Proxy Fight againt

Despite last-ditch efforts to avoid a proxy fight, Charming Shoppes Inc. and a dissident group of investors appeared headed for a showdown over control of the board of directors at the retailer's annual shareholders meeting on Thursday.

The shareholders group, which includes hedge funds Crescendo Partners II and III and Myca Partners Inc., has been unhappy about the retailer's slumping stock. The group has criticized the way executives have managed the company and has taken issue with CEO Dorrit Bern's compensation package.

In a nasty fight that has included the unusual step of a company suing its shareholders, the two sides this week accused each other of inflexibility.

Charming Shoppes said late Monday that the shareholders group had rejected its offer to avoid a proxy contest. Under the proposal, the retailer would appoint one of the group's representatives to its board and also add two other industry veterans of its own choosing.

On Tuesday, the shareholders group accused the retailer of "mischaracterization" of settlement talks. The group said it had countered with a "good faith" offer for two of its representatives to join the board, but the retailer ignored the offer and left it out of the company's announcement.

Such an action "calls into question whether Charming Shoppes ever had a genuine interest in settling this matter," Eric Rosenfeld, chief executive of Crescendo Partners, said in a statement.

The retailer declined to comment beyond its Monday announcement.

Rosenfeld also criticized the retailer's last-minute corporate governance changes, saying that "while corporate governance is important, operational performance is paramount."

The group, which collectively own 9.3 million shares or 7.9 percent of the company, also questioned why the retailer's proposal to end its classified board structure would not take place immediately but in a year. The current setup, in which only a few directors are up for election each year, makes it tougher for outsiders to oust the entire board.

"This board is only willing to do the bare minimum it takes to sway shareholders' votes at the last minute," Rosenfeld said.

The retailer also said it will let its "poison pill" plan expire. Under the plan, a hostile offer leads to a flooding of shares in the market, making it harder to accumulate a controlling interest. Charming Shoppes will also strip Bern of the title of chairman and appoint a non-executive director to the post, leaving Bern president and CEO.