Pleased with Glass Lewis’ Recommendation that
Shareholders Vote on Management’s GOLD Proxy Card
Encouraged by Glass Lewis’ Support of Pitney
Bowes’ Existing GEC Strategy
Urges Shareholders to Vote FOR Pitney Bowes’
Eight Director Nominees as well as 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 in response to proxy
advisory firm Glass, Lewis & Co. (“Glass Lewis”) recommendation
in connection with the Company’s 2023 Annual Meeting of
Shareholders (the “Annual Meeting”) to be held on May 9, 2023:
The Board and management team are encouraged by Glass Lewis’
support of our existing GEC strategy. Over the past decade we have
built GEC into a leading, integrated ecommerce logistics player
capable of leveraging USPS final mile delivery for nationwide
coverage. The business is well positioned for continued growth and
margin expansion as volumes increase, and we firmly believe that
any deviation from our existing strategy will drive down revenue
and reduce shareholder value. Glass Lewis commented1:
- “As it relates to the GEC business and strategy, all factors
considered, we believe management and the board have articulated a
clearer, more persuasive vision and a logical approach for this
business segment.”
- “…we believe the GEC business rounds out Pitney’s synergistic
portfolio in the shipping and mailing industry, giving it a
higher-growth vector to complement its other two slower-growth
segments facing secular decline.”
- “…we believe the long-promised potential of management’s
strategy warrants further patience from investors, particularly now
that the upfront build-out has been completed and so much capital
has been expended.”
We are also pleased with many aspects of Glass Lewis’ voting
recommendation, which is supportive of a majority of Pitney Bowes’
director nominees as well as our significant Board refreshment
program. Glass Lewis stated2:
- “To be sure, we view this year’s board-recommended refresh,
comprising three new directors with no apparent connections to any
other board members, one of whom was nominated by a large
shareholder, as a positive step forward.”
- “We believe [Mr. Brill’s] expertise in the nuances of the
shipping industry, with a focus on global ecommerce and
cross-border operations, will be particularly applicable to
following through on Pitney’s commitment of delivering profitable
growth in the GEC segment.”
- “Mr. Thomas also has nearly two decades working in banking
where he held various capital markets roles, which we believe makes
him well suited to help the Pitney board formulate and implement
debt management strategies.”
However, we strongly disagree with certain aspects of Glass
Lewis’ voting recommendation and characterization of our Board as
“interlocked”. In fact, Mr. Lautenbach, Mr. Dutkowsky, and Ms.
Sanford worked at IBM, an organization with around 450,000
employees at the time, decades ago, and neither did they work
together, nor did they report to one another. Pitney Bowes has
always sought a proper balance of directors with institutional and
industry knowledge, as well as newer voices with fresh viewpoints
of the Company. Our refreshment program began in 2018 – not 2023 –
and the significant changes we have made since then reflect our
commitment to have a balanced mix of experience, skills, leadership
expertise, and new perspectives on our Board. We firmly believe
that Hestia’s campaign created false and misleading narratives
regarding our Board while seriously exaggerating the relevant
experience of its nominees.
Furthermore, as we have stated in previous communications, we
are not satisfied with our TSR, either. That said, Hestia’s
calculations of TSR create a misleading understanding of our peer
group, which we are pleased Glass Lewis commented on saying3, “…the
Dissident bases its relative performance analysis solely on other
logistics companies, including industry behemoths FedEx and UPS,
which we admit are not particularly comparable to Pitney given
their differences in scale and business lines.” While the COVID-19
pandemic, supply chain disruptions, and China lock-down have set us
back, Pitney Bowes strategic transformation is nearly complete, and
we firmly believe our shareholders will benefit from the necessary,
long-term investments we have made over the past decade.
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. 3 Permission to use
quotations neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20230428005296/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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