Board of Directors Issues Letter to
Shareholders
Urges Shareholders to Vote on GOLD Proxy
Card
Launches Website:
www.VoteforPitneyBowes.com
Pitney Bowes (NYSE:PBI), a global shipping and mailing company
that provides technology, logistics, and financial services, today
announced that it has filed its definitive proxy statement and GOLD
proxy card with the U.S. Securities and Exchange Commission (“SEC”)
in connection with its upcoming 2023 Annual Meeting of Shareholders
(the “Annual Meeting”) to be held on May 9, 2023. Pitney Bowes is
urging all shareholders to vote on the GOLD proxy card. All Pitney
Bowes shareholders of record as of the close of business on March
10, 2023 will be entitled to vote at the Annual Meeting.
The Company also announced the launch of its Annual Meeting
website: www.VoteforPitneyBowes.com. For information about the
Annual Meeting, the Company’s strategy, governance, and voting
instructions, please visit this site.
The Company’s Board of Directors (the “Board”) also issued the
following letter to shareholders of Pitney Bowes in connection with
the filing.
Dear Fellow Shareholder,
Your vote at the upcoming Pitney Bowes Annual Meeting of
Shareholders, scheduled for May 9, 2023 (the “Annual Meeting”), is
critical and more important than ever this year. As you may be
aware, an activist hedge fund, Hestia Capital (“Hestia”), is
seeking to gain control of the Board of Directors (the “Board”) and
remove our CEO through a disruptive and unnecessary proxy contest.
We believe that Hestia’s ever-changing series of demands
demonstrates a fundamental misunderstanding of our Company. Hestia
has failed to articulate any coherent strategic thesis for Pitney
Bowes. Hestia’s erratic conduct suggests it may be more focused on
short-term publicity than the long-term success of our Company,
making it nearly impossible to engage in a productive manner.
The Board and management team have taken
decisive action to create long-term value for shareholders.
Over the last ten years, Pitney Bowes and its Board and
management team have:
- Taken decisive actions to create long-term value for
shareholders by transforming the Company from a position of secular
decline to growth in a market that has been extremely volatile and
hard to predict.
- Improved revenue CAGR from -8.6% from 2007 – 2012, the years
prior to Marc Lautenbach joining the Company, to 4.9% from 2017 –
2022.
- Actively managed the Company’s portfolio by investing $2.6
billion in our businesses, including approximately $600 million of
organic and inorganic investment in our SendTech and PreSort
segments. These investments enabled those businesses, which had
been in secular decline in 2012, to develop new products and
services and both are now positioned for growth because of smart
strategic planning on behalf of our management team.
- Reduced our debt by $1.7 billion and eliminated several hundred
million dollars of expenses.
- Returned $1.5 billion in capital to shareholders in the form of
dividends and share repurchases.
- Divested $2.1 billion of non-core, slower-growth businesses
that have enabled both investment and debt paydown.
Since Marc Lautenbach became CEO, the Pitney Bowes Board and
management team have focused on driving a Company transformation to
lay the foundation for sustainable, profitable growth, and
shareholder value creation. Our strategy has focused on becoming a
leading shipping and logistics business comprised of a balanced
portfolio of steady revenue and high-growth segments.
While the divestitures reduced our EBITDA and consequently total
shareholder return (“TSR”), the Company is now on track to
profitable revenue growth in the future. This was not imaginable a
decade ago and is the direct result of the bold choices of your
Board and management team.
In addition, Pitney Bowes engages constructively with its
shareholders and is committed to corporate governance best
practices. Since 2018 Pitney Bowes has significantly refreshed its
Board to ensure new ideas and perspectives are reflected in our
Company’s strategy. In the past five years, assuming the election
of Katie May, six new independent directors will have joined, and
eight longer-tenured directors departed from the Board. This year,
we appointed Darrell Thomas and Steve Brill to the Board and
announced the departures of Michael I. Roth, S. Douglas Hutcheson,
and David L. Shedlarz. Our Board is also pleased to recommend one
of Hestia’s nominees, Katie May, as we believe her experience and
background will contribute to the Board. Following these changes,
our recommended director nominees, including Katie May, are 88.9%
independent and 66.7% diverse, with an average tenure of
approximately 5.3 years.
We urge you to support your Board by voting the GOLD proxy card today “FOR” all Pitney Bowes
nominees as well as Hestia nominee Katie May. We encourage
shareholders NOT to sign, return or vote any white proxy card sent
to you by Hestia.
We believe Hestia’s campaign is built on
flawed assumptions, a poor understanding of Pitney Bowes’
businesses, ever-changing and contradictory proposals, and an
unwillingness to reach a reasonable compromise since engagement
first started.
As we would with any shareholder, we approached our engagement
with Hestia with an open mind and welcomed the opportunity to
receive constructive input to enhance long-term shareholder value.
The Board’s support for the election of Hestia’s nominee Katie May
as a director is evidence of that. However, it became clear that
Hestia is more interested in chasing headlines than engaging
constructively in the best interest of all shareholders. Despite
our consistent efforts to find an amicable resolution, Hestia has
kept changing its demands. Furthermore, after months of ongoing
engagement, Hestia has yet to fully articulate an actionable,
long-term strategy or plan for the Company.
Importantly, most of Hestia’s nominees have limited
qualifications relevant to our industry, public companies, or
Pitney Bowes’ long-term success. For example, Hestia’s slate
includes only two individuals with experience in the shipping and
mailing business, in direct contrast to the majority of our
proposed director nominees. Additionally, Kurt Wolf, Hestia’s
principal, has limited experience on the board of a public company,
and the experience he does have calls into question his
understanding of a director’s responsibilities to shareholders. His
resignation from GameStop after about only a year on the board
demonstrates that he is focused on the short-term interests of
himself and investors in his fund and not on the long-term
interests of all shareholders. In fact, Hestia’s recent decision to
remove two candidates – Carl Grassi and Ken McBride – from its
slate suggest that Hestia did not take the time to properly vet its
nominees.
Pitney Bowes’ existing business strategy is
growth-focused and market-oriented.
The Board and management team remain confident in the Company’s
robust capital allocation strategy and that our successful ongoing
initiatives support our long-term strategy to maintain sustainable
revenue streams and improve profitability, especially in our newer
business. We continue to execute on the combined strength of our
shipping and mailing offering, cutting-edge technology, global
scale, substantial customer base, and infrastructure.
We regularly and actively review the Company’s portfolio and
continue to take purposeful steps to pay down and restructure debt,
invest in existing businesses, acquire new ones appropriate for
Pitney Bowes, and sell businesses no longer core to our long-term
strategy. All of this has been achieved while paying down a
significant portion of debt and returning capital to shareholders.
We now have a strategically coherent portfolio of businesses that
are squarely focused on simplifying the complexities of mailing and
shipping for our clients with real prospects for growth.
We believe that Hestia fundamentally misunderstands our GEC
business and continues to offer conflicting strategy
recommendations. For example, since July 2022, Hestia has gone from
privately pushing Pitney Bowes to sell GEC to then noting in
February 2023 on live television that GEC is a valuable asset with
the wrong strategy. Last week, Hestia claimed in its preliminary
proxy statement that we should shrink GEC. These erratic and
inconsistent demands illustrate one of the many ways that Hestia
does not understand our business, is unable to define a coherent
long-term strategy for Pitney Bowes, and would therefore likely be
a poor steward of shareholder interests.
Further, we have had third-party affirmations on our current
overall strategy for GEC, and we will focus on growing positive and
consistent profit margins in this business to achieve higher
valuations. While we have been explicit that we always remain open
to potential compelling opportunities, the current state of
external capital markets, our business environment, and external
checks with potential acquirors all indicate to us the time is not
right to obtain appropriate value for GEC. Indeed, our track record
shows that we are more than willing to reevaluate our portfolio
should an alternative to keeping a business be the superior
one.
We have done this all while fully modernizing our SendTech
business’s product offerings to provide it with a strong foundation
for the future and investing and growing our Presort business in
the face of secular decline.
All successful corporate transformations have several
predictable stages – short-term wins, sustained investment, revenue
growth, and then, finally, profitable revenue growth. Our necessary
transformation is no different and has required significant
investment in, and alignment across, our businesses. That
necessarily included the divestiture of businesses that generated
profit to reset the Company going forward. It is natural to expect
some contraction of the stock price until we achieve the final
stage of profitable revenue growth, which was delayed due to the
COVID-19 pandemic and subsequent economic impacts, such as supply
chain issues and significant increases to labor and transportation
costs. However, our strategic transformation is nearing completion
with complementary and balanced business models and margin
profiles.
The Pitney Bowes Board is comprised of
diverse, proven business leaders.
Pitney Bowes has a strong, engaged, and diverse Board, with a
balanced mix of experience, skills, and leadership expertise to
enhance value for shareholders and execute the Company’s strategy.
Contrary to Hestia’s claims, we have always sought to have the
proper balance of directors with institutional knowledge and fresh,
independent perspectives.
The Board is aligned behind Marc Lautenbach in his role as CEO
and looks forward to helping him continue to execute and enhance
the Company’s strategy. We encourage shareholders to support Marc
in executing our long-term vision as well as our highly skilled,
diverse, proven, and recently refreshed Board. For more information
regarding our Board and strategy, please visit
www.VoteforPitneyBowes.com.
VOTE THE GOLD
PROXY CARD TODAY
The Board of Directors of Pitney Bowes recommends shareholders
vote “FOR” all the nominees proposed by the Pitney Bowes Board (all
eight Company nominees and the recommended Hestia nominee, Katie
May) at the upcoming Annual Meeting on the GOLD proxy card. Shareholders of record as of
March 10, 2023, will be entitled to vote at the meeting. The Annual
Meeting is scheduled to be held on May 9, 2023 at 9:00a.m. Eastern
Time in a virtual meeting format, via a live webcast. Pitney Bowes
urges shareholders to vote their shares in advance of the Annual
Meeting by one of the methods described in the Company’s proxy
statement.
Shareholders should disregard any white proxy card sent to you
by Hestia. Only the latest dated proxy card will count at the
Annual Meeting.
Shareholders 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
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
(the “SEC”). 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
Pitney Bowes has filed a definitive proxy statement (the “Proxy
Statement”) and other documents with the SEC in connection with its
solicitation of proxies from shareholders in respect of the Annual
Meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING PITNEY
BOWES’ PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO
AND THE ACCOMPANYING GOLD PROXY CARD, FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION ABOUT PITNEY BOWES. Shareholders may obtain free copies
of the Proxy Statement and other relevant documents that Pitney
Bowes files with the SEC and on Pitney Bowes’ website at
www.pitneybowes.com or from the SEC’s website at www.sec.gov.
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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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