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Pitney Bowes Board Commits to Key Governance Enhancements

Press release from the issuing company

Will Submit a Proposal to Allow Shareholders to Call Special Meetings

Will Adopt Proxy Access Bylaws

STAMFORD, Conn. - Pitney Bowes (the “Company”), a global shipping and mailing company that provides technology, logistics, and financial services, today announced that its Board of Directors has approved two key governance enhancements. These changes reflect the Company’s ongoing commitment to best corporate governance practices.

The Board will submit a proposal at the 2024 annual meeting of shareholders to amend the Company’s certificate of incorporation to give shareholders the right to call special meetings of shareholders. If the proposal is approved, shareholders holding at least 25% of the outstanding shares of Company common stock may call a special meeting, provided that shareholders comply with customary procedures and requirements.

The Board has also approved the adoption of proxy access bylaws, which will allow shareholders to include their own director nominees in the Company’s proxy materials for its annual meetings. The proxy access bylaws will give a shareholder, or group of up to 20 shareholders, who own at least 3% of the Company’s outstanding shares of common stock continuously for three years the right to nominate the greater of two candidates or 20% of the Board for inclusion in the Company’s proxy materials, provided that shareholders comply with customary procedures and requirements. These bylaws will be adopted following the conclusion of the 2023 annual meeting of shareholders.

Bob Dutkowsky, Chair of the Board of Pitney Bowes, said “We believe that these changes are in the best interests of all shareholders and represent best practice in regards to corporate governance. They offer more avenues for our shareholders to directly opine on Board composition and hold us accountable. We continue to engage as always with our shareholders to understand their points of view.”

The Board continues to believe that its eight director nominees and Hestia nominee Katie May are the right Board to lead the Company forward and to drive Pitney Bowes’ strategic transformation and create sustainable value for shareholders.

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 enclosed 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 enclosed 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.

 

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