Additional Proxy Soliciting Materials (definitive) (defa14a)
April 05 2013 - 2:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant
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Filed by Party other than Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
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Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Materials Pursuant to §240.14a-12
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Pitney
Bowes Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
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(Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid: [inert]
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Filing Party:
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Dear Stockholders:
Eduardo
Menascé, chairman of the Pitney Bowes Inc. Executive Compensation
Committee participated in a “Proxy
Chat” with Glass, Lewis & Co., LLC on Thursday, April
4, 2013, to discuss how our executive compensation program is designed
and the key changes made to the program over the past year. Mr. Menascé was
joined by Johnna Torsone, Executive Vice President and Chief Human Resources
Officer, and Andrew Gold, Vice President, Global Rewards. Mr. Menascé also
discussed the 2013 annual incentive, noting that all of the objectives
will be based on the achievement of financial metrics. There will be
no strategic objectives. The metrics for the 2013 annual incentive financial
objectives will be Revenue Growth, Adjusted Free Cash Flow and Adjusted
Earnings Before Interest and Taxes. The annual incentive is subject to
a modifier of 0 to 10% for the achievement of certain client and employee
objectives.
The slides used for the Proxy Chat follow. We urge
you to read our entire proxy statement, filed with the Securities and Exchange Commission on March 25, 2013, including the Compensation Discussion and Analysis included therein.
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