- Current report filing (8-K)
May 12 2011 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities
Exchange Act of 1934
May 12, 2011 (May 9, 2011)
Date of Report (Date of earliest event reported)
Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-3579
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06-0495050
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices)
(203) 356-5000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
As set forth
in Item 5.07 below, at the Annual Meeting of Stockholders held on May 9,
2011 at the Pitney Bowes Inc. (the Company) World Headquarters in
Stamford, Connecticut (the Annual Meeting) the Companys stockholders
approved certain amendments to the Restated Certificate of Incorporation of Pitney
Bowes Inc. (the Certificate) and to the Pitney Bowes Inc. Amended
and Restated By-laws (the By-laws) to remove the supermajority voting
requirements for the following actions (i) removing any director from office;
(ii) certain business combinations; (iii) amending certain provisions of the
Certificate; and (iv) amending certain provisions of the By-laws. The Certificate
of Amendment to the Restated Certificate of Incorporation of Pitney Bowes Inc.
(the Certificate of Amendment) was filed with the Secretary of State
of the State of Delaware on May 9, 2011 and became effective upon filing.
Additionally,
on May 9, 2011, subsequent to the Annual Meeting, the Companys Board of
Directors approved the elimination of the provisions of the Certificate
relating to the Series A Junior Participating Preference Stock since no such
shares were outstanding and the Company has no plans to issue any such shares.
The Certificate of Elimination of the Series A Junior Participating Preference
Stock of Pitney Bowes Inc.
(the Certificate of Elimination) was filed with the Secretary of
State of the State of Delaware on May 9, 2011 and became effective upon filing.
After approving the elimination of the Series A Junior Participating Preference
Stock, the Companys Board of Directors approved (i) the restatement of
the Certificate
(the Restated Certificate), subject to and conditioned
upon the filing of the Certificate of Amendment and the Certificate of Elimination,
and (ii) the amendment and restatement of the By-laws
(the Amended and Restated By-Laws), subject to and conditioned upon
the effectiveness of the Restated Certificate in each case to integrate the prior
amendments and eliminations to each respective document. The Amended and
Restated By-Laws became effective on May 10, 2011.
The
description above is qualified in its entirety by the Certificate of Amendment,
the Certificate of Elimination, the Restated Certificate and the Amended
and Restated By-Laws, copies of which are attached hereto as Exhibits (3)(a),
(b), (c) and (d) respectively, and are incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of
Security Holders.
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(a)
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The
Companys Annual Meeting was held on May 9, 2011.
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(b)
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Each of the
matters submitted to the stockholders was approved by the requisite voting
power required for approval of the respective proposal. The results of the
voting on the matters submitted to the stockholders were as follows:
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Proposal 1
Election of Directors
The
individuals listed below were elected to serve as directors of the Company for
a one year term expiring at the 2012 Annual Meeting of Stockholders and until
his successor is elected and has qualified, or until such directors
death, resignation or removal. The voting results were as follows:
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Director Nominee
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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Rodney
C. Adkins
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133,615,044
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11,798,957
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320,389
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27,539,647
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Murray D. Martin
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139,622,403
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5,786,171
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325,816
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27,539,647
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Michael I. Roth
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131,287,180
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14,124,885
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322,325
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27,539,647
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Robert E. Weissman
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131,494,640
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13,919,074
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320,676
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27,539,647
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Proposal 2
Ratification of the Audit Committees Appointment of the Independent
Accountants for 2011
The
appointment of PricewaterhouseCoopers LLP to serve as the Companys independent
registered public accounting firm for 2011 was ratified. The voting results
were as follows:
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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169,949,557
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2,843,499
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480,981
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0
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Proposal 3
Amendments to the Restated Certificate of Incorporation and Amended and
Restated By-laws to Remove Certain Supermajority Vote Requirements.
The amendments
to the Restated Certificate of Incorporation and the Pitney Bowes Inc. Amended
and Restated By-laws to remove the supermajority vote requirements for certain
actions listed below were approved. The voting results were as follows:
Proposal
3(a): Removing any director from office
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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170,935,084
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1,489,603
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849,350
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0
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Proposal
3(b): Certain business combinations
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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170,526,504
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1,808,977
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938,556
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0
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Proposal
3(c): Amending certain provisions of the Certificate
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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170,421,001
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1,868,855
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984,181
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0
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Proposal
3(d): Amending certain provisions of the By-laws
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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170,393,873
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1,929,548
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950,616
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0
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Proposal 4
Advisory Vote on Executive Compensation
The advisory
vote on executive compensation was approved. The voting results were as
follows:
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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121,714,497
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23,306,963
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712,930
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27,539,647
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Proposal 5
Advisory Vote on the Frequency of Future Advisory Votes on Executive
Compensation
Stockholders
voted on an advisory basis to conduct future advisory votes on executive
compensation every one year. The voting results were as follows:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Vote
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128,303,836
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614,144
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16,018,505
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797,905
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27,539,647
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Proposal 6
Approval of the Material Terms of the Performance Goals Pursuant to Internal
Revenue Code Section 162(m) for Certain Incentive Plans
The material
terms of the performance goals pursuant to Internal Revenue Code Section
162(m) for the following incentive plans were approved. The voting results were
as follows:
Proposal
6(a): Pitney Bowes Inc. Key Employees Incentive Plan
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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140,678,022
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4,380,741
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675,627
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27,539,647
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Proposal 3(b):
Pitney Bowes Inc. 2007 Stock Plan
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Vote For
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Vote Against
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Abstain
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Broker Non-Vote
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138,882,433
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6,102,132
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749,825
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27,539,647
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(d)
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A majority of the votes cast by the stockholders voted, on an
advisory basis, to conduct future advisory votes to approve executive compensation
every year consistent with the previously approved recommendation
of the Companys
Board of Directors to its stockholders. Accordingly, the Company has adopted
a policy to conduct an advisory vote on executive compensation
every year until the next advisory vote on the frequency of advisory votes
on executive compensation, which is expected to occur no later than our Annual
Meeting of Stockholders in 2017.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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(3)(a)
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Certificate
of Amendment to the Restated Certificate of Incorporation of Pitney Bowes
Inc.
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(b)
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Certificate
of Elimination of the Series A Junior Participating Preference Stock of
Pitney Bowes Inc.
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(c)
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Restated
Certificate of Incorporation of Pitney Bowes Inc.
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(d)
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Pitney Bowes
Inc. Amended and Restated By-laws (effective as of May 10, 2011)
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Pitney Bowes
Inc.
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May 12,
2011
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/s/ Amy Corn
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Amy Corn
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Vice
President, Secretary and Chief
Governance Officer
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