our three directors – Dorrit J.
Bern, Alan Rosskamm and M. Jeannine Strandjord – then please complete and submit
your GOLD proxy card (either by telephone, mail or internet). IMPORTANT:
YOUR BOARD URGES YOU NOT TO SUBMIT THE DISSIDENT’S WHITE PROXY CARD, AS THIS
WILL CANCEL YOUR VOTE FOR YOUR COMPANY’S BOARD MEMBERS. PLEASE
DISCARD THE WHITE CARD ALTOGETHER AND ONLY SUBMIT THE GOLD CARD.
Charming
Shoppes’ shareholders who have any questions or need assistance voting their
GOLD proxy card should contact MacKenzie Partners, Inc., which is assisting
Charming Shoppes in this matter, toll-free at (800) 322-2885 or charming@mackenziepartners.com.
How do I actually vote the
shares?
If you
are a registered
shareholder (meaning you hold a physical stock certificate for your
Charming Shoppes’ shares), then please vote by any of the below
methods:
By
Telephone:
Please
have your proxy card available when you call the toll-free number 1-888-693-8683
using a touch-tone telephone and follow the simple directions that will be
presented to you.
By
Internet:
Please
have your proxy card available when you access the website, www.cesvote.com, and
follow the simple directions that will be presented to you.
By Mail:
Please
mark, sign and date your proxy card and return it in the postage-paid envelope
provided to you with the proxy materials or return it to:
Corporate
Election Services
P.O. Box
1150
Pittsburgh,
PA 15230
If you
are a beneficial
shareholder (meaning your shares are held by your broker) please follow
the instructions on your GOLD Voter Information Form (VIF). If you
hold your Charming Shoppes shares at more than one broker, expect multiple
mailings and vote each one separately. (Note: the initial mailing for
beneficial shareholders was printed on a white card with the following
words:*NOTE* THIS VIF REPRESENTS THE GOLD PROXY CARD. Subsequent
mailings to beneficial shareholders were made on the GOLD VIF.)
If you
are BOTH a registered and beneficial shareholder (meaning some of your
shares are held with physical certificates, and some of your shares are held by
your broker), then you will need to complete more than one GOLD card if you wish
to vote all of your shares for Charming Shoppes’ Board Members.
I completed and sent in both
the GOLD and the white proxy cards. Which one will
count?
THIS
IS A VERY IMPORTANT QUESTION!!
Only
the last card completed and submitted will be counted and only one executed and
voted proxy card may be counted per shareholder
account.
Even
if you voted “FOR” Dorrit J. Bern, Alan Rosskamm and M. Jeannine Strandjord on
the GOLD card, and then submitted the white card with instructions to “WITHHOLD”
your vote for the dissidents, you will have cancelled your vote for Dorrit J.
Bern, Alan Rosskamm and M. Jeannine Strandjord.
Even
if you have already submitted the dissident’s white proxy card, your board urges
you to submit the GOLD proxy card for your board’s highly-qualified
nominees.
If you
wish to cast your vote for the re-election of our three directors – Dorrit J.
Bern, Alan Rosskamm and M. Jeannine Strandjord – then please complete and submit
your GOLD proxy card (either by phone, mail or internet). DO NOT
SUBMIT THE DISSIDENT’S WHITE PROXY CARD, AS THIS WILL CANCEL YOUR VOTE FOR YOUR
COMPANY’S BOARD MEMBERS.WE URGE YOU TO PLEASE DISCARD THE WHITE CARD AND ONLY
SUBMIT THE GOLD CARD. IF YOU HAVE SUBMITTED A WHITE CARD, YOU MAY
CHANGE YOUR VOTE BY SUBMITTING A GOLD CARD OR USING ONE OF THE OTHER VOTING
MECHANISMS DESCRIBED.
Charming
Shoppes’ shareholders who have any questions or need assistance voting their
GOLD proxy card should contact MacKenzie Partners, Inc., which is assisting
Charming Shoppes in this matter, toll-free at (800) 322-2885 or charming@mackenziepartners.com.
What will happen at the
Annual Meeting?
Shareholders
of record (meaning as of the March 28, 2008 record date) will be able to attend
and vote at the Annual Meeting. Both Charming Shoppes and the dissident will
submit all of the proxy cards they have received throughout the process to an
independent inspector of elections who will be responsible for counting and
certifying the vote. While there may be some preliminary indication of the
outcome of the vote on the day of the meeting, it generally takes some time
thereafter for the vote in proxy contests to be certified by the independent
inspector. Until the vote is certified, all of the current directors will
continue to serve on the Board.
What will happen to the
stock I hold?
The
outcome of the annual meeting will have no impact on your stock
holdings.
What do I do if I am
questioned by shareholders or the media?
The
Company will respond to shareholder and media inquiries appropriately. Please
forward any calls you may receive from shareholders, analysts, members of the
media or other outside parties, to Gayle Coolick, Director of Investor
Relations, at 215-638-6955.
Additional
Information
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 Charming Shoppes'
website http://www.charmingshoppes.com and at the SEC's website at
http://www.sec.gov. Copies of the definitive proxy statement are available for
free. 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.
2.
The Company has also posted the following item to its external
website:
Important Information
relating to the Company’s 2008 Annual Meeting of
Shareholders
Charming
Shoppes, Inc. has filed with the Securities and Exchange Commission (the "SEC")
and mailed to shareholders a definitive proxy statement dated April 2, 2008 (the
"Proxy Statement"). The Proxy Statement contains important information about
Charming Shoppes and our 2008 Annual Shareholders Meeting.
Charming
Shoppes' shareholders are urged to read the Proxy Statement carefully.
Shareholders may obtain additional free copies of the Proxy Statement and other
relevant documents filed with the SEC by Charming Shoppes through the website
maintained by the SEC at www.sec.gov. The Proxy Statement and other relevant
documents may also be obtained free of charge from Charming Shoppes at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-sec
or by contacting Investor Relations in writing at Charming Shoppes, Inc. at 450
Winks Lane, Bensalem, PA 19020; or by telephone at 1-866-247-7639; or by email
at IR@charming.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.
Proxy
Contest
As you
may be aware, a dissident shareholder group nominated three individuals to stand
for election to our Company’s Board of Directors at the Annual Meeting of
Shareholders. These candidates are running in opposition to our
Board’s nominees. When a dissident shareholder nominates directors in
opposition to the candidates nominated by your Board, it is known as a proxy
contest.
The
contents of the websites referenced above are not deemed to be incorporated by
reference into the Proxy Statement. Shareholders may also contact MacKenzie
Partners, Inc. with questions or requests for additional copies of the proxy
materials by calling toll-free (800) 322-2885 or collect (212) 929-5500, or by
email at charming@mackenziepartners.com.
Charming Shoppes, Inc. 2008
Annual Meeting of Shareholders
Charming
Shoppes’ 2008 Annual Meeting of Shareholders is currently scheduled for
Thursday, May 8, 2008.
Items of
business are:
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·
|
To
elect three Class C Directors.
|
|
·
|
To
re-approve the material terms of the performance goals under the 2003
Incentive Compensation Plan to preserve the deductibility of compensation
payments in accordance with Section 162(m) of the Internal Revenue
Code.
|
|
·
|
To
ratify the appointment of Ernst & Young LLP as independent auditors of
Charming Shoppes to serve for the 2009 fiscal
year.
|
|
·
|
To
transact such other business as may properly come before the Meeting or
any adjournments thereof.
|
YOUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE BOARD’S
NOMINEES FOR ELECTION AS DIRECTORS – DORRIT J. BERN, ALAN ROSSKAMM, AND M.
JEANNINE STRANDJORD.
Date:
Thursday,
May 8, 2008
Time:
10:00
a.m. ET
Location:
Charming
Shoppes, Inc. Corporate Headquarters
450 Winks
Lane
Bensalem,
PA 19020
215-245-9100
Who may
attend:
You are
entitled to attend and vote at the Annual Meeting only if you were a holder of
record of Charming Shoppes’ Common Stock at the close of business on March 28,
2008. If you wish to attend the annual meeting, please be sure to
bring proof of your Charming Shoppes’ share holdings as of March 28,
2008.
How to
Vote Your Shares
You
are urged to read the Proxy Statement carefully. Shareholders may obtain
additional free copies of the Proxy Statement and other relevant documents filed
with the SEC by Charming Shoppes through the website maintained by the SEC at
www.sec.gov. The Proxy Statement and other relevant documents may also be
obtained free of charge from Charming Shoppes at http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-sec
or by contacting Investor Relations in writing at Charming Shoppes, Inc. at 450
Winks Lane, Bensalem, PA 19020; or by telephone at 1-866-247-7639; or by email
at IR@charming.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 SEC on April 2, 2008.
CHARMING
SHOPPES’ BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE THREE
NOMINEES FOR DIRECTOR, AS SET FORTH IN THE COMPANY’S PROXY STATEMENT, “FOR” THE
RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2003
INCENTIVE COMPENSATION PLAN, AND
“FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF CHARMING SHOPPES, INC. TO SERVE FOR THE 2009 FISCAL
YEAR.
We
urge you to discard any proxy materials and proxy cards that you may receive
from the dissident group and to vote your GOLD proxy card for the election of
the three directors listed in Charming Shoppes’ Proxy
Statement.
You have
a choice of submitting your proxy via the Internet, by telephone or by
completing and mailing your GOLD Proxy Card:
For registered
shareholders (if you physically hold your stock
certificate(s)):
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·
|
Vote by Internet. Go to
the Web site, www.cesvote.com,
as shown on your GOLD Proxy Card, and follow the instructions. Internet
voting is available 24 hours a day, seven days a week, through 6:00 a.m.
on May 8, 2008.
|
|
·
|
Vote by Telephone. Call
the toll-free number, 1-888-693-8683, as shown on your GOLD Proxy Card,
and follow the instructions. Telephone voting is available 24 hours a day,
seven days a week, through 6:00 a.m. on May 8,
2008.
|
|
·
|
Vote by Mail. Please
fill out and return your GOLD Proxy Card. An envelope with postage paid,
if mailed in the United States, was provided to with the proxy materials
you for this purpose.
|
For beneficial
shareholders (if your shares are held at your broker):
Please
follow the instructions on your GOLD Voter Information Form
(VIF). Note: the initial mailing for beneficial shareholders was
printed on a white card with the following words:*NOTE* THIS VIF REPRESENTS THE
GOLD PROXY CARD.
Beneficial
holders may use either the GOLD Voter Information Form or the white Voter
Information Form that lists Dorrit J. Bern, Alan Rosskamm, and M. Jeannine
Strandjord as nominees for re-election.
ONLY
ONE EXECUTED AND VOTED PROXY CARD WILL BE COUNTED PER SHAREHOLDER
ACCOUNT.
If
you have voted more than one card per shareholder account, only the last card
completed and submitted will be counted.
If you
wish to cast your vote for the re-election of our three experienced and
highly-qualified directors – Dorrit J. Bern, Alan Rosskamm and M. Jeannine
Strandjord – then please complete and submit your GOLD proxy card (either by
phone, mail or internet). You can do this even if you have previously
submitted a white proxy card.
DO
NOT SUBMIT THE DISSIDENT’S WHITE PROXY CARD, AS THIS WILL CANCEL YOUR VOTE FOR
YOUR COMPANY’S BOARD MEMBERS. WE URGE YOU TO PLEASE DISCARD THE WHITE
CARD AND ONLY SUBMIT THE GOLD CARD.
If you have submitted a
white card, you may change your vote by using one of the other voting mechanisms
described above.
Please discard any proxy
materials and proxy cards that you may receive from the
dissident.
The
following Class C Directors have been nominated for reelection to terms
scheduled to end in 2011:
Dorrit J.
Bern
Director
Since 1995
Ms. Bern,
57, has been our President and Chief Executive Officer since August 23, 1995
when she joined Charming Shoppes. She also served as Vice Chairman of the Board
from August 23, 1995 until January 30, 1997 when she was elected Chairman of the
Board. Before joining us, Ms. Bern was employed by Sears, Roebuck & Co.,
beginning in 1987 during which period she held various merchandising positions
culminating with her appointment as Group Vice President of Women’s Apparel and
Home Fashions in December 1993. Before joining Sears, Roebuck & Co., Ms.
Bern held merchandising positions at other prominent retailers. Ms. Bern is also
a Director of Southern Company and OfficeMax Incorporated.
Alan
Rosskamm
Director
Since 1992
Mr.
Rosskamm, 57, was the Chief Executive Officer of Jo-Ann Stores, Inc. (“Jo-Ann”),
from October 1985 to August 2006, and Chairman of the Board of Directors from
July 1992 to August 2006. Under his leadership, Jo-Ann became the nation’s
leading retailer of fabrics and sewing supplies and one the nation’s largest
retailers of craft and floral products, operating 800 stores in 47 states. He
continues as a member of the Board of Directors, where he has served since
1985.
M.
Jeannine Strandjord
Director
Since 2006
Ms.
Strandjord, 60, was Senior Vice President and Chief Integration Officer of
Sprint Corporation (“Sprint”), a global communications company, from September
2003 until her retirement in November 2005 with responsibility for
implementation of Sprint’s transformation, including overall program management
of comprehensive process redesign and organizational development. From January
2003 to September 2003, Ms. Strandjord was Senior Vice President of Financial
Services for Sprint. From 1998 to 2003, Ms. Strandjord was Senior Vice President
of Finance for Sprint Global Markets Group. From 1990 to 1998, Ms. Strandjord
was Senior Vice President and Treasurer for Sprint. From 1986 to 1990, she
served as Vice President and Controller for Sprint. Ms. Strandjord joined Sprint
in January 1985, serving as Vice President, Finance and Distribution at
AmeriSource, Inc., a Sprint subsidiary. Prior to joining Sprint, Ms. Strandjord
was Vice President, Finance and Expense Control, for Macy’s Midwest and had held
positions with Kansas City Power & Light Co. and Ernst and Whinney. She is
also a member of the Board of six registered investment companies which are a
part of American Century Funds and a member of the Boards of DST Systems, Inc.
and Euronet Worldwide, Inc.
The
following Class A Directors are continuing in office, with terms scheduled to
end in 2009:
William
O. Albertini
Director
Since 2003
Mr.
Albertini, 63, retired in 1999 as Executive Vice President and Chief Financial
Officer of Bell Atlantic Global Wireless, Inc., a provider of wireless
communication services. Before joining that company, from 1995 to 1997 he served
as Executive Vice President and Chief Financial Officer of Bell Atlantic
Corporation, and also as a Director of Bell Atlantic. Mr. Albertini is a
Director of BlackRock, Inc., Triumph Group, Inc. and Airgas, Inc.
Charles
T. Hopkins
Director
Since 1999
Mr.
Hopkins, 64, was associated with the public accounting firm of KPMG LLP from
1966 until 1999. During his term at KPMG LLP, Mr. Hopkins served as an audit
partner and a SEC reviewing partner. From 1993 until 1998, Mr. Hopkins was
managing partner of KPMG’s Philadelphia Business Unit.
Yvonne M.
Curl
Director
Since 2004
Ms. Curl,
52, was the Chief Marketing Officer of Avaya, Inc. (“Avaya”) from October 2000
through April 2004. In that capacity, she was responsible for the strategic and
operational management of Avaya’s global marketing organization. Avaya provides
voice, converged voice and data customer relationship management, messaging,
multi-service networking and structured cabling products and services to its
customers. Before joining Avaya, Ms. Curl was employed by Xerox Corporation
beginning in 1976 during which period she held positions in sales, marketing and
field operations culminating with her appointment as Corporate Vice President,
Senior Vice President and General Manager, Public Sector, Worldwide in January
1999. In that capacity, she was responsible for developing strategic and
tactical market plans for the provision of document solutions and services to
the public sector worldwide. Ms. Curl is a Director of Nationwide Mutual
Insurance Company and HealthSouth Corporation.
The
following Class B Directors are continuing in office, with terms scheduled to
end in 2010:
Pamela
Davies
Director
Since 1998
Dr.
Davies, 50, has been the President of Queens University of Charlotte since July
2002. Dr. Davies was the Dean of the McColl School of Business, Queens
University of Charlotte from June 2000 until March 2001 when she was appointed
Chief Operating Officer of that institution. From June 1997 to June 2000, she
served as Professor of Management and Dean of the Bennett S. LeBow College of
Business at Drexel University. From 1992 to 1997, Dr. Davies served as Chairman
of the Department of Management at the University of Central Florida. Her
professional specialization is in the field of strategic planning with a
particular emphasis on competitive and marketing strategy. She has written and
lectured on these topics extensively. Dr. Davies is a Director of C & D
Technologies, Inc. and Sonoco Products Company.
Katherine
M. Hudson
Director
Since 2000
Ms.
Hudson, 60, served as the Chairman of the Board of Directors of Brady
Corporation until November, 2003 when she retired. Prior to her appointment as
Chairman, she was the President, Chief Executive Officer and a Director of Brady
Corporation from January 1994 until March 31, 2003. Brady Corporation is a
leading manufacturer and marketer of complete identification solutions which
improve productivity, performance, safety and security. Its products include
high-performance labels, signs, software, printers, specialty die-cut materials
and data-collection systems. Before joining Brady Corporation, she was a Vice
President at Eastman Kodak Company and General Manager of its Professional,
Printing and Publishing Imaging Division. Her 24 years at Eastman Kodak Company
included positions in finance, communications and public affairs, information
systems and the management of instant photography and printing. Ms. Hudson is a
Director of Telefonaktiebolaget LM Ericsson and serves on the Alverno College
Board of Trustees and as Chairman of the Medical College of Wisconsin Board of
Trustees.
Questions and
Answers
What is a proxy
contest?
A proxy
contest is a contest to win shareholder votes in an election of a company’s
directors or the vote on a proposal put before the shareholders. Typically, the
vote is held at an annual meeting of the company’s shareholders.
What is The Charming Shoppes
Full Value Committee?
The
Charming Shoppes Full Value Committee is a dissident shareholder group led by
two New York City-based hedge funds, Crescendo Partners and Myca Partners, which
has nominated three individuals in opposition to your incumbent
directors.
Why has the dissident
shareholder group initiated this proxy contest?
We
believe the dissident shareholder group has targeted your company for its own
self-serving agenda. If elected, we believe its nominees would cause
significant disruption and undermine Charming Shoppes’ ability to continue its
strategic plan.
How long will the proxy
contest last?
The proxy
contest may last until the date of our Annual Meeting of Shareholders, which is
currently scheduled for Thursday, May 8, 2008.
Who may attend Charming
Shoppes’ Annual Meeting?
You are
entitled to attend and vote at the Annual Meeting only if you were a shareholder
of record of Charming Shoppes’ common stock at the close of business on March
28, 2008. If you wish to attend the annual meeting, please be sure to
bring written verification of your Charming Shoppes’ share holdings as of March
28, 2008.
What will happen between now
and the Annual Meeting?
Both
Charming Shoppes and the dissident have mailed proxy statements and proxy cards
to Charming Shoppes’ shareholders. Leading up to our annual meeting, Charming
Shoppes and we expect the dissident will communicate with shareholders by
sending shareholder letters and other communications materials.
Proxies
received by us before the annual meeting will be voted at the annual meeting in
accordance with your instructions. You have a choice of submitting
your proxy via the Internet, by telephone or by completing and mailing the GOLD
Proxy Card:
|
·
|
Vote by
Internet. Got to the Web site, www.cesvote.com,
as shown on your GOLD Proxy Card, and follow the
instructions. Internet voting is available 24 hours a day,
seven days a week, through 6:00 a.m. on May 8,
2008.
|
|
·
|
Vote by
Telephone. Call the toll-free number, 1-888-693-8683, as
shown on your GOLD Proxy Card, and follow the
instructions. Telephone voting is available 24 hours a day,
seven days a week, through 6:00 a.m. on May 8,
2008.
|
|
·
|
Vote by
Mail. Please fill out and return the enclosed GOLD Proxy
Card. An envelope with postage paid, if mailed in the United
States, is provided for this
purpose.
|
You may
also vote at the annual meeting in person.
Why have I received more
than one proxy card in the mail?
Because
of the nature of a proxy contest, both Charming Shoppes and the dissident have
distributed their own voting materials to our shareholders. Charming
Shoppes’ proxy card, which is GOLD in color, is for the re-election of three of
Charming Shoppes’ experienced and highly-qualified directors – Dorrit J. Bern,
Alan Rosskamm and M. Jeannine Strandjord.
The
dissident has also mailed a proxy card to our shareholders, which is white in
color, for the election of their candidates.
Also
related to the nature of a proxy contest, it is customary to receive multiple
mailings, both from the Company and the dissident.
Why are the Proxy Cards
different colors?
To assist
in minimizing confusion in this uncommon situation, the Company has chosen to
have its directors represented by the GOLD proxy card. The dissident
has chosen to use a white card.
Do I need to submit both the
GOLD and the other card?
If you
wish to cast your vote for the re-election of our three directors – Dorrit J.
Bern, Alan Rosskamm and M. Jeannine Strandjord – then please complete and submit
your GOLD proxy card (either by telephone, mail or internet). IMPORTANT:
YOUR BOARD URGES YOU NOT TO SUBMIT THE DISSIDENT’S WHITE PROXY CARD, AS THIS
WILL CANCEL YOUR VOTE FOR YOUR COMPANY’S BOARD MEMBERS. WE URGE YOU
TO PLEASE DISCARD THE WHITE CARD ALTOGETHER AND ONLY SUBMIT THE GOLD CARD. IF
YOU HAVE SUBMITTED A WHITE CARD, YOU MAY CHANGE YOUR VOTE BY SUBMITTING A GOLD
CARD OR USING ONE OF THE OTHER VOTING MECHANISMS DESCRIBED.
Charming
Shoppes’ shareholders who have any questions or need assistance voting their
GOLD proxy card should contact MacKenzie Partners, Inc., which is assisting
Charming Shoppes in this matter, toll-free at (800) 322-2885 or charming@mackenziepartners.com.
How do I actually vote the
shares?
If you
are a registered
shareholder (meaning you hold a physical stock certificate for your
Charming Shoppes’ shares), then please vote by any of the below
methods:
By
Telephone:
Please
have your proxy card available when you call the toll-free number 1-888-693-8683
using a touch-tone telephone and follow the simple directions that will be
presented to you.
By
Internet:
Please
have your proxy card available when you access the website, www.cesvote.com, and
follow the simple directions that will be presented to you.
By Mail:
Please
mark, sign and date your proxy card and return it in the postage-paid envelope
provided or return it to:
Corporate
Election Services
P.O. Box
1150
Pittsburgh,
PA 15230
If you
are a beneficial
shareholder (meaning your shares are held by your broker) please follow
the instructions on your GOLD Voter Information Form (VIF). If you
hold your Charming Shoppes shares at more than one broker, expect multiple
mailings and vote each one separately. (Note: the initial mailing for beneficial
shareholders was printed on a white card with the following words:*NOTE* THIS
VIF REPRESENTS THE GOLD PROXY CARD. Subsequent mailings to beneficial
shareholders were made on the GOLD VIF.)
If you
are BOTH a registered and beneficial shareholder (meaning some of your
shares are held with physical certificates, and some of your shares are held by
your broker), then you will need to complete more than one GOLD card if you wish
to vote all of your shares for Charming Shoppes’ Board Members.
Please discard any proxy
materials and proxy cards that you may receive from the
dissident.
I completed and sent in both
the GOLD and the white proxy cards. Which one will
count?
THIS IS A VERY IMPORTANT
QUESTION!!
Only the last card completed
and submitted will be counted per shareholder account. Even if you
have already submitted the dissident white proxy card, your Board urges you to
submit the GOLD Proxy Card for your Board’s highly qualified
nominees.
Even
if you voted “FOR” Dorrit J. Bern, Alan Rosskamm and M. Jeannine Strandjord on
the GOLD card, and then submitted the white card with instructions to “WITHHOLD”
your vote for the dissidents, you will have cancelled your vote for Dorrit J.
Bern, Alan Rosskamm and M. Jeannine Strandjord.
Even
if you have already submitted the dissident’s white proxy card, your board urges
you to submit the GOLD proxy card for your board’s highly-qualified
nominees.
If you
wish to cast your vote for the re-election of our three experienced and
highly-qualified directors – Dorrit J. Bern, Alan Rosskamm and M. Jeannine
Strandjord – then please complete and submit your GOLD proxy card (either by
phone, mail or internet). DO NOT SUBMIT THE DISSIDENT’S WHITE PROXY
CARD, AS THIS WILL CANCEL YOUR VOTE FOR YOUR COMPANY’S BOARD
MEMBERS. WE URGE YOU TO PLEASE DISCARD THE WHITE CARD AND ONLY SUBMIT
THE GOLD CARD. IF YOU HAVE SUBMITTED A WHITE CARD, YOU MAY CHANGE
YOUR VOTE BY SUBMITTING A GOLD CARD OR USING ONE OF THE OTHER VOTING MECHANISMS
DESCRIBED.
What will happen at the
Annual Meeting?
Shareholders
of record (meaning as of March 28, 2008) will be able to attend and vote at the
Annual Meeting. Both Charming Shoppes and the dissident will submit all of the
proxy cards they have received throughout the process to an independent
inspector of elections who will be responsible for counting and certifying the
vote. While there may be some preliminary indication of the outcome of the vote
on the day of the meeting, it generally takes some time thereafter for the vote
in proxy contests to be certified by the independent inspector. Until the vote
is certified, all of the current directors will continue to serve on the
Board.
What will happen to the
stock I hold?
The
outcome of the annual meeting will have no impact on your stock
holdings.
Additional
Information
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 Charming Shoppes’ website http://www.charmingshoppes.com and at the SEC’s website at
http://sec.gov. Copies of the
definitive proxy statement are available for free. 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.