UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 2)
 
Filed by the Registrant x
 
Filed by a Party other than the Registrant o
 
Check the appropriate box:
 
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Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
   
CPI CORP.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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No fee required.
 
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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):
 
 
 
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Total fee paid:
 
 
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Fee paid previously with preliminary materials.
 
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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.
 
 
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The following was provided to Risk Metrics as supplemental information to the investor presentation filed with the SEC on June 24, 2009:
 
CHAIRMAN RESTRICTED STOCK GRANTS FOR FISCAL YEARS 2006, 2007 AND 2008 (NO STOCK HAS BEEN SOLD)

Grant Date
Vest Date
Description of Stock Award
 
Shares
 Issued
   
Value at Measurement Date
   
Value at
Grant Date
   
Value at Vesting
   
Value at 12/31/08
   
Value at 6/23/09
 
4/11/2007
2/1/2008
2006 Compensation
    9,239     $ 500,000     $ 501,955     $ 188,476     $ 32,337     $ 163,992  
8/24/2007
2/2/2008
PCA Transaction (Special Award)
    19,014     $ 870,081     $ 870,081     $ 387,886     $ 66,549     $ 337,499  
5/29/2008
2/7/2009
2007 Compensation
    14,706     $ 300,000     $ 331,767     $ 105,001     $ 51,471     $ 261,032  
11/12/2008
2/7/2009
2008 Compensation (Base)
    20,921     $ 200,000     $ 200,000     $ 187,255     $ 73,224     $ 371,348  
4/27/2009
2/6/2010
2008 Compensation (Incentive)
    8,296     $ 59,233     $ 81,964     $ 81,964     $ 29,036     $ 147,254  
                                                     
   
  Totals
    72,176     $ 1,929,315     $ 1,985,768     $ 950,581     $ 252,616     $ 1,281,124  
                                                     
Measurement Date represents the period for the fiscal year in which the services were performed.  For example, the number of shares awarded for 2007 Compensation ($300,000) was determined by dividing $300,000 by the closing price at the end of fiscal year 2007 ($22.88).  Similarily, 2006 Compensation and 2008 Incentive Compensation were valued on the basis of the closing price of the common stock at the end of fiscal years 2006 and 2008, respectively.  The special awards for the PCA Transaction (which closed on June 7, 2007) and the 2008 Compensation were all determined on the basis of the fair market value of the Company's common stock as of the date of the award.
 
Chairman also received standard annual board retainer and meeting fees paid to other directors.
 
Important Information
CPI Corp. has filed a definitive Proxy Statement with the Securities and Exchange Commission (“SEC”) and has furnished to its stockholders a Proxy Statement in connection with the solicitation of proxies for the 2009 Annual Meeting of Stockholders. The Company advises its stockholders to read the Proxy Statement relating to the 2009 Annual Meeting because it contains important information. Stockholders may obtain a free copy of the Proxy Statement and other documents that CPI files with the SEC at the SEC’s website at www.sec.gov. The Proxy Statement and these other documents may also be obtained for free from CPI by directing a request to CPI Corp., 1706 Washington Avenue, St. Louis, Missouri 63103-1717, Attn: Corporate Secretary, calling (314) 231-1575, or by contacting MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at proxy@mackenziepartners.com.
 
Certain Information Concerning Participants
CPI Corp. and its directors and executive officers (other than Peter Feld) may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company’s 2009 Annual Meeting. Information concerning persons who may be considered participants in the solicitation of the Company’s stockholders under the rules of the SEC is set forth in public filings by the Company with the SEC, including the proxy statement relating to the 2009 Annual Meeting of Stockholders.
 
Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. The Company identifies forward-looking statements by using words such as “preliminary,” “plan,” “expect,” “looking ahead,” “anticipate,” “estimate,” “believe,” “should,” “intend” and other similar expressions. Management wishes to caution the reader that these forward-looking statements, such as the Company’s outlook for portrait studios, net income, future cash requirements, cost savings, compliance with debt covenants, valuation allowances, reserves for charges and impairments and capital expenditures, are only predictions or expectations; actual events or results may differ materially as a result of risks facing the Company. Such risks include, but are not limited to: the Company’s dependence on Sears and Walmart, the approval of the Company’s business practices and operations by Sears and Walmart, the termination, breach, limitation or increase of the Company’s expenses by Sears under the license agreements, or Walmart under the lease and license agreements, customer demand for the Company’s products and services, the economic recession and resulting decrease in consumer spending, compliance with the NYSE listing requirements, manufacturing interruptions, dependence on certain suppliers, competition, dependence on key personnel, fluctuations in operating results, a significant increase in piracy of the Company’s photographs, widespread equipment failure, compliance with debt covenants, high level of indebtedness, implementation of marketing and operating strategies, outcome of litigation and other claims, impact of declines in global equity markets to pension plans and impact of foreign currency translation. The risks described above do not include events that the Company does not currently anticipate or that it currently deems immaterial, which may also affect its results of operations and financial condition. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
About CPI Corp.
CPI Corp. has been dedicated to helping families conveniently create cherished photography portrait keepsakes that capture a lifetime of memories for more than 60 years. CPI Corp. provides portrait photography services in approximately 3,000 locations, principally in Sears and Walmart stores. As the first in the category to convert to a fully digital format, CPI Corp. studios offer unique posing options, creative photography selections, a wide variety of sizes and an unparalleled assortment of enhancements to customize each portrait - all for an affordable price. CPI Corp. is based in St. Louis and traded on the New York Stock Exchange (ticker: CPY).
 
Contact:
Matthew Sherman / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
 
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