Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 05 2023 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
PITNEY BOWES INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
HESTIA CAPITAL PARTNERS LP
HELIOS I, LP
HESTIA CAPITAL PARTNERS GP, LLC
HESTIA CAPITAL MANAGEMENT, LLC
KURTIS J. WOLF
MILENA ALBERTI-PEREZ
TODD A. EVERETT
KATIE A. MAY
LANCE E. ROSENZWEIG
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Hestia Capital Partners,
LP (“Hestia Capital”), together with the other participants named herein (collectively, “Hestia”), has filed a
definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”)
to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 annual meeting of stockholders
(the “Annual Meeting”) of Pitney Bowes Inc., a Delaware corporation (the “Company”).
On May 5, 2023, Kurt Wolf
of Hestia sent the following message via email to certain stockholders of the Company:
As you likely saw, Pitney
Bowes announced Q1 financial results and certain corporate governance changes yesterday. We do not believe it’s in the best interest
of the Company and its stakeholders for us to issue a press release in reaction to these announcements. Our campaign is based on long-term
issues, and we don’t believe one more negative quarter bolsters our case, just as we don’t believe last-minute governance
modifications hurt it.
We recognize that a lot
of information has been shared in recent months and that your decision-making process regarding voting is multi-faceted, rigorous and
focused on much more than any one quarter. While we won’t be commenting on yesterday’s news, we will continue to make ourselves
available if you have any questions heading into this year’s Annual General Meeting.
Thank you for your consideration
and your thoughtful engagement during our recent call,
Kurt
Pitney Bowes (NYSE:PBI)
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