DESCRIPTION OF COMMON STOCK
The following summary description sets forth some of the general terms and provisions of our common stock. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of our common stock, you should refer to the provisions of our restated certificate of incorporation and our by-laws, as amended and restated, each of which is an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2019. For more information as to how you can obtain a current copy of our restated certificate of incorporation, see Where You Can Find More Information. Except where the context requires otherwise, in this Description of Common Stock and Preference Stock, the term the Company refers to Pitney Bowes Inc., a Delaware corporation, and does not include its subsidiaries.
Under the restated certificate of incorporation, the Company is authorized to issue up to 480,000,000 shares of common stock with a par value of $1.00 per share, 600,000 shares of cumulative preferred stock with a par value of $50.00 per share and 5,000,000 shares of preference stock without a par value.
General
The shares of common stock currently outstanding are fully paid and nonassessable. As of January 31, 2020, there were 171,147,940 shares of common stock outstanding and no shares of preferred stock or preference stock outstanding. The Board of Directors has the authority to make, alter, amend or repeal the by-laws, subject to certain limitations set forth in the restated certificate of incorporation and the by-laws.
No Preemptive, Redemption or Conversion Rights
Our common stock is not redeemable, is not subject to sinking fund provisions, does not have any conversion rights and is not subject to call. Holders of shares of our common stock have no preemptive rights to maintain their percentage of ownership in future offerings or sales of stock of the Company.
Voting Rights
Holders of shares of our common stock have one vote per share in all elections of directors and on all other matters submitted to a vote of stockholders of the Company. Holders of shares of our common stock do not have cumulative voting rights.
Board of Directors
Our Board of Directors is not classified. Our by-laws establish that the size of the whole Board of Directors shall be not less than 3, with the exact number of directors to be fixed from time to time by a duly adopted resolution of the Board of Directors.
No Action by Stockholder Consent
The restated certificate of incorporation prohibits action that is required or permitted to be taken at any annual or special meeting of stockholders of the Company from being taken by the written consent of stockholders without a meeting.
Power to Call Special Stockholder Meeting
Under Delaware law, a special meeting of stockholders may be called by our Board of Directors or by any other person authorized to do so in the restated certificate of incorporation or by-laws. Pursuant to our by-laws, special meetings of the stockholders may be called, for any purpose or purposes, only by the Board of Directors at any time pursuant to a resolution approved by the majority of the Board of Directors.
Advance Notice Requirements
Our by-laws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or other business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals of these kinds must be timely given in writing to the Secretary of the Company before the meeting at which the action is to be taken. Generally, to be timely, notice of stockholder proposals generally must be delivered no later than the 90th and no earlier than the 120th day before the first anniversary of the preceding years annual meeting. However, in the event that the