SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
February 18,2005 (February 14, 2005)
Date of Report (Date of earliest event reported)
Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-35796 06-0495050
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
World Headquarters
1 Elmcroft Road, Stamford, Connecticut 06926-0700
(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):
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
This Form 8-K is to describe ordinary course executive officer compensation
actions taken by the Executive Compensation Committee and the Board of Directors
of Pitney Bowes Inc. (the "Committee"). Details of the terms of compensation for
the Named Executive Officers are set forth in the attached exhibit.
At its meeting on February 14, 2005, the Committee took the following actions
with respect to the compensation of the Company's Named Executive Officers (as
defined in Regulation S-K item 402(a)(3))1:
------------------------------------ -------------- -------------- --------------- ----------- --------------
CIU Payout 2005 2005-2007
Executive Officer 2005 Salary 2004 Bonus 2002-2004 Stock Cycle CIU
(1) (2) Cycle (2) Option Grant #
Grant #
(3)
------------------------------------ -------------- -------------- --------------- ----------- --------------
Michael J Critelli $970,000 $1,349,205 $1,450,000 200,000 1,500,000
Chairman and Chief Executive
Officer
------------------------------------ -------------- -------------- --------------- ----------- --------------
Murray D. Martin $700,000 $788,000 $688,750 100,000 700,000
President and Chief Operating
Officer
------------------------------------ -------------- -------------- --------------- ----------- --------------
Bruce P. Nolop $550,000 $403,884 $507,500 70,000 550,000
Executive Vice President
and Chief Financial Officer
------------------------------------ -------------- -------------- --------------- ----------- --------------
Michele Coleman Mayes $450,000 $254,885 $154,667 50,000 200,000
Senior Vice President and
General Counsel
------------------------------------ -------------- -------------- --------------- ----------- --------------
(1) All salaries are effective March 1, 2005, except for Mr. Martin. Mr.
Martin's salary remains unchanged from that established on October 1,
2004.
(2) Annual incentive payments and Cash Incentive Units (CIU's) are awarded
pursuant to the Key Employee Incentive Plan. All executives, including
the Named Executive Officers, are eligible for annual incentives for
achieving challenging financial and strategic objectives that are
established at the beginning of the year. CIU's are granted annually
based on the achievement of pre-established financial objectives over a
three-year performance period. As part of its 2004 review, the
Committee concluded that a Total Shareholder Return ("TSR") modifier
should be incorporated in the calculation of the CIU value beginning
with the 2005-2007 cycle. The objective of the TSR modifier is to
balance the measurement of performance on the internal financial
objectives with the measurement of the stockholder value created by
meeting those objectives.
(3) The stock option grant is pursuant to the Pitney Bowes Stock Plan.
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1 The fifth Named Executive Officer for Pitney Bowes as of December 31, 2004,
Matthew Kissner, is no longer employed at the company. Actions taken related to
Mr. Kissner are in accordance with the terms of his separation agreement,
previously filed under a Form 8-K dated December 22, 2004.
The company intends to provide additional information regarding the compensation
awarded to the Named Executive Officers in respect of and during the year ended
December 31, 2004 in the proxy statement for the company's 2005 annual meeting
of stockholders.
Item 9.01 Financial Statements and Exhibits
Exhibits
10.1 Terms of Employment Arrangements for Named Executive
Officers for 2005
SIGNATURE
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 thereunto duly authorized.
Pitney Bowes Inc.
Date: February 18, 2005
By /s/ A.C. Corn
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A.C. Corn
Vice President, Secretary &
Chief Governance Officer
Exhibit 10.1
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Terms of Employment Arrangements for the Named Executive Officers for 2005
Effective March 1, 2005, the named executive officers are scheduled to receive
the following in base salary compensation: Michael Critelli (Chairman and Chief
Executive Officer), $970,000; Bruce Nolop (Executive Vice President and Chief
Financial Officer), $550,000; and Michele Coleman Mayes (Senior Vice President
and General Counsel), $450,000. The salary of Murray Martin (President and Chief
Operating Officer), remains unchanged at $700,000. Ms. Mayes is also eligible to
receive an additional retention bonus of $75,000 at the end of 2005 if her
individual performance is at or above targeted levels.
Each is eligible to receive both an annual incentive bonus and Cash Incentive
Units (CIU's) pursuant to the Key Employees' Incentive Plan, as amended and
restated. In addition each is eligible to receive other equity compensation,
including stock options, pursuant to the Pitney Bowes Stock Plan, as amended.
Each of the Named Executive Officers are also eligible for the benefits of the
Pitney Bowes Inc. Deferred Incentive Savings Plan, and the Pitney Bowes
Severance Plan and Pitney Bowes Senior Executive Severance Policy. The Company
also provides the Named Executive Officers with financial counseling services.
Each of the Named Executive Officers may receive some or all of other additional
benefits, including car allowance and family travel benefits. The value of the
financial counseling services and the other benefits actually used by the Named
Executive Officers will be disclosed as appropriate in the company's Proxy
Statement.
None of the Named Executive Officers have formal written employment agreements
and each are subject to at-will employment arrangements.