FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 3, 2022 · 4y ago · Accession 0000078814-22-000009

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2022 Date of Report (Date of earliest event reported) Pitney Bowes Inc . (Exact name of registrant as specified in its charter) Delaware 1-3579 06-0495050 (State or other jurisdiction of incorporation or organization) (Commission file number) (I.R.S. Employer Identification No.) Address: 3001 Summer Street, Stamford, Connecticut 06926 Telephone Number: (203) 356-5000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $1 par value per share PBI New York Stock Exchange 6.70% Notes due 2043 PBI.PRB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐ ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Pitney Bowes Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on May 2, 2022. (b) Each of the matters submitted to the stockholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the stockholders are as follows: Proposal 1 - Election of Directors The nomineeds for election to the board of directors (the "Board") of the Company at the Annual Meeting received the number of votes reported below: Director Nominee Vote For Vote Against Abstain Broker Non-Vote Anne M. Busquet 107,872,479 6,299,495 2,093,506 23,965,071 Robert M. Dutkowsky 100,030,658 14,097,867 2,136,955 23,965,071 Mary J. Steele Guilfoile 108,414,501 5,749,376 2,101,603 23,965,071 S. Douglas Hutcheson 109,231,046 4,409,898 2,624,536 23,965,071 Marc B. Lautenbach 109,359,171 5,078,426 1,827,883 23,965,071 Michael I. Roth 107,530,311 6,650,363 2,084,806 23,965,071 Linda S. Sanford 108,960,965 5,214,406 2,090,109 23,965,071 David L. Shedlarz 107,672,215 6,459,213 2,134,052 23,965,071 Sheila A. Stamps 108,809,075 5,383,307 2,073,098 23,965,071 Accordingly, Ms. Busquet, Mr. Dutkowsky, Ms. Guilfoile, Mr. Hutcheson, Mr. Lautenbach, Mr. Roth, Ms. Sanford, Mr. Shedlarz and Ms. Stamps were elected to serve as directors of the Company for a one-year term expiring at the 2023 Annual Meeting of Stockholders. Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2022 The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2022 was ratified. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 135,623,571 2,961,382 1,645,598 — Proposal 3 – A Non-binding Advisory Vote to Approve Executive Compensation The advisory vote on executive compensation was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 104,025,777 11,204,993 1,034,710 23,965,071 The Board and the Executive Compensation Committee will consider the voting results when making future decisions regarding the executive compensation program. Proposal 4 – Approval of the Second Amendment to and Restatement of the Pitney Bowes Inc. 2018 Stock Plan The vote to approve the Second Amendment to and Restatement of the Pitney Bowes Inc. 2018 Stock Plan was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 66,618,916 46,310,539 3,336,025 23,965,071 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Pitney Bowes Inc. By: /s/ Daniel Goldstein Name: Daniel Goldstein Date: May 2, 2022 Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
Filing details
Ticker
PBI-PB
CIK
78814
Form type
8-K
Filing date
May 3, 2022
Report date
May 2, 2022
Document
pbi-20220502.htm
Size
230 KB