Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 8 2009, CPI Corp. issued a press release announcing that, based on a preliminary vote count, CPI stockholders voted to elect all six of the board's nominees -- James Abel, Paul Finkelstein, Michael Glazer, Michael Koeneke, David Meyer and Turner White -- at CPI's 2009 Annual Meeting of Stockholders held today. The preliminary vote count confirms that the nominees of Ramius Group, a dissident stockholder, were defeated by a clear margin.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

99.1 Press Release issued July 8, 2009, announcing that, based on a preliminary vote count, CPI stockholders voted to elect all six of the board's nominees -- James Abel, Paul Finkelstein, Michael Glazer, Michael Koeneke, David Meyer and Turner White -- at CPI's 2009 Annual Meeting of Stockholders held today.