PITNEY BOWES INC /DE/
For the period ended May 12, 2026. Filed Mar 30, 2026.
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May 12, 2026 · Filed Mar 30, 2026
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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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Shelton, Connecticut 06484
Notice of the 2026 Annual Meeting
and Proxy Statement
Dear Fellow Stockholder:
Thank you for your interest and investment in Pitney Bowes. As we reflect on 2025, I believe we have made meaningful progress on rebuilding the Company’s foundation. My first involvement with Pitney Bowes was as a shareholder and an investor. In my time as a Board member, and now as CEO, I continue to wear that investor hat, and to think intentionally about maximizing shareholder value. When I took on the CEO role, I was clear-eyed about the challenges ahead and equally clear-eyed about the opportunities in front of us. I am proud to say that we have made tangible, measurable progress on both fronts.
In 2025, we took decisive action to strengthen our leadership team, streamline our organization, and fortify our balance sheet — while delivering strong financial results. Over the last year, I have made significant changes to my senior leadership team, including appointing Paul Evans as CFO, Todd Everett as President of SendTech, and Steve Fischer as President of The Pitney Bowes Bank. We also realigned the Board, bringing on Peter Brimm and Wayne Walker as directors, and with Brent Rosenthal stepping into the Non-Executive Chair role, all measures designed to bring directors with the skills the Company needs for this moment in its transformation to the Board.
We implemented over $50 million in annualized cost savings, exited our Stamford corporate headquarters in favor of a more collaborative environment in Shelton, and eliminated the Pitney Bowes Global Financial Services structure that had created inefficiencies across the organization. Financially, we grew our EBIT and free cash flow — all while returning significant capital to shareholders via our $750 million share repurchase program which improved EPS.
On the capital allocation front, we repurchased approximately 20% of our outstanding shares and increased our quarterly dividend by 80% over the course of the year. We also strengthened our balance sheet through the issuance of low-cost convertible debt, an upsized revolving credit facility, and the retirement of higher-interest debt at a discount. We ended the year below our 3.0x leverage target, and in the fourth quarter, we started the process of exiting our U.S., Canadian, and two smaller European pension plans by entering into annuity contracts with insurance carriers that transfer future risk.
Looking ahead to 2026, our core businesses — Presort and SendTech — are well-positioned to generate strong earnings and cash flow even as we navigate ongoing revenue headwinds and a more uncertain macroeconomic environment. In Presort, we are aggressively pursuing volume wins and accretive tuck-in acquisitions, leveraging our unmatched national network and industry-leading cost structure. In SendTech, Todd Everett and our revamped leadership team are developing strategies to slow the rate of mailing decline and unlock profitable growth in shipping. And at The Pitney Bowes Bank, Steve Fischer is focused on responsibly growing a unique and underleveraged asset that serves a diverse and large base of long-tenured customers.
The work is not finished, but the foundation is strong. On behalf of everyone at Pitney Bowes, I thank you for your continued support and confidence as we build on the progress of 2025.
Sincerely,
Kurt Wolf
Chief Executive Officer and Director
Shelton, Connecticut
March 30, 2026
Notice of Annual Meeting of Stockholders:
We are pleased to provide notice of the 2026 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 12, 2026 at 10:00 a.m. Eastern Time.
| Time and Date: | Tuesday, May 12, 2026 at 10:00 a.m. Eastern Time |
| Place: | Via live webcast by visiting www.virtualshareholdermeeting.com/PBI2026 |
| Record Date: | The close of business on March 16, 2026 |
| 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 five directors to serve until the 2027 Annual Meeting of Stockholders to our Board of Directors (the “Board”); 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2026; 3. Non-binding advisory vote to approve executive compensation;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 30, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held On May 12, 2026: The Proxy Statement and the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 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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