Two Leading Proxy Advisory Firms Recommend Shareholders Vote for Wynnefield Nominees on ``Gold'' Proxy Card
August 02 2007 - 9:18AM
Business Wire
The Wynnefield Group, a 15% owner and largest stockholder in Crown
Crafts Inc. (NASDAQ: CRWS), announced today that both Institutional
Shareholder Services Inc. (ISS) � the world�s largest proxy
advisory and corporate governance advisory firm � and leading proxy
advisor Proxy Governance Inc. recommended that Crown Crafts
shareholders vote Wynnefield�s GOLD proxy card. ISS recommended
that stockholders vote for Wynnefield nominee Frederick Wasserman
and withhold a vote on Wynnefield�s other director-nominee, Nelson
Obus. PROXY Governance recommended stockholders support both
Wynnefield nominees. In making its analysis, ISS concluded: �Given
that the board and CEO have tenure of 6 years (the length of this
restructuring process), and given the significant valuation and
performance gap versus comparables, we believe the inclusion of one
dissident nominee at the board would add value to deliberations on
strategic alternatives, while not being disruptive to the board
functioning. As such, we recommend shareholders support dissident
nominee Frederick G. Wasserman.� In addition, PROXY Governance
wrote: �PROXY Governance believes that the company is at a
crossroads in its development, and we share the dissident�s
concerns regarding the ability and willingness of the board to
undertake a comprehensive review of the company�s strategic
options. Furthermore, in view of the fact that the current board
was formed in connection with the company�s 2001 financial
restructuring and in consultation with the company�s lenders, and
that the company has changed substantially since that time, we
believe that it would be appropriate to bring on new board members
to reflect the company�s current position. We believe that
Wynnefield�s nominees will bring diversity and fresh thinking to
the board and, as such, we support their election� (emphasis
added). In a statement, the Wynnefield Group said, �We are pleased
that these two prestigious advisory groups have seen the merits of
our campaign, and we reaffirm our commitment to work constructively
with the Crown Crafts Board to create shareholder value if our
nominees are elected. As the largest stockholder in Crown Crafts
and a long-term investor in the Company, we at Wynnefield believe
that the Company has enormous potential, and we intend to do all
that we can to realize this potential on behalf of all
shareholders.� A third proxy advisory firm � Glass, Lewis & Co.
� did not endorse the Wynnefield slate, but in its analysis agreed
with several of Wynnefield�s concerns about the incumbent
management and Board. For example, Glass, Lewis agreed that, �the
Company�s net sales have been sluggish� and noted that it agreed
with several of Wynnefield�s �concerns regarding the Company�s
corporate governance practices.� Specifically, Glass, Lewis noted
that: Crown Crafts does not have an independent lead or presiding
director; that director Steven Fox�s dual role as the Company�s
outside counsel and as a member of the Board�s Compensation
Committee is a relationship �potentially creating conflicts�; and
�that the audit committee has only met three times during the last
fiscal year.� Glass, Lewis also noted that the Wynnefield nominees
�possess significant financial experience.� The Wynnefield Group
urges all Crown Crafts stockholders to follow the recommendations
of the ISS and PROXY Governance proxy advisory firms and vote the
GOLD proxy card. IF STOCKHOLDERS HAVE ALREADY VOTED THE WHITE PROXY
CARD AND WISH TO CHANGE THEIR VOTE, THEY HAVE EVERY LEGAL RIGHT TO
DO SO. ONLY THE LATEST VOTE FROM A STOCKHOLDER WILL COUNT. Any
stockholders with questions or requiring assistance in voting their
GOLD proxy card should please call MacKenzie Partners at (800)
322-2885. The Annual Meeting of Crown Crafts Stockholders will be
held on August 14, 2007 at 10:00 a.m. Central Daylight Time at the
Company�s executive offices, located at 916 South Burnside Avenue,
Third Floor, Gonzales, Louisiana 70737. Permission to use
quotations from the ISS, PROXY Governance and Glass, Lewis reports
in this press release was neither sought nor obtained. ADDITIONAL
INFORMATION: Shareholders are advised to read the Wynnefield
Group's definitive proxy statement, which contains important
information. Shareholders may obtain a free copy of the proxy
statement and other documents filed by the Wynnefield Group with
the SEC at the SEC�s Internet website at www.sec.gov. The proxy
statement, a proxy card, and other documents may also be obtained
free of charge from the Wynnefield Group's proxy solicitor or from
the Wynnefield Group by request to: Lawrence E. Dennedy orDaniel M.
SullivanMacKenzie Partners, Inc.105 Madison AvenueNew York, NY
10016Phone: (800) 322-2885 Nelson ObusThe Wynnefield Group450
Seventh Avenue, Suite 509Phone: (212) 760-0134 If you have lost
your proxy card from the Wynnefield Group, or did not receive one,
you may obtain another proxy statement and card by contacting
MacKenzie Partners, Inc. or The Wynnefield Group at the phone
numbers listed above. ABOUT THE WYNNEFIELD GROUP: The Wynnefield
Group is Crown Crafts� largest shareholder, holding 14.6% of the
company�s outstanding common stock. Wynnefield is a long-term
investor in Crown Crafts, having first invested in the company
about eight years ago. The Wynnefield Group includes several
affiliates of Wynnefield Capital, Inc. (WCI), a value investor
specializing in U.S. small cap situations that have company- or
industry-specific catalysts. WCI was established in 1992. Its
founding partners, Nelson Obus and Joshua Landes, held senior
research and institutional equity positions at Lazard Freres &
Co. during the 1980s, and the initial Wynnefield investors included
many of their colleagues at Lazard. The fund has grown to
approximately $450 million under management. Nelson Obus currently
serves on the board of directors of Layne Christensen Company
(NASDAQ: LAYN), serving on its audit committee and compensation
committee.
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