Pitney Bowes Inc 8-K, filed May 12, 2023
Pitney Bowes Inc (PBI)
About this 8-K
Pitney Bowes Inc filed this 8-K on May 12, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders (the “Annual Meeting”) of Pitney Bowes Inc. (the “Company”), the stockholders of the Company voted on the following proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed on March 14, 2023:
| 1. | To elect nine directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023; |
| 3. | To approve, on a non-binding or advisory basis, the compensation of the Company’s named executive officers; and |
| 4. | To approve, on a non-binding or advisory basis, that the advisory vote to approve executive compensation occur every year. |
On May 12, 2023, the Inspector of Election issued its final report which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.
Each stockholder of record is entitled to one vote per share of common stock. On March 10, 2023, the record date for the Annual Meeting (the “Record Date”), there were 175,315,880 votes underlying the issued and outstanding shares of common stock. Present at the Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 137,002,108 votes, or 78.15% of the voting power underlying the issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
| 1. | Election of Directors |
| Company Nominees | For | Withheld | ||
| Steve Brill |
125,117,108 | 11,772,549 | ||
| Anne M. Busquet |
37,222,882 | 99,281,936 | ||
| Robert M. Dutkowsky |
49,450,414 | 87,048,807 | ||
| Mary J. Steele Guilfoile |
124,224,090 | 12,647,160 | ||
| Marc B. Lautenbach |
85,048,642 | 51,435,922 | ||
| Linda S. Sanford |
54,536,652 | 81,959,667 | ||
| Sheila A. Stamps |
124,571,171 | 12,308,584 | ||
| Darrell Thomas |
124,494,306 | 12,368,216 |
| Hestia Capital Partners LP Nominees | For | Withheld | ||
| Katie A. May |
133,642,484 | 3,287,846 | ||
| Milena Alberti-Perez |
90,338,096 | 45,191,549 | ||
| Todd Everett |
89,099,102 | 46,424,365 | ||
| Lance Rosenzweig |
55,401,174 | 80,125,197 | ||
| Kurt Wolf |
78,814,898 | 56,694,964 |
The stockholders voted to elect Steve Brill, Sheila Stamps, Darrell Thomas, Mary J. Steele Guilfoile, Marc B. Lautenbach, Katie A. May, Milena Alberti-Perez, Todd Everett, and Kurt Wolf as directors to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.
| 2. | Ratification of PwC as Independent Public Accounting Firm |
| For |
Against |
Abstained | ||
| 118,943,905 | 8,297,390 | 9,760,813 |
The stockholders voted to approve the ratification of PwC as the independent public accounting firm.
| 3. | Non-Binding Advisory Vote on Compensation of Named Executive Officers |
| For |
Against |
Abstained | ||
| 62,603,412 | 72,065,565 | 2,333,131 |
The stockholders voted against the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| 4. | Non-Binding Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation |
| 1 year |
2 years |
3 years |
Abstained | |||
| 119,826,858 | 1,310,462 | 2,725,784 | 13,139,004 |
The stockholders voted to approve, on an advisory basis, that the advisory vote to approve executive compensation occurs every year.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Pitney Bowes, Inc. | ||||||
| Date: May 12, 2023 | ||||||
| By: | /s/ Daniel J. Goldstein | |||||
| Daniel J. Goldstein Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||