No Shareholder Action Required at this Time
Management Remains Focused on Delivering Long
Term Value for Shareholders
Pitney Bowes (NYSE:PBI, the “Company” or “Pitney Bowes”), a
global shipping and mailing company that provides technology,
logistics, and financial services, today acknowledged receipt of
Hestia Capital’s (“Hestia”) notice of nomination of seven director
candidates, constituting a majority slate of director candidates,
to the Pitney Bowes Board of Directors (the “Board”) in connection
with the Company’s upcoming annual meeting of shareholders.
Consistent with its fiduciary duty to shareholders and the
Company’s governing documents, the Board will review any properly
noticed nominations in due course. Shareholders are not required to
take any action at this time.
The Board and management team have engaged in an open and good
faith dialogue with Hestia over many months. Contrary to Hestia’s
assertion, Pitney Bowes is always interested in considering
well-qualified candidates to join the Board. Moreover, the Board
offered to appoint two candidates proposed by Hestia to the Board
in December. However, Hestia was unwilling to reach a reasonable
compromise. Instead, both their current and prior public
announcements demonstrate that they are more interested in fighting
than in engaging in constructive conversations to benefit all
shareholders, not just themselves. Furthermore, throughout
discussions with Hestia, they demonstrated a fundamental
misunderstanding of the Company and have failed to articulate a
strategy that would justify ceding control of the Company to
them.
Pitney Bowes will continue to seek the right path forward that
is in the best interests of all shareholders, including potential
additions of well qualified candidates to the Board of Directors.
The Company will not let Hestia’s unwillingness to seek common
ground stand in the way.
The Board and management team remain focused on delivering
sustainable future value for all stakeholders and executing the
strategy of the Company. As CEO over the past decade, Mr.
Lautenbach has overseen and directed fundamental transformation of
the business, taking decisive actions to create long-term value for
shareholders, and laid the foundation for sustainable, profitable
growth. These actions are expected to drive revenue and EBIT growth
over the next several years and the Company has seen investments in
SendTech and Presort lead to stabilization and indeed potential for
growth. Although results in Global Ecommerce have not progressed at
the pace hoped for, over the last year the Company has seen
significant improvements in run rate volumes, service levels, and
cost, all of which bode well for future success.
The Board and the Company have consistently looked for
opportunities to unlock shareholder value. This includes
proactively looking for opportunities and reacting to inbound
inquiries alongside financial and legal counsel. The sale of
Borderfree in 2022 demonstrates the foresight and willingness of
the Company’s leadership team to be flexible and open to new ideas
and opportunities regarding how best to monetize the business.
Pitney Bowes has a strong, engaged, and diverse Board, with a
balanced mix of experience, skills, and leadership expertise to
enhance value for shareholders. The Board is made up of nine
directors, eight of whom are independent, and has seen significant
refreshment over the past several years, with five longer tenured
directors stepping down and adding three new directors since
2018.
Throughout this process, shareholder value creation remains the
top priority for the Company and Board, and the Company will
continue to keep shareholders updated as appropriate.
About Pitney Bowes
Pitney Bowes 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 additional
information, visit: 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’s 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 2021 Form 10-K Annual Report
and other reports filed with the Securities and Exchange
Commission. Pitney Bowes assumes no obligation to update any
forward-looking statements contained in this document as a result
of new information, events or developments.
Third-Party Information
This press release may contain or refer to news, commentary and
other information relating to Pitney Bowes generated by, or sourced
from, persons or companies that are not affiliated with Pitney
Bowes. The author and source of any third-party information and the
date of its publication are clearly and prominently identified.
Pitney Bowes has neither sought nor obtained the consent from any
third party, including, without limitation, Hestia Capital
Management, LLC (together with its affiliates, “Hestia”), to use
any statements or information contained in this press release that
have been obtained or derived from statements made or published by
such third parties. Any such statements or information should not
be viewed as indicating the support of such third parties for the
views expressed herein.
Additional Information and Where to Find
It
In connection with the forthcoming solicitation of proxies from
stockholders in respect of Pitney Bowes’s 2023 annual meeting of
stockholders, Pitney Bowes will file with the U.S. Securities and
Exchange Commission (the “SEC”) a proxy statement on Schedule 14A
(the “proxy statement”), containing a form of GOLD proxy
card. Details concerning the nominees of Pitney Bowes’s Board of
Directors for election at Pitney Bowes’s 2023 annual meeting of
stockholders will be included in the proxy statement. BEFORE MAKING
ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ ALL RELEVANT DOCUMENTS, INCLUDING PITNEY BOWES’S PROXY
STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AND
ACCOMPANYING GOLD PROXY CARD, FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION ABOUT PITNEY BOWES. Stockholders may obtain free copies
of the proxy statement and other relevant documents that Pitney
Bowes files with the SEC on Pitney Bowes’s website at
www.pitneybowes.com or from the SEC’s website at www.sec.gov.
Participants in the
Solicitation
This press release is neither a solicitation of a proxy or
consent nor a substitute for any proxy statement or other filings
that may be made with the SEC. Pitney Bowes, its directors and
certain of its executive officers will be participants in the
solicitation of proxies from stockholders in respect of Pitney
Bowes’s 2023 annual meeting of stockholders. Information regarding
certain of the directors and officers of Pitney Bowes is contained
in Pitney Bowes’s proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on March 18, 2022. To
the extent holdings of Pitney Bowes’s securities by directors or
executive officers have changed since the amounts set forth in
Pitney Bowes’s 2022 proxy statement, such changes have been or will
be reflected on Initial Statements of Beneficial Ownership on Form
3, Statements of Change in Ownership on Form 4 or Annual Statement
of Beneficial Ownership on Form 5 filed with the SEC. Additional
information regarding the identity of potential participants and
their respective interests, by security holdings or otherwise, will
be included in Pitney Bowes’s proxy statement and other relevant
documents filed with the SEC in connection with Pitney Bowes’s 2023
annual meeting of stockholders.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230123005569/en/
Company Contact: Media Bill Hughes William.hughes@pb.com
203-351-6785 Investors Ned Zachar Ned.zachar@pb.com
203-614-1092
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