Crown Crafts alters board in compromise with Wynnefield
July 3, 2008-- Home Textiles Today,
Gonzales, La. – Infant and juvenile products supplier Crown Crafts Inc. reached an agreement with dissident shareholders led by Wynnefield Partners Small Cap Value that alters the makeup of the board of directors in exchange for Wynnefield refraining from proxy battles through 2009.
Joseph Kling, designated by Wynnefield, is appointed to the Crown Crafts board of directors, effective immediately. He steps in as the company learned that seven-year director James Verbrugge will not stand for re-election at the annual meeting (set for Aug. 12).
Kling, a consultant to the toy, infant and juvenile industries, served a long stint on the board of gift supplier Russ Berrie and Co., and was ceo of toymaker View-Master-Ideal from 1985 to 1989. He will stand for re-election at the Aug. 12 shareholders meeting.
Wynnefield has specifically agreed not to solicit proxies in connection with the Crown Crafts 2008 and 2009 annual meetings; to vote all its shares in support of the board’s director nominees and to vote its shares in the same proportion as the votes cast by stockholders not affiliated with the company with respect to all other matters at such meetings, the companies said.
Further, Wynnefield is permitted to acquire, in the aggregate, up to 20% of the outstanding shares of the capital stock of Crown Crafts between July 1, 2008 and the earlier of August 31, 2009 and the date immediately following the date of the company’s 2009 annual meeting. Wynnefield currently owns some 15.6% of the Series A common stock.