Yahoo! Finance Search - Finance Home - Yahoo! - Help
EDGAR
Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
CHRS > SEC Filings for CHRS > Form 8-K on 9-May-2008All Recent SEC Filings

Show all filings for CHARMING SHOPPES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHARMING SHOPPES INC


9-May-2008

Entry into a Material Definitive Agreement, Financial Statements and Exhibit


Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2008, Charming Shoppes, Inc. (the "Company") and The Charming Shoppes Full Value Committee (the "Committee") entered into an agreement (the "Agreement") to resolve the proxy contest related to the Company's 2008 Annual Meeting of Shareholders (the "Annual Meeting"). Under the terms of the Agreement, the Company agreed to nominate to its Board of Directors for election at the Annual Meeting: two of management's nominees, Dorrit J. Bern, the Company's Chairman, President and Chief Executive Officer, and Alan Rosskamm; two of the Committee's nominees, Arnaud Ajdler and Michael C. Appel; and two experienced retail executives, Richard W. Bennet III, former Vice Chairman of The May Department Stores Company, and Michael Goldstein, former Chairman and Chief Executive Officer of Toys "R" Us, Inc. The Company also agreed to submit, recommend and actively solicit proxies in favor of a resolution for approval by its shareholders at the annual meeting to declassify the Company's Board of Directors. The Company also agreed to expand the size of the Board of Directors to eleven directors, ten of whom will be independent. By the terms of the Agreement, the Committee agreed to irrevocably withdraw its prior nominees and to terminate the proxy contest with respect to the election of directors at the annual meeting. Also, the Company agreed that a Committee nominee would be named to each committee of the Board of Directors at the first meeting of the Board of Directors following the Annual Meeting.

In addition, the Company agreed to reimburse the Committee for actual out of pocket expenses up to a maximum of $1,000,000 incurred in the proxy contest. The Committee and Company further agreed to the voluntary dismissal of the litigation pending in the United States District Court for the Eastern District of Pennsylvania entitled Charming Shoppes v. Crescendo Partners II, L.P., et al. and to provide mutual releases.

As a result of the Agreement, the Company adjourned its Annual Meeting until Thursday, June 26, 2008 at 10:00 a.m. (Eastern Time) to be held at the Company's headquarters located at 450 Winks Lane, Bensalem, Pennsylvania. The Company intends to promptly revise its definitive proxy materials and resubmit them to the Securities and Exchange Commission ("SEC"). Following the SEC's review, the Company will mail the revised definitive proxy materials to all shareholders. Shareholders of record as of March 28, 2008 will continue to be entitled to vote at and attend the Annual Meeting.

A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01. Financial Statements Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Settlement Agreement by and between Charming Shoppes, Inc. and The Charming Shoppes Full Value Committee dated as of May 8, 2008.


  Add CHRS to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for CHRS - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2008 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.