UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2025, the stockholders of Pitney Bowes Inc. (the “Company”) approved the Amended Pitney Bowes Inc. 2024 Stock Plan (the “Amended 2024 Plan”). As further described below under Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the Amended 2024 Plan at the Company’s Annual Meeting of Stockholders that was held on May 13, 2025 (the “Annual Meeting”).
The approval of the Amended 2024 Plan is described in more detail in the section titled “Proposal 4: Approval of the Amended Pitney Bowes Inc. 2024 Stock Plan” in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”), and such description is incorporated herein by reference.
The foregoing description of the Amended 2024 Plan does not purport to be a complete description of all provisions of the Amended 2024 Plan and is qualified in its entirety by reference to the full text of the Amended 2024 Plan, which is set forth in Annex A to the Proxy Statement and incorporated into this Item 5.02 by reference.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The Company held the Annual Meeting on May 13, 2025. |
| (b) | Each of the matters submitted to the stockholders was approved by the requisite voting power required for approval of the respective proposal. 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 at the Annual Meeting received the number of votes reported below:
| Director Nominee |
Vote For | Vote Against | Abstain | Broker Non-Vote | ||||||||||||
| Milena Alberti-Perez |
105,618,592 | 6,540,619 | 672,085 | 30,006,338 | ||||||||||||
| Paul Evans |
105,802,695 | 6,334,239 | 694,362 | 30,006,338 | ||||||||||||
| Todd Everett |
104,970,377 | 7,165,971 | 694,948 | 30,006,338 | ||||||||||||
| Catherine Levene |
103,652,496 | 8,498,484 | 680,316 | 30,006,338 | ||||||||||||
| Lance Rosenzweig |
107,261,875 | 5,155,994 | 413,427 | 30,006,338 | ||||||||||||
| Julie Schoenfeld |
104,988,526 | 7,163,541 | 679,229 | 30,006,338 | ||||||||||||
| Kurt Wolf |
108,238,889 | 4,309,444 | 282,963 | 30,006,338 | ||||||||||||
Accordingly, Ms. Alberti-Perez, Mr. Evans, Mr. Everett, Ms. Levene, Mr. Rosenzweig, Ms. Schoenfeld and Mr. Wolf were elected to serve as directors of the Company for a one-year term expiring at the 2026 Annual Meeting of Stockholders.
Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2025
The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025 was ratified. The voting results were as follows:
| Vote For |
Vote Against |
Abstain |
Broker Non-Vote | |||
| 140,805,486 | 1,816,016 | 216,132 | — |
Proposal 3 – 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 | |||
| 103,261,520 | 9,226,459 | 343,317 | 30,006,338 |
The Board and the Executive Compensation Committee will consider the voting results when making future decisions regarding the executive compensation program.
Proposal 4 – Approval of the Amended Pitney Bowes Inc. 2024 Stock Plan
The Amended Pitney Bowes Inc. 2024 Stock Plan was approved. The voting results were as follows:
| Vote For |
Vote Against |
Abstain |
Broker Non-Vote | |||
| 93,945,926 | 18,584,170 | 301,200 | 30,006,338 |
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. | ||||
| May 14, 2025 | ||||
| /s/ Lauren Freeman-Bosworth | ||||
| Lauren Freeman-Bosworth | ||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||