Urges Shareholders to Vote FOR all Pitney Bowes’ Eight Director Nominees as
well as Katie May on the GOLD Proxy
Card
Pitney Bowes (the “Company”) (NYSE:PBI), a global shipping and
mailing company that provides technology, logistics, and financial
services, today announced that two of its recently appointed
independent directors, Steven D. Brill and J. Darrell Thomas,
issued a letter to Pitney Bowes shareholders in connection with the
Company’s 2023 Annual Meeting of Shareholders (the “Annual
Meeting”) to be held on May 9, 2023.
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the full release here:
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Steven D. Brill (Photo: Business
Wire)
The full text of the letter follows:
May 1, 2023
Dear Shareholder,
We wanted to reach out directly to provide some insight into our
experience since recently joining the Board of Directors at Pitney
Bowes. As the newest independent directors on the Board, we felt it
is important to share our perspectives on the state of the Company.
We would also like to discuss the concerted efforts by both our
Board and management team to complete the final stages of the
Company’s strategic transformation and deliver long-term,
sustainable value to you, our shareholders.
As veteran, senior business leaders with decades of relevant
experience – Steve with over 30 years in shipping, logistics, and
e-commerce, and Darrell with vast expertise in finance, treasury,
capital allocation, and risk management – we have seen our fair
share of challenges and business transformations throughout our
careers. Applying that experience to our time on the Pitney Bowes
Board, it is clear to the both of us that our current Board is
comprised of a strong, engaged, independent, and diverse set of
directors. These Board members provide the Company with a balanced
mix of experience, skills, and leadership expertise. Importantly,
we see already how critical it is to have some Board members with
deep institutional knowledge collaborate with the newer members
that bring fresh perspectives. It is clear to us that having board
members with a deep understanding of all aspects of the business
will be critical as we make important strategic decisions going
forward. In short, we are convinced that a range of tenures is
needed for this Board – indeed any board – to operate at peak
effectiveness.
We have been warmly welcomed by the Board and the management
team since joining. We have benefited from the engagement and
historical perspective provided to us by the other directors to
accelerate our understanding of Pitney Bowes’ businesses and are
already working closely with the Board and management on various
important, value-enhancing initiatives.
In the short time since we joined, we have been impressed by the
Board’s independence of thought, open dialogue, and focused pursuit
of value creation for shareholders. This is something we both
observed during the interview process and in our work with other
Board members since joining.
We also think the quality of experiences and depth of knowledge
that Bob Dutkowsky, Anne Busquet, and Linda Sanford bring are
assets to the Board. As each shareholder considers their options,
each should think about Bob Dutkowsky’s ability to apply the
extensive expertise he developed as the Chair and CEO of several
supply chain companies, including one of the world’s largest, to
provide an invaluable perspective on matters related to finance,
management, operations, and risk. Similarly, Anne Busquet’s many
years of experience as a senior public company executive,
especially her expertise in the areas of product management and
marketing provide a valuable perspective in the boardroom. And, as
Pitney Bowes continues through this period of transformation, Linda
Sanford’s deep operational experience in transforming businesses,
including digital transformations, has been, and will continue to
be, valuable. Furthermore, they all bring to the boardroom their
diverse set of experiences on multiple other boards. Outside of
their individual experiences and strengths, we can already see the
value of their individual perspectives on Pitney Bowes and how the
company has reached this point in its transformation and the value
of those views as we make future decisions.
Overall, the Board is comprised of a group of individuals with
impressive backgrounds who maintain a relentless focus on
consistently challenging management and each other both on current
plans and in developing new ideas. Notably, they possess the
humility and intellectual honesty to welcome different views and
change course when required, which is a key element of a
well-functioning Board. In just the short period of time that we
have been on the Board, we have had the opportunity to discuss
important aspects of the Company’s operations and strategy with the
other directors. We are excited and look forward to helping
position Pitney Bowes for long-term success alongside them.
As you know, much of the focus of the ongoing debate with Hestia
Capital has centered on the strategy for the Company’s Global
Ecommerce (GEC) business. Thanks to the Board and management team’s
leadership and steady hand, GEC today is well positioned to take
advantage of growing e-commerce trends and is on the path to
long-term profitability. Now that the build-out of our shipping
network is largely complete, we can begin to reap the benefits of
the Board’s efforts, and bring more volume to more places, faster.
We believe that GEC has the right strategy and the strong potential
to drive long-term value at Pitney Bowes for the benefit of all
shareholders.
We urge you to vote FOR ALL Pitney
Bowes nominees as well as Katie May on the GOLD proxy card.
Thank you for your continued support of Pitney Bowes.
Sincerely,
Steven D. Brill, Independent Director of the Pitney Bowes
Board
J. Darrell Thomas, Independent Director of the Pitney Bowes
Board
Steven D. Brill
Retired from UPS (NYSE:UPS) in 2020, where Mr. Brill last served
as the President Corporate Strategy, working on the long term
direction of the enterprise to drive sustainable profitable growth.
This included developing strategic imperatives as well as organic
and M&A strategies across global markets, business units and
verticals. With over 33 years’ experience in logistics and
eCommerce, Mr. Brill served in a variety of transformational
leadership roles at UPS, including leading the organizational
charge and the first phase of a $4B cost reduction program that
funded the company’s investment in healthcare, ecommerce,
small-to-medium sized businesses, and international expansion.
Prior to this, as the Vice President of Global Retail and B2C
Strategy, he led the organization’s transition to a majority
ecommerce provider and positioned UPS for growth in the rapidly
evolving retail and consumer goods marketplace. Mr. Brill, age 57,
received a Bachelor of Science in Industrial Engineering from
Lehigh University.
J. Darrell Thomas
Retired Vice President and Treasurer for Harley-Davidson, Inc.,
where he first started in June 2010. In this role, Mr. Thomas
spearheaded Harley-Davidson’s disciplined capital allocation
strategy, working closely with the Board of Directors on capital
structure, capital planning, capital raising, and developing
dividend and shareholder return policies. He was also responsible
for leading and participating in key projects and committees
including M&A, pension, finance, credit, commodity, and
disclosure. During his tenure at Harley-Davidson, he also served in
several other senior finance positions, including Interim Chief
Financial Officer for Harley-Davidson and Chief Financial Officer
for Harley-Davidson Financial Services, Inc., including oversight
of Harley-Davidson’s own industrial loan corporation, Eaglemark
Savings Bank. Prior to joining Harley-Davidson, Mr. Thomas was
employed by PepsiCo, Inc., where he served as Vice President and
Assistant Treasurer. Prior to joining PepsiCo, Mr. Thomas had a
19-year career in banking with Commerzbank Securities, Swiss Re New
Markets, ABN Amro Bank, and Citicorp/Citibank where he held various
capital markets and corporate finance roles. Currently, Mr. Thomas
serves on the board of Scotia Holdings, Inc. (since 2022), Dorman
Products (since 2021), and British American Tobacco p.l.c. (since
2020).
WE URGE YOU TO VOTE FOR ALL PITNEY BOWES NOMINEES AND KATIE MAY ON THE
GOLD PROXY CARD TODAY.
All Pitney Bowes shareholders of record as of the close of
business on March 10, 2023, are entitled to vote in connection with
the Annual Meeting. Please vote using one of the following
methods:
Vote Online
Go to the website identified on
the enclosed GOLD proxy card or
voting instruction form.
Vote by Mail
If you received your Annual
Meeting material by mail, you also may choose to grant your proxy
by completing, signing, dating, and returning the enclosed
GOLD proxy card.
For more information about the 2023 Annual Meeting, please
visit: www.VoteforPitneyBowes.com. Shareholders who have any
questions or need assistance voting may contact the Company’s proxy
solicitor, Morrow Sodali LLC, toll-free at 1 (800) 662-5200
About Pitney Bowes
Pitney Bowes (NYSE:PBI) is a global shipping and mailing company
that provides technology, logistics, and financial services to more
than 90 percent of the Fortune 500. Small business, retail,
enterprise, and government clients around the world rely on Pitney
Bowes to remove the complexity of sending mail and parcels. For the
latest news, corporate announcements and financial results visit
https://www.pitneybowes.com/us/newsroom.html. For additional
information visit Pitney Bowes at www.pitneybowes.com.
Forward-Looking Statements
This document contains “forward-looking statements” about the
Company’s expected or potential future business and financial
performance. Forward-looking statements include, but are not
limited to, statements about future revenue and earnings guidance
and future events or conditions. Forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that could cause actual results to differ materially
from those projected. In particular, we continue to navigate the
impacts of the Covid-19 pandemic (Covid-19) as well as the risk of
a global recession, and the effects that they may have on our and
our clients’ business. Other factors which could cause future
financial performance to differ materially from expectations, and
which may also be exacerbated by Covid-19 or the risk of a global
recession or a negative change in the economy, include, without
limitation, declining physical mail volumes; changes in postal
regulations or the operations and financial health of posts in the
U.S. or other major markets or changes to the broader postal or
shipping markets; the loss of, or significant changes to, United
States Postal Service (USPS) commercial programs, or our
contractual relationships with the USPS or USPS’ performance under
those contracts; our ability to continue to grow and manage
volumes, gain additional economies of scale and improve
profitability within our Global Ecommerce segment; changes in labor
and transportation availability and costs; and other factors as
more fully outlined in the Company’s 2022 Form 10-K Annual Report
and other reports filed with the Securities and Exchange Commission
(the “SEC”). Pitney Bowes assumes no obligation to update any
forward-looking statements contained in this document as a result
of new information, events or developments.
Important Additional Information and Where
to Find It
Pitney Bowes has filed a definitive proxy statement (the “Proxy
Statement”) and other documents with the SEC in connection with its
solicitation of proxies from shareholders in respect of the Annual
Meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING PITNEY
BOWES’ PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO
AND THE ACCOMPANYING GOLD PROXY CARD, FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION ABOUT PITNEY BOWES. Shareholders may obtain free copies
of the Proxy Statement and other relevant documents that Pitney
Bowes files with the SEC and on Pitney Bowes’ website at
www.pitneybowes.com or from the SEC’s website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230501005298/en/
Editorial - Bill Hughes Chief Communications Officer
203.351.6785
Financial - Ned Zachar, CFA VP, Investor Relations
203.614.1092
Alex Brown Senior Manager, Investor Relations 203.351.7639
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