Document


 
 
 

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 08, 2018 (May 7, 2018)
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.)
3001 Summer Street
Stamford, Connecticut 06926
(Address of principal executive offices)
(203) 356-5000
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o










ITEM 5.07  Submission of Matters to a Vote of Security Holders.
 
 
(a)
The Company’s Annual Meeting was held on May 7, 2018.

 
 
(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 following individuals were elected to serve as directors of the Company for a one-year term expiring at the 2019 Annual Meeting of Stockholders.
 
 
 
 
 
 
Director Nominee
Vote For
Vote Against
Abstain
Broker Non-Vote
Linda G. Alvarado
128,118,294
5,539,596
293,273
26,872,487
Anne M. Busquet
130,607,345
3,028,793
315,025
26,872,487
Roger Fradin
130,989,337
2,636,387
325,439
26,872,487
Anne Sutherland Fuchs
130,621,831
3,021,763
307,569
26,872,487
S. Douglas Hutcheson
130,925,609
2,693,867
331,687
26,872,487
Marc B. Lautenbach
130,251,624
2,748,344
951,195
26,872,487
Eduardo R. Menascé
128,688,575
4,934,390
328,198
26,872,487
Michael I. Roth
110,314,312
23,317,230
319,621
26,872,487
Linda Sanford
131,437,386
2,189,648
324,129
26,872,487
David L. Shedlarz
127,343,962
6,273,276
333,925
26,872,487
David B. Snow, Jr.
130,249,419
3,386,588
315,156
26,872,487
Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2018
The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2018 was ratified. The voting results were as follows:

 
 
 
 
 
Vote For
Vote Against
Abstain
Broker Non-Vote
155,988,580
4,357,896
477,174
0
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
125,328,046
7,402,950
1,220,167
26,872,487
The board of directors and the Executive Compensation Committee will consider the voting results when making future decisions regarding the executive compensation program.

Proposal 4 – Approval of the Pitney Bowes Inc. 2018 Stock Plan
The vote to approve the Pitney Bowes Inc. 2018 Stock Plan was approved. The voting results were as follows:
 
 
 
 
 
Vote For
Vote Against
Abstain
Broker Non-Vote
119,758,987
12,912,926
1,279,250
26,872,487








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Pitney Bowes Inc.
 
 
May 8, 2018
 
 
/s/ Daniel Goldstein
 
Daniel Goldstein
 
Executive Vice President, Chief Legal Officer and Corporate Secretary