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Pitney Bowes Elects Three Directors to Board, Declares Dividend

Tuesday, July 10, 2001

Press release from the issuing company

STAMFORD, Conn., July 9, 2001 - Today, the board of directors of Pitney Bowes Inc. (NYSE: PBI) elected Eduardo R. Menasce, President, Enterprise Solutions Group, Verizon Communications, Inc.; David L. Shedlarz, Executive Vice President and Chief Financial Officer, Pfizer Inc.; and Robert E. Weissman, retired Chairman, IMS Health, to the board, effective September 1, 2001. Mr. Menasce's responsibilities include managing the design, operation and maintenance of end-to-end network integrated solutions and oversight of all sales, marketing and service delivery for Verizon's largest business and government customers. Verizon Communications is one of the world's leading providers of high-growth communications services, with annual revenues of more than $65 billion. Mr. Menasce was elected to the class of directors on the Pitney Bowes board whose terms expire at the 2004 Annual Meeting. Mr. Shedlarz is responsible for guiding and directing Pfizer's financial operations. Pfizer Inc. is the world's largest pharmaceutical company with revenues in excess of $30 billion. Mr. Shedlarz's term expires at the 2003 Annual Meeting. Mr. Weissman served as chief executive officer for several public corporations, including Cognizant Corporation and Dun & Bradstreet Corporation, before retiring in January 2001 as chairman of IMS Health, the world's leading provider of information solutions to the pharmaceutical and healthcare industries. IMS spun off from Cognizant which itself was a spin-off of Dun & Bradstreet. Mr. Weissman's term expires at the 2002 Annual Meeting. "We are proud to have three seasoned leaders join our board," said Michael J. Critelli, chairman and CEO of Pitney Bowes. "I'm confident that their broad range of experience will be an asset to Pitney Bowes and our stockholders." In other board actions, the board of directors also approved a new policy regarding the company's stockholder Rights Plan. Under the new policy, the Governance Committee of the Board, comprised solely of independent directors, will review and evaluate the Rights Plan every three years to ensure that the plan continues to serve the best interests of the company and its stockholders. The process Pitney Bowes is adopting is often referred to as a "TIDE" (Three-year Independent Director Evaluation) and has been adopted by a number of Fortune 500 companies. This action reflects the Board's responsiveness to the stockholders, according to Mr. Critelli. "The Rights Plan was adopted to enable the Board to protect stockholders from coercive or unfair attempts to acquire control of the company. The Board recently conducted a review of the Plan, and concluded that it continues to serve the purposes for which it was designed. However, the Board believes that a formal and more frequent review of the Rights Plan by a committee of independent directors helps to address the wishes expressed by our stockholders." A stockholder proposal presented at the May 2001 annual meeting requesting that the rights either be redeemed or voted upon by the stockholders received approximately 40 percent of the votes outstanding and 52 percent of the votes cast by or on behalf of stockholders. Today, the Board also declared a quarterly cash dividend of the company's common stock of 29 cents per share, payable on September 12, 2001, to stockholders of record on August 24, 2001; a quarterly cash dividend of 53 cents per share on the company's $2.12 convertible preference stock, payable October 1, 2001, to stockholders of record September 14, 2001, and a quarterly cash dividend of 50 cents per share on the company's 4% convertible cumulative preferred stock, payable November 1, 2001, to stockholders of record October 12, 2001.

 

 

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