Pitney Bowes Comments on Proxy Advisory Firm Recommendation
April 27 2023 - 9:15AM
Business Wire
Urges Shareholders to Vote FOR Pitney
Bowes’ Eight Director Nominees as well as Katie May on the GOLD
Proxy Card
Strongly Disagrees with ISS’ Recommendation;
Believes that it Would Result in an Extreme and Destabilizing Level
of Change
Pitney Bowes (the “Company”) (NYSE:PBI), a global shipping and
mailing company that provides technology, logistics, and financial
services, today issued the following statement in response to proxy
advisory firm Institutional Shareholder Services’ (“ISS”)
recommendation in connection with the Company’s 2023 Annual Meeting
of Shareholders (the “Annual Meeting”) to be held on May 9,
2023:
We strongly disagree with ISS’ voting recommendation, which we
believe would result in an extreme and destabilizing level of
change at Pitney Bowes. Nevertheless, we are pleased that ISS
recognized in its report the decisive strategic actions taken by
the Pitney Bowes Board and management team over the past decade.
ISS wrote1:
- “…it is clear that PBI has in fact undergone significant
transformation over the past decade…the leadership team should be
given credit for attempting to refocus.”
- “PBI trimmed and refocused legacy operations as part of the
process, and it is not clear that the dissident’s view on the
correct strategy for Presort and SendTech is more compelling than
that of incumbent leadership.”
Furthermore, ISS commended the Board’s corporate governance,
including its Board refreshment program, saying2:
- "There are few major controversies with the headline corporate
governance structure.”
- “…the board deserves credit for maintaining a regular
refreshment program since 2015...”
- “The board implicitly recognized the need for change when it
announced refreshment initiatives in March…”
Over the past decade, Pitney Bowes has undergone a significant
amount of transformation to our business as well as our Board, and
we do not believe that shareholders would be well served by
following ISS’ recommendation.
- Pitney Bowes has already implemented significant changes to
the Board. Our recommended director nominees include a strong,
engaged, and diverse set of directors, with a balanced mix of
experience, skills, leadership expertise, and new perspectives. If
our recommended director nominees (including Katie May) are
elected, our Board will be 88.9% independent and 66.7% diverse,
with an average tenure of approximately 5.3 years. Pitney Bowes’
recent Board refreshments include:
- Electing new directors Darrell Thomas and Steven D. Brill to
the Board.
- Supporting the election of Hestia director nominee Katie May at
the 2023 Annual Meeting.
- Electing Robert M. Dutkowsky to succeed Michael I. Roth as
Non-Executive Chairman.
- Announcing that Michael I. Roth, S. Douglas Hutcheson, and
David L. Shedlarz will not stand for re-election.
- If shareholders were to follow ISS’ recommendation, Pitney
Bowes’ Board would be destabilized. Six of nine directors would
have joined the Board this year, the average tenure of the
non-executive directors would be ~one year, and the longest tenure
of the non-executive directors would be five years. Pitney Bowes
would lose its Chair of the Board, Chair of the Governance
Committee, and Chair of the Executive Compensation Committee.
This means that every single Committee Chair and Board Chair would
be new to the role as of the Annual Meeting. Moreover, we believe
Hestia’s nominees (with the exception of Katie May) lack the
necessary experience and skills to execute Pitney Bowes’ strategy
and enhance long-term value for shareholders.
- We are not satisfied with our TSR, either. That said, in
its analysis ISS concedes that Pitney Bowes actually outperformed
its peer median on a three-year trailing basis by 18.3%. ISS fails
to take into account that our TSR has been dragged down in recent
years due to the COVID-19 pandemic, supply chain disruptions and
China lock-down – which affected Pitney Bowes disproportionally due
to our significant international operations, particularly in China.
As the world normalizes slowly, we fully expect our TSR to recover
to previous levels.
- Our independent directors hold management accountable.
ISS’ criticism that Mr. Lautenbach, Mr. Dutkowsky, and Ms. Sanford
decades ago worked at IBM fails to appreciate that IBM was an
organization with around 450,000 employees at the time. At no time
did Mr. Lautenbach, Mr. Dutkowsky, and Ms. Sanford work together at
IBM, nor did they report to one another. And our new Chairman Mr.
Dutkowsky has a proven track record of terminating underperforming
CEOs, including ex-IBM employees.
The Board believes that its eight director nominees and Hestia
nominee Katie May are the right Board to lead the Company forward
and to support Marc Lautenbach as he continues to drive Pitney
Bowes’ strategic transformation and create sustainable value for
shareholders.
VOTE THE GOLD
PROXY CARD TODAY FOR ALL PITNEY BOWES’ RECOMMENDED DIRECTOR
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 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.
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.
1 Permission to use quotations neither sought nor obtained. 2
Permission to use quotations neither sought nor obtained.
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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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