Darrell Thomas and Steve Brill Appointed to
Board
Directors Michael I. Roth, S. Douglas
Hutcheson, and David L. Shedlarz to Not Stand for Re-election at
2023 Annual Meeting
Board of Directors Supports the Election of
Hestia Capital Nominee Katie May as Director
Robert M. Dutkowsky to Become Non-Executive
Chairman
Company Issues Letter to Stockholders
Pitney Bowes (NYSE:PBI), a global shipping and mailing company
that provides technology, logistics, and financial services, today
announced that it has filed its preliminary proxy materials with
the Securities and Exchange Commission (“SEC”) in connection with
its upcoming 2023 Annual Meeting of Stockholders (the “2023 Annual
Meeting”). The preliminary proxy statement is available on the
Investor Relations section of the Company’s website at
https://www.investorrelations.pitneybowes.com.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230302005730/en/
Robert M. Dutkowsky elected Non-Executive
Chairman of the Pitney Bowes Board of Directors (Photo: Business
Wire)
The Board of Directors has appointed Darrell Thomas, former
Treasurer and interim CFO at Harley Davidson, and Steve Brill,
retired President of Corporate Strategy at United Parcel Service
(“UPS”), as independent directors of the Board, effective
immediately. Directors Michael I. Roth, S. Douglas Hutcheson, and
David L. Shedlarz will not stand for re-election at the Company’s
2023 Annual Meeting. With the foregoing changes, there will be
eight current directors seeking re-election at the 2023 Annual
Meeting. The Board will also recommend that stockholders vote for
the election of Katie May, who has been nominated by a stockholder,
Hestia Capital Partners, LP (“Hestia”), to the Board. Following the
2023 Annual Meeting, the size of the Board will revert to nine
directors.
Michael Roth has also decided to step down from the
Chairmanship, effective immediately, rather than at the end of his
term as director, in light of the limited time between now and the
end of his term and because he believes the incoming Non-Executive
Chairman should lead discussions on future Board leadership in
support of the Company’s next phase of transformation. Accordingly,
the Board has elected director Robert M. Dutkowsky to the role of
Non-Executive Chairman, effective immediately. The Company greatly
appreciates the support and leadership Messrs. Roth, Hutcheson, and
Shedlarz have provided during the significant transformation the
Company has undergone in recent years.
The Pitney Bowes Board also issued a letter to stockholders
today. The full text of the letter follows:
Dear Fellow Stockholder,
We want to inform you that today we announced
important changes to our Board of Directors and filed our
preliminary proxy materials with the Securities and Exchange
Commission (“SEC”) in connection with our 2023 Annual Meeting of
Stockholders.
In connection with the filing of the
preliminary proxy materials, the Board disclosed its slate of
director candidates for the 2023 Annual Meeting, including two new
independent directors, Darrell Thomas and Steve Brill, who have
been appointed to the Board, effective immediately. Directors
Michael I. Roth, S. Douglas Hutcheson, and David L. Shedlarz will
not stand for re-election at the Company’s 2023 Annual Meeting.
Michael Roth has also decided to step down from the Chairmanship
now, rather than at the end of his term as director, in light of
the limited time between now and the end of his term and because he
believes the incoming Non-Executive Chairman should lead
discussions on future Board leadership in support of the Company’s
next phase of transformation. Accordingly, the Board has elected
Robert M. Dutkowsky to assume the role of Non-Executive Chairman,
effective immediately.
We are excited to welcome Darrell and Steve
to our Board – both possess deep leadership experience and relevant
expertise, which will be of tremendous value to our Board and
management team.
We also want to sincerely thank Michael,
Doug, and David for their leadership, service, and many
contributions over the years. They have been instrumental in
helping lead and support Pitney Bowes’ strategic transformation
into a company whose foundation is now primed for sustainable,
profitable growth, and stockholder value creation. Through their
efforts, and the efforts of our Board, CEO, and management team, we
have positioned the Company for long-term success by optimizing our
portfolio, which is now comprised of an appropriate mix of steady
revenue and high-growth businesses.
In addition, Pitney Bowes has become more
financially flexible as we have significantly reduced our debt,
paying down $1.7 billion over the last nine years. At the same
time, we have also returned $1.5 billion in capital to stockholders
in the form of dividends and share repurchases, while also actively
investing $2.6 billion in our businesses. We took these actions
with a singular focus on long-term stockholder value creation.
Darrell Thomas brings a wealth of valuable
experience to the Board, particularly in finance and treasury. He
most recently served as Vice President and Treasurer for
Harley-Davidson, Inc., having previously held several senior
finance positions including interim CFO for Harley-Davidson. Like
Pitney Bowes, Harley-Davidson owns an Industrial Loan Corporation,
and we look forward to leveraging Darrell’s experience in this
regard and applying it to our own Pitney Bowes Bank. Prior to
Harley-Davidson, Darrell served as Vice President and Assistant
Treasurer of PepsiCo. Before that, Darrell spent nearly two decades
working in banking with Commerzbank Securities, Swiss Re New
Markets, ABN Amro Bank, and Citicorp/Citibank, where he held
various capital markets and corporate finance roles. Darrell also
has significant board experience; he currently serves on the boards
of British American Tobacco, Dorman Products, Scotia Holdings (US),
and Sojourner Family Peace Center.
Steve Brill has a long career working in
logistics, operations, marketing, sales, and strategy, establishing
him as an industry expert. Steve retired from UPS in 2020 after 33
years, where he last served as the President Corporate Strategy,
working on the long-term direction of the enterprise to drive
sustainable profitable growth. This role included developing
strategic imperatives as well as organic and M&A strategies
across global markets, business units, and verticals. With over 33
years’ experience in logistics and ecommerce, Steve served in a
variety of transformational leadership roles at UPS. Steve has
served as a strategic advisor for the past two years, building upon
his extensive experience in freight and logistics services. He
brings to the Board a deep expertise in the nuances of the shipping
industry, with a focus on the rise of global ecommerce and
cross-border operations.
By virtue of the retirement of Michael, Doug,
and David, and additions of Darrell and Steve, we have left open
one vacant seat on the Board. We believe that Hestia nominee Katie
May would make an excellent addition to the Pitney Bowes Board and
recommend that stockholders vote FOR her election as director at
the 2023 Annual Meeting.
Katie May most recently served as Chief
Executive Officer of ecommerce SaaS company, ShippingEasy.com,
before being acquired by Stamps.com. Prior to ShippingEasy, Katie
founded Kidspot.com.au, where she served as Chief Executive Officer
and Executive Director from 2005-2011 until its sale to News Corp.
Katie also served as Chief Marketing Officer of SEEK.com.au.
Earlier in her career, Katie served in several marketing and
financial roles at Arthur Anderson, Philip Morris, and Booz &
Company.
These changes reflect the Company’s ongoing
commitment to ensuring we have a strong, engaged, and diverse set
of directors, with a balanced mix of experience, skills, leadership
expertise, and fresh, new perspectives to execute the Company’s
strategy and enhance value for stockholders. The changes announced
today are in line with the significant refreshment we have
undertaken before today, which included the departure of five
longer tenured directors and the addition of three new directors
since 2018.
The Pitney Bowes Board continues
to engage in good faith with Hestia, and is disappointed with the
lack of resolution.
As you know, Pitney Bowes engages in open and
regular communication with stockholders and welcomes constructive
input on how to enhance long-term stockholder value. To that end,
we have been in regular communication with Hestia Capital since
2021. However, despite our best efforts to find a reasonable path
forward, and over the course of our extensive engagement, we have
found that Hestia has continuously changed its views on the company
and its proposals to resolve our disagreements.
As set forth in more detail in the background
section of the proxy statement, it appears to us that Hestia has
not engaged in good faith in our discussions and has made numerous
pivots which have impeded an amicable resolution. Pitney Bowes has
made every effort to work amicably with Hestia for the benefit of
all stockholders and to avoid a disruptive and unnecessary proxy
fight, including by offering the appointment of three new
independent directors and the departure of at least two incumbent
directors. However, Hestia has been unwilling to accept any
proposal and most recently has insisted on the departure of our CEO
and the appointment of three of its own nominees to our Board. This
latest demand represented a significant departure from all of
Hestia’s prior demands, suggesting that Hestia has never been
sincere about trying to resolve this matter short of a distracting
proxy fight. Further, it is recommending a slate of nominees, some
of whose business experience appears to be adverse either to us or
our key partners, some who are not additive, and/or other still who
appear to lack the necessary skills to oversee execution of our
long-term strategy. As always, the Board remains open to
constructive dialogue with the goal of enhancing value for all
stockholders and we will continue to act in their best
interests.
Pitney Bowes stockholders will receive a
proxy statement and accompanying GOLD proxy card from the Board in
the coming weeks. Please disregard any materials and accompanying
white proxy card sent to you by Hestia.
Stockholders who have any questions or need
assistance voting may contact the Company’s proxy solicitor, Morrow
Sodali LLC, toll-free at 1 (800) 662-5200.
Thank you for your continued support of
Pitney Bowes.
Sincerely, The Pitney Bowes Board of
Directors
J.P. Morgan Securities LLC is acting as financial advisor to
Pitney Bowes. Sidley Austin LLP and Cravath, Swaine & Moore LLP
are serving as legal counsel to Pitney Bowes.
About Pitney Bowes
Pitney Bowes (NYSE:PBI) 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 the
latest news, corporate announcements and financial results visit
https://www.pitneybowes.com/us/newsroom.html. For additional
information visit Pitney Bowes at 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 2022 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.
Important 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 intends to file with the U.S. Securities
and Exchange Commission (the “SEC”) a proxy statement on Schedule
14A (the “proxy statement”), a form of GOLD proxy card and other
relevant information. BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING
PITNEY BOWES’S PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS
THERETO, FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION. Stockholders
may obtain free copies of the proxy statement and other relevant
documents on Pitney Bowes’s website at www.pitneybowes.com or from
the SEC’s website at www.sec.gov.
Certain Information Regarding Participants to the
Solicitation
Pitney Bowes, its directors and certain of its executive
officers are participants in the solicitation of proxies from
stockholders in respect of Pitney Bowes’s 2023 annual meeting of
stockholders. Information regarding the direct and indirect
interests, by security holdings or otherwise, of the directors and
executive officers of Pitney Bowes is contained in the Company’s
proxy statement for its 2022 annual meeting of stockholders, filed
with the SEC on March 18, 2022, the Company’s Annual report on Form
10-K for the year ended December 31, 2022, filed with the SEC on
February 17, 2023, and in the Company’s Current Reports on Form 8-K
filed with the SEC from time to time. Changes in the direct or
indirect interests of the Company’s directors and executive
officers are set forth in Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4
filed with the SEC. These documents are available free of charge as
described above. Updated information regarding the identities of
participants and their respective direct or indirect interests in
the Company, 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, if and when they become available.
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version on businesswire.com: https://www.businesswire.com/news/home/20230302005730/en/
Editorial - Bill Hughes Chief Communications Officer
203.351.6785 Financial - Ned Zachar, CFA VP, Investor Relations
203.614.1092 Alex Brown Senior Manager, Investor Relations
203.351.7639
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