Pitney Bowes Inc 8-K, filed May 7, 2020
Pitney Bowes Inc (PBI)
8-K
2020-05-07
For: 2020-05-04
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Added on
April 07, 2026
About this 8-K
Pitney Bowes Inc filed this 8-K on May 7, 2020, reporting on events of May 4, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting was held on May 4, 2020.
(b) The results of the voting on the matters submitted to the stockholders are as follows:
Proposal 1 – Election of Directors
The nominees for election to the board of directors (the “Board”) of the Company at the Annual Meeting received the number of votes reported below:
Director Nominee | Vote For | Vote Against | Abstain | Broker Non-Vote |
Anne M. Busquet | 97,644,066 | 10,954,484 | 463,332 | 31,921,900 |
Robert M. Dutkowsky | 94,353,929 | 14,218,608 | 489,345 | 31,921,900 |
Anne Sutherland Fuchs | 97,464,240 | 11,144,006 | 453,636 | 31,921,900 |
Mary J. Steele Guilfoile | 99,994,491 | 8,625,568 | 441,823 | 31,921,900 |
S. Douglas Hutcheson | 100,449,387 | 8,098,865 | 513,630 | 31,921,900 |
Marc B. Lautenbach | 99,338,821 | 9,211,313 | 511,748 | 31,921,900 |
Michael I. Roth | 43,029,434 | 65,532,007 | 500,441 | 31,921,900 |
Linda Sanford | 98,988,782 | 9,632,372 | 440,728 | 31,921,900 |
David L. Shedlarz | 98,739,316 | 9,834,040 | 488,526 | 31,921,900 |
Accordingly, Ms. Busquet, Mr. Dutkowsky, Ms. Fuchs, Ms. Guilfoile, Mr. Hutcheson, Mr. Lautenbach, Ms. Sanford, and Mr. Shedlarz were elected to serve as directors of the Company for a one-year term expiring at the 2021 Annual Meeting of Stockholders.
Mr. Roth did not receive a majority of the votes cast in the affirmative and, pursuant to the terms of the Company’s Amended and Restated By-laws and its Governance Principles, tendered his resignation to the Board, with the effectiveness of such resignation being conditioned on the Board's acceptance of such resignation. The Company believes that Mr. Roth’s failure to receive the support of a majority of votes cast for his election was due to his service as the Chairman and Chief Executive Officer of a publicly traded company, his service on the Company’s Board and his service on the board of directors of one additional publicly traded company, which resulted in a concern among stockholders holding a significant number of shares of the Company's common stock. The Company does not believe it was based on any specific concern regarding Mr. Roth’s performance. The Governance Committee will consider Mr. Roth’s tendered resignation and make a recommendation to the Board on whether to accept or reject such tendered resignation, or whether other action should be taken. After considering the Governance Committee’s recommendation, the Board will take action with respect to Mr. Roth’s tendered resignation and publicly disclose its decision through the filing of a Current Report on Form 8-K within 90 days from the date of the certification of the election results.
Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2020
The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2020 was ratified. The voting results were as follows:
Vote For | Vote Against | Abstain | Broker Non-Vote |
135,351,090 | 5,076,333 | 556,359 | 0 |
Proposal 3 – A Non-binding Advisory Vote to Approve Executive Compensation
The advisory vote on executive compensation was approved. The voting results were as follows:
Vote For | Vote Against | Abstain | Broker Non-Vote |
94,658,480 | 113,112,599 | 1,290,803 | 31,921,900 |
The board of directors and the Executive Compensation Committee will consider the voting results when making future decisions regarding the executive compensation program.
Proposal 4 – Approval of the Second Amendment to and Restatement of the Pitney Bowes Inc. 2018 Stock Plan
The vote to approve the Second Amendment to and Restatement of the Pitney Bowes Inc. 2018 Stock Plan was approved. The voting results were as follows:
Vote For | Vote Against | Abstain | Broker Non-Vote |
91,525,350 | 16,190,532 | 1,346,000 | 31,921,900 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pitney Bowes Inc. | ||
By: | /s/ Daniel Goldstein | |
Name: Daniel Goldstein | ||
Date: May 7, 2020 | Title: Executive Vice President, Chief Legal Officer and Corporate Secretary | |