Pitney Bowes Board Commits to Key Governance Enhancements
04 Maio 2023 - 9:45AM
Business Wire
Will Submit a Proposal to Allow Shareholders to
Call Special Meetings
Will Adopt Proxy Access Bylaws
Pitney Bowes (the “Company”) (NYSE:PBI), a global shipping and
mailing company that provides technology, logistics, and financial
services, today announced that its Board of Directors has approved
two key governance enhancements. These changes reflect the
Company’s ongoing commitment to best corporate governance
practices.
The Board will submit a proposal at the 2024 annual meeting of
shareholders to amend the Company’s certificate of incorporation to
give shareholders the right to call special meetings of
shareholders. If the proposal is approved, shareholders holding at
least 25% of the outstanding shares of Company common stock may
call a special meeting, provided that shareholders comply with
customary procedures and requirements.
The Board has also approved the adoption of proxy access bylaws,
which will allow shareholders to include their own director
nominees in the Company’s proxy materials for its annual meetings.
The proxy access bylaws will give a shareholder, or group of up to
20 shareholders, who own at least 3% of the Company’s outstanding
shares of common stock continuously for three years the right to
nominate the greater of two candidates or 20% of the Board for
inclusion in the Company’s proxy materials, provided that
shareholders comply with customary procedures and requirements.
These bylaws will be adopted following the conclusion of the 2023
annual meeting of shareholders.
Bob Dutkowsky, Chair of the Board of Pitney Bowes, said “We
believe that these changes are in the best interests of all
shareholders and represent best practice in regards to corporate
governance. They offer more avenues for our shareholders to
directly opine on Board composition and hold us accountable. We
continue to engage as always with our shareholders to understand
their points of view.”
The Board continues to believe that its eight director nominees
and Hestia nominee Katie May are the right Board to lead the
Company forward and to drive Pitney Bowes’ strategic transformation
and create sustainable value for shareholders.
VOTE THE GOLD
PROXY CARD TODAY FOR ALL PITNEY BOWES’ RECOMMENDED DIRECTOR
NOMINEES
The Board urges all shareholders to vote “FOR” all the nominees
recommended by the Pitney Bowes Board (all eight Company nominees
and the recommended Hestia nominee, 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/20230504005621/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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