Pitney Bowes Files Investor Presentation for 2023 Annual Meeting Regarding Hestia Capital’s Claims
April 18 2023 - 7:00AM
Business Wire
Hestia Capital’s Materials Demonstrate Lack of
Understanding of Pitney Bowes’ Business and Industry
Corrects the Claims Outlined in Hestia’s Six
“Value Creation Pillars”
Urges Shareholders to Vote FOR Pitney Bowes’
Nominees and Katie May on the GOLD Proxy Card
Pitney Bowes (the “Company”) (NYSE:PBI), a global shipping and
mailing company that provides technology, logistics, and financial
services, today issued the following statement:
Hestia Capital (“Hestia”) recently issued an investor
presentation consisting of misleading claims, wrong facts, and
ill-conceived suggestions, which the Company believes demonstrate a
lack of understanding of Pitney Bowes’ business and a disregard for
long-term value creation. Pitney Bowes filed an investor
presentation with the U.S. Securities and Exchange Commission
(“SEC”) in connection with the Company’s 2023 Annual Meeting of
Shareholders (the “Annual Meeting”) to be held on May 9, 2023 and
in response to Hestia Capital’s (“Hestia”) misleading claims and
value-destructive strategic plan for the Company. The full
presentation can be found here.
Key Highlights of the Presentation
- Hestia’s presentation outlines a highly misleading narrative
meant to confuse investors. Hestia’s generic “plan” contains a
laundry list of amorphous goals but lacks any specificity on timing
or actions to take.
- In contrast, Pitney Bowes’ Board and management team have a
clear path forward: Pitney Bowes’ leadership has driven a
Company transformation and reorganized the business into three
primary synergistic segments – SendTech, Presort, and Global
Ecommerce (“GEC”) – which will simplify the mailing and shipping
process in response to the demands of a rapidly changing business
environment. The Company is focused on delivering real, sustainable
value to shareholders.
- Hestia’s focus on unallocated costs is misleading, as those
costs are only a subset of (not total) SG&A, and Hestia
compares Pitney Bowes to unrelated companies.
- In fact, Pitney Bowes’ SG&A (including restatements) as a
percentage of revenue was 25.6% in 2022, well within the 12–44%
range of its Form 10K peers. Hestia decided to cherry-pick
unrelated peers like J&J, P&G, PepsiCo, and Disney to fit a
misleading narrative.
- Hestia has vague or poorly thought-out proposals for Pitney
Bowes’ businesses.
- Hestia’s proposals for Pitney Bowes’ GEC and SendTech
businesses will drive down revenue and reduce shareholder value.
Hestia proposes shrinking its assumed GEC domestic business size by
~50% to reduce sales by ~$600MM, which it claims will be mitigated
by a “plan” that lacks detail and discipline.
- In Presort, the Company has always been, and continues to
pursue, the strategy of tuck-in acquisitions, yet Hestia somehow
thinks this is a new idea.
- Hestia seeks to create a false urgency about our debt
profile; in fact, our refinancings have carefully managed our
maturities.
- Only approximately $230 million of debt is coming due until
March 2026, and Pitney Bowes has various options available to it to
address that.
In short, Hestia’s so-called “pillars” are nothing of the kind
and cannot justify the kind of radical change Hestia has advocated.
Pitney Bowes’ shareholders are instead encouraged to review the
Company’s investor presentation for a comprehensive update on the
Company’s business, and the Board of Directors who have instituted
best-in-class governance and strategy oversight to realize
long-term value creation at Pitney Bowes for all shareholders. The
Company’s investor presentation can be found here.
VOTE THE GOLD
PROXY CARD TODAY FOR ALL PITNEY BOWES’ RECOMMENDED NOMINEES
The Board urges all shareholders to vote “FOR” all the nominees
recommended by the Pitney Bowes Board (all eight Company nominees
and the recommended Hestia nominee, Katie May) on the
GOLD proxy card today. All
Pitney Bowes shareholders of record as of the close of business on
March 10, 2023 are entitled to vote in connection with the Annual
Meeting. Please vote TODAY using one
of the following methods:
Vote Online Go to the
website identified on the enclosed GOLD proxy card or voting instruction
form.
Vote by Mail If you
received your Annual Meeting material by mail, you also may choose
to grant your proxy by completing, signing, dating, and returning
the enclosed GOLD proxy
card.
To view the presentation, or for more information about the 2023
Annual Meeting, please visit: www.VoteforPitneyBowes.com.
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.
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’ 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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version on businesswire.com: https://www.businesswire.com/news/home/20230417005920/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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