Highlights Well-Rounded Slate’s Capital
Allocation Acumen, Corporate Governance Experience, Relevant Sector
Backgrounds, Transaction Expertise and Sorely Needed Ownership
Perspectives
Reiterates Its View That Stockholders
Deserve New Leadership Following Years of Value Destruction Under
Chair Michael Roth (26+ Years of Board Service) and CEO Marc
Lautenbach (10+ Years of CEO and Board Service)
Urges the Board to Avoid Initiating a
Reactionary Director Refreshment or Employing Entrenchment
Maneuvers to Insulate Messrs. Roth and Lautenbach
Hestia Capital Management, LLC (collectively with its
affiliates, “Hestia” or “we”), which is the third largest
stockholder of Pitney Bowes, Inc. (NYSE: PBI) (“Pitney Bowes” or
the “Company”) and has a beneficial ownership position of
approximately 7.2% of the Company's outstanding shares, today
announced that it has nominated seven highly qualified and
independent candidates for election to the Company’s nine-member
Board of Directors (the “Board”) at the Company’s 2023 Annual
Meeting of Stockholders (the “Annual Meeting”). In addition, Hestia
released a presentation (downloadable here) that details a sampling
of current leadership’s failings that have led to significant
stockholder value destruction.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230123005245/en/
Kurt Wolf, Founder and Chief Investment Officer of Hestia,
commented:
“Hestia has purposefully recruited a well-rounded slate of
director candidates that possesses capital allocation acumen,
corporate governance expertise, relevant sector backgrounds,
operating and transaction experience and ownership perspectives –
all of which are needed at Pitney Bowes. Our slate also has deep
knowledge of the Company’s balance sheet, business segments, market
opportunities and secular headwinds. As a result of their
experience and insight, our candidates have already been able to
identify steps for turning around the Company and quickly repairing
its severely damaged credit rating. We look forward to announcing
an interim Chief Executive Officer candidate, issuing a 100-day
transition plan and sharing a detailed value creation strategy
prior to the upcoming Annual Meeting.
We recognize that seeking a change in control of the Board
requires a compelling justification. Unfortunately for
stockholders, that justification lies in the fact that the Board
has failed to address a decade of dismal returns, driven by
misguided strategy, failed execution and missed opportunities. As
we detail in our accompanying presentation, the long tenures of
Chairman Michael Roth and Chief Executive Officer Marc Lautenbach
have been defined by poor capital allocation and acquisitions that
we believe Mr. Lautenbach has completely mismanaged. The
combination of a poor strategy and failed execution has led to a
significant decline in the Company’s stock price and a continual
decline in its credit ratings. Notably, an investor would have been
6.8x better off had they invested in the S&P 500, rather than
in Pitney Bowes during Mr. Lautenbach’s tenure. This number
increases to a staggering 21.6x during Mr. Roth’s tenure. This
number ranges from 1.7x to 23x for the other seven directors.1 This
record of failure is all the more egregious considering Pitney
Bowes’ incredibly attractive competitive position and high value
products and services.
Looking ahead, Pitney Bowes should not initiate an insular and
reactionary Board refresh or employ scorched earth tactics to try
to deprive stockholders of their right to vote for new leaders at
the Annual Meeting. In addition to our valid concerns about
management, we believe stockholders are poorly served by the
Board’s numerous interlocks to The Interpublic Group of Companies,
Inc. (which Mr. Roth led for years), stale composition and
insufficient sector expertise. If the Board were to take note that
the Company’s stock price is up more than 20% since our investment
was publicly disclosed and roughly 13% since the day we announced
our intent to nominate a majority slate of director candidates, it
should realize that stockholders strongly support Hestia’s efforts.
We intend to do everything in our power to continue advancing
stockholders’ best interests, regardless of the resources and time
required to do so.”
THE HESTIA
SLATE
Hestia has nominated seven candidates in order to enable two
incumbents to continue to serve for continuity purposes. The Hestia
slate includes the below listed individuals.
Candidate
Key Experience
Bio
Milena Alberti-Perez
- CFO experience
- Board and governance experience
- Audit, M&A and capital allocation experience
Milena Alberti-Perez is an
experienced c-level leader, public company director and former
financial executive at technology and publishing companies. Prior
to serving on the board of directors of Digimarc Corp. (NASDAQ:
DMRC), where she is Audit Committee Chair, Milena was most recently
the Chief Financial Officer of Getty Images Holdings, Inc. (NYSE:
GETY) from January 2021 to January 2022. Previously, Milena was the
Chief Financial Officer of technology company MediaMath, Inc. and
the global Chief Financial Officer of multinational publisher
Penguin Random House LLC, where she also served on the company’s
Audit Committee. Milena began her career as an investment banking
analyst at Morgan Stanley and earned her M.B.A. from the Harvard
Business School and her B.A. in Economics from The University of
Pennsylvania.
Todd Everett
- CEO experience
- Mailing, shipping and logistics experience
- M&A experience
Todd Everett is currently a
strategic advisor to technology and ecommerce companies that
include Doddle Parcel Services Limited, Verishop, Inc. and Fetch
Package, Inc. Prior to holding advisory roles, Todd held positions
of increasing responsibilities at Newgistics, Inc. (“Newgistics”)
from 2005 until 2018. Most recently, he served as Chief Executive
Officer and led Newgistics to significant growth and profitability
prior to its sale to Pitney Bowes. Todd was a Transportation and
Outsourcing Manager at Intel Corporation (NASDAQ: INTC) from 1996
through 2005. He received a B.S. in Transportation and Logistics
from Iowa State University.
Carl Grassi
- Board and governance experience
- Audit and tax experience
- M&A experience
Carl Grassi is an experienced
public company director with experience across sectors and
industries. He has served as a director of companies such as J.
Alexander's Holdings, Inc., which recently sold to SPB Hospitality.
Additionally, he is Senior Counsel at business advisory and
advocacy law firm McDonald Hopkins, LLC (“McDonald Hopkins”). He
was McDonald Hopkins’ chairman from 2016 to 2019 after serving as
firm president for nine years. Carl earned his J.D. from Cleveland
State University College of Law and his B.S.B.A. with a major in
Accounting from John Carroll University.
Katie May
- CEO experience
- Board and governance experience
- Mailing, shipping and logistics experience
Katie May was previously the
Chief Executive Officer of ecommerce SaaS company ShippingEasy,
Inc. (“ShippingEasy”) prior to selling the business to Stamps.com,
Inc. (“Stamps.com”). She was a director of Stamps.com and involved
in its value-maximizing sale to Thoma Bravo. Prior to her success
with ShippingEasy, Katie founded Kidspot.com.au, where she led the
thriving start-up from 2005-2012 until its sale to News Corp
(NASDAQ: NWSA). She has an extensive background in marketing,
ecommerce, technology and strategic planning. Katie earned her
M.B.A. from The University of Texas at Austin and her B.B.A. in
Accounting from The University of Texas at Austin.
Ken McBride
- CEO experience
- Board and governance experience
- M&A experience
- Mailing, shipping and logistics experience
Ken McBride was the Chief
Executive Officer and Chairman of Stamps.com. During his 20-year
tenure as CEO of Stamps.com, the Company grew its revenue and
profit at a consistent compounded growth of approximately 25% per
year, and it grew its enterprise value from less than $25 million
to more than $6.5 billion. He and his team successfully acquired
and integrated six domestic and international companies, and they
transformed the Company from its origins as a small business
mailing solution into a worldwide leader in small, medium and large
business ecommerce shipping software. During his last full year as
CEO, Stamps.com had a million paying subscribers that collectively
purchased and printed postage for 2.7 billion packages costing $20
billion for the shipment of products, representing over $200
billion in gross merchandise value or more than 15% of all U.S.
ecommerce gross merchandise that year. Ken earned his M.B.A. from
Stanford University and his B.S. and M.S.E.E. and B.S.E.E. in
Electrical Engineering from Stanford University.
Lance Rosenzweig
- CEO experience
- Board and governance experience
- Technology and ecommerce experience
Lance Rosenzweig is an
experienced c-level leader, public company director and operating
executive of public companies, as well as VC- and PE-backed
companies. He has been the Chief Executive Officer of three public
companies: Support.com, Inc. (formerly NASDAQ: SPRT), which was one
of the best performing stocks in any exchange under his leadership;
Startek Inc. (NYSE: SRT), where he grew revenues to $650 million
and dramatically enhanced earnings; and PeopleSupport, Inc.
(formerly NASDAQ: PSPT), which he co-founded and took public. He
has held director and Audit Committee roles at public companies
such as Boingo Wireless, Inc. (formerly NASDAQ: WIFI), where he was
Chairman of the board of directors, NextGen Healthcare, Inc.
(NASDAQ: NXGN) and other B2B and B2C businesses. Lance earned his
M.B.A. from Northwestern University and his B.S. in Industrial
Engineering from Northwestern University.
Kurt Wolf
- Sizable stockholder
- Board and governance experience
- Strategic planning and capital allocation experience
Kurt Wolf is the Managing Member
and Chief Investment Officer of Hestia Capital Management LLC,
which is a sizable stockholder of Pitney Bowes. Previously, Kurt
worked in financial, investing and operating roles, including as a
senior analyst at Relational Investors and as co-founding partner
at Lemhi Ventures, a healthcare services venture capital incubator.
Kurt was also co-founding partner at Definity Health, a leading
company in the consumer-driven health space that was purchased by
UnitedHealth Group Inc. (NYSE: UNH) in December 2004. Earlier in
his career, Kurt was a consultant at Deloitte and The Boston
Consulting Group. Kurt earned his M.B.A from the Stanford Graduate
School of Business and his B.A. in Economics and Mathematics from
Carleton College.
About Hestia Capital
Hestia Capital is a long-term focused, deep value investment
firm that typically makes long-term investments in a narrow
selection of companies facing company-specific, and/or industry,
disruptions. Hestia seeks to leverage its General Partner's
expertise in competitive strategy, operations and capital markets
to identify attractive situations within this universe of disrupted
companies. These companies are often misunderstood by the general
investing community or suffer from mismanagement, which we
reasonably expect to be corrected, and provide the 'price
dislocations' which allows Hestia to identify, and invest in,
highly attractive risk/reward investment opportunities.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Hestia Capital Partners, LP (“Hestia Capital”), together with
the other participants named herein (collectively, “Hestia”),
intends to file a preliminary proxy statement and accompanying
WHITE universal proxy card with the Securities and Exchange
Commission (“SEC”) to be used to solicit votes for the election of
its slate of highly-qualified director nominees at the 2023 annual
meeting of stockholders of Pitney Bowes Inc., a Delaware
corporation (the “Company”).
HESTIA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Hestia Capital, Helios I, LP (“Helios”), Hestia Capital Partners
GP, LLC (“Hestia Partners GP”), Hestia Capital Management, LLC
(“Hestia LLC”), Kurtis J. Wolf, Milena Alberti-Perez, Todd A.
Everett, Carl J. Grassi, Katie A. May, Kenneth T. McBride and Lance
E. Rosenzweig.
As of the date hereof, the participants in the proxy
solicitation beneficially own in the aggregate 12,619,771 shares of
Common Stock, par value $1.00 per share, of the Company (the
“Common Stock”). As of the date hereof, Hestia Capital beneficially
owns 3,450,000 shares of Common Stock, including 100 shares held in
record name. As of the date hereof, Helios beneficially owns
8,602,000 shares of Common Stock. Hestia Partners GP, as the
general partner of each of Hestia Capital and Helios, may be deemed
to beneficially own the (i) 3,450,000 shares of Common Stock
beneficially owned by Hestia Capital and (ii) 8,602,000 shares of
Common Stock beneficially owned by Helios. Hestia LLC, as the
investment manager of each of Hestia Capital, Helios and certain
separately managed accounts (the “SMAs”), may be deemed to
beneficially own the (i) 3,450,000 shares of Common Stock
beneficially owned by Hestia Capital, (ii) 8,602,000 shares of
Common Stock beneficially owned by Helios and (iii) 523,000 shares
of Common Stock held in the SMAs. Mr. Wolf, as the Managing Member
of each of Hestia Partners GP and Hestia LLC, may be deemed to
beneficially own the (i) 3,450,000 shares of Common Stock
beneficially owned by Hestia Capital, (ii) 8,602,000 shares of
Common Stock beneficially owned by Helios and (iii) 523,000 shares
of Common Stock held in the SMAs. As of the date hereof, Mr.
Everett beneficially owns 9,771 shares of Common Stock. As of the
date hereof, Mr. Grassi beneficially owns 25,000 shares of Common
Stock. As of the date hereof, Mr. Rosenzweig beneficially owns
10,000 shares of Common Stock. As of the date hereof, none of Mmes.
Alberti-Perez and May or Mr. McBride beneficially own any shares of
Common Stock.
1 Total stockholder return calculation includes dividends
reinvested and runs through the close of trading on November 18,
2022, which is the last day of trading prior to Hestia filing its
Schedule 13D with the U.S. Securities and Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230123005245/en/
For Investors:
Saratoga Proxy Consulting LLC John Ferguson / Joe Mills,
212-257-1311
jferguson@saratogaproxy.com / jmills@saratogaproxy.com
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