PITNEY BOWES INC /DE/
For the period ended May 13, 2025. Filed Mar 27, 2025.
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May 13, 2025 · Filed Mar 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials |
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Stamford, Connecticut 06926
Notice of the 2025 Annual Meeting
and Proxy Statement
Dear Fellow Stockholder:
Thank you for your interest and investment in Pitney Bowes. I believe this is an incredibly exciting point in the Company’s storied history.
Since becoming Chief Executive Officer in May 2024, I have worked closely with my colleagues and fellow Board members to lay a foundation for a value-enhancing transformation of this iconic, nearly 105-year-old business. I knew when taking on the role that Pitney Bowes had a long track record of successfully evolving and transforming with the times. As I reflect back on last year and look ahead to 2025, it’s clear that these attributes remain an integral part of our DNA.
Last year, we laid out an ambitious plan to strengthen Pitney Bowes’ financial position and renew the Company’s focus on its core, cash-generating segments. Our plan included identifying the best path to divesting the Global Ecommerce segment, cutting non-essential expenses, optimizing our capital position and repatriating cash, and deleveraging the balance sheet. We made progress against every aspect of our plan, resulting in very strong total shareholder returns and a pathway to long-term value.
From a corporate governance standpoint, we completed the reconstitution of the Company’s Board last year. Specifically, we added a number of new Board members with skills and backgrounds aligned to our primary needs in areas such as capital allocation, finance, sales, technology, and transformations. We also engaged with many of you to help inform changes to the Company’s disclosure practices, investor relations processes and strategic priorities. All of this feedback was invaluable.
In terms of where we stand today, we have a much stronger balance sheet – with no debt maturing over the near term – and significantly improved free cash flow. We have flexibility to return cash to shareholders, and that is going to be a core element of how we think about capital allocation going forward.
Looking ahead, we will continue working hard to achieve our strong 2025 full-year financial guidance. Our emphasis on efficient operations and pursuing pockets of profitable growth in SendTech and Presort represent a viable blueprint for success. I’m excited to work with the rest of our management team, including new Chief Financial Officer Bob Gold, to implement our blueprint. As we do, Pitney Bowes’ watchwords will be simplicity, speed and sales.
There are many compelling opportunities in front of us. On behalf of everyone at Pitney Bowes, I thank you for your support as we pursue them.
Sincerely,
Lance Rosenzweig
Chief Executive Officer and Director
Stamford, Connecticut
March 27, 2025
Notice of Annual Meeting of Stockholders:
We are pleased to provide notice of the 2025 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) of Pitney Bowes Inc. (the “Company”), scheduled to be held virtually on Tuesday, May 13, 2025 at 10:00 a.m. Eastern Time.
| Time and Date: | Tuesday, May 13, 2025 at 10:00 a.m. Eastern Time |
| Place: | Via live webcast by visiting www.virtualshareholdermeeting.com/PBI2025 |
| Record Date: | The close of business on March 17, 2025 |
| Items of Business: | As described in the accompanying Proxy Statement detailing the business to be conducted at the Annual Meeting (the “Proxy Statement”), the holders of our Common Stock will be asked to vote upon the following items of business at the Annual Meeting: 1. Election of seven director nominees to our Board of Directors (the “Board”); 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2025; 3. Non-binding advisory vote to approve executive compensation; 4. Approval of the Amended Pitney Bowes Inc. 2024 Stock Plan. Stockholders will also act on such other matters as may properly come before the Annual Meeting. |
| Voting: | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible so that your voice is heard. We urge you to VOTE TODAY by following the instructions on the enclosed proxy card to vote by Internet at www.proxyvote.com, or by completing and returning the enclosed proxy card in the postage-paid envelope provided. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit an enclosed proxy card, even if their shares were sold after such date. More information on voting your proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on the proxy card. |
| Attendance and Participation at the Meeting: | Stockholders as of the Record Date will be able to attend the virtual Annual Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote. More information on attending the Annual Meeting can be found in the accompanying Proxy Statement. |
We thank you for your continued support of our Company and look forward to your participation at our Annual Meeting.
By Order of the Board of Directors,
Lauren Freeman-Bosworth
Executive Vice President, General Counsel and Corporate Secretary
March 27, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held On May 13, 2025: The Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are currently available for viewing online free of charge atwww.pitneybowes.com under the caption “Investor Relations” or atwww.proxyvote.com.
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