Press release from the issuing company
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
STAMFORD, Conn. - Pitney Bowes (the “Company”), 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:
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:
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 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 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.
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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