The Children's Place Highlights Ezra Dabah's Flip-Flops On Key Proxy Issues
SECAUCUS, N.J.,
To our Stockholders:
In the nearly 22 months since Ezra Dabah resigned as CEO, The
Children's Place has been revitalized under the current Board and
management team and is now positioned as a leading value-oriented
retailer of children's apparel and accessories. We are proud of
the Company's strong operational, financial and stock performance
since Mr. Dabah's unceremonious departure and ask you to elect
highly qualified and independent incumbent directors,
We also want to alert you to flip-flops on central issues in Mr.
Dabah's proxy platform which we believe raise serious questions
about his credibility. He already has two seats on the
nine-member Board (himself and his father-in-law,
While Mr. Dabah insists he is not seeking control, he has
apparently failed to convince stockholders. Accordingly, on
- On
May 15 , when Mr. Dabah filed his preliminary proxy materials with the SEC, he did not file as a group with Mr. Silverstein although he is married to Mr. Silverstein's daughter and he designated Mr. Silverstein to the Board. - On
June 17 , when Mr. Dabah filed his definitive proxy materials with the SEC, he filed as a group with Mr. Silverstein and his three hand-picked nominees - without disclosing anything about Mr. Silverstein leaving the Board or planning to do so. In fact, in his proxy statement, Mr. Dabah acknowledges: "If all the Nominees are elected to the Board, the Nominees, together with Mr. Dabah and Mr. Silverstein, will constitute a majority of the Board." - On
July 7 , Mr. Dabah filed an investor presentation with the SEC which says for the first time (slide 41) that Mr. Silverstein will not stand for re-election when his term expires in 2010 if Mr. Dabah's nominees are elected. - On
July 13 , Mr. Dabah filed a revised investor presentation with the SEC promising that Mr. Silverstein will resign immediately if Mr. Dabah's nominees are elected.
This is a remarkable series of flip-flops on crucial governance issues. Let there be no doubt about it, there is no guarantee that Mr. Silverstein will resign if Mr. Dabah's nominees are elected. Given Mr. Dabah's frequent changes to his proxy platform, we urge stockholders not to rely on his representations.
Let us suspend disbelief and take Mr. Dabah at his latest word: If his three nominees are elected and Mr. Silverstein actually resigns, the Company would be left with an eight-member Board -- four of whom would have been designated by Mr. Dabah, giving him vastly disproportionate representation on the board.
The fact remains that Mr. Dabah already has two seats on the Company's Board. If Mr. Dabah wins even one more seat, this would give him Board representation far exceeding his ownership interest.
We urge you to NOT return any gold proxy card you may receive from Mr. Dabah. Do NOT authorize a proxy to vote your shares for Mr. Dabah's nominees. If you have already returned a gold proxy card to Mr. Dabah or otherwise authorized a proxy to vote your shares for his nominees, it is not too late to change your vote. Only your latest dated proxy will be counted.
The Children's Place has sent stockholders WHITE proxy cards
which should be returned to vote FOR the Company's three director
nominees. To vote FOR these nominees, stockholders should sign,
date and return the WHITE proxy card as soon as it is received.
Every stockholder's vote is important, regardless of how many shares you own. To ensure your vote is counted, vote by telephone or Internet now or mail in your vote today on the WHITE proxy card.
Thank you for your continued support.
Very truly yours,
Charles Crovitz
Interim Chief Executive Officer
and Member of the Board of Directors
About The
The
Forward-Looking Statements
This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Company's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties are described in the Company's filings with the
Important Information
The Company filed a definitive proxy statement and other relevant documents concerning the 2009 Annual Meeting of Stockholders with the
The Company, its directors, some of its executive officers and certain other of its employees are participants in the solicitation of proxies in respect of the matters to be considered at the 2009 Annual Meeting of Stockholders. Information about the participants is set forth in the definitive proxy statement. Information about the participants' direct or indirect interests in the matters to be considered at the Annual Meeting is also contained in the proxy statement referred to above.
CONTACT: The
Investors
(201) 453-6955
Media:
George Sard
(212) 687-8080