Key Summary: In December 2022, Hestia Capital aimed to revamp Pitney Bowes' Board by nominating new directors. It withdrew some nominees in March 2023. On May 9, 2023, Hestia Capital's director nominees—Ms. Alberti-Perez, Mr. Everett, Ms. May, and Mr. Wolf—were elected to the Company's nine-member Board of Directors. On April 4, 2024, Lance E. Rosenzweig was appointed as an independent director to replace William S. Simon.Market Cap: $702 million | Pitney Bowes Inc., a shipping and mailing company, provides technology, logistics, and financial services to small and medium-sized businesses, large enterprises, retailers, and government clients in the United States, Canada, and internationally.
On December 12, 2022, Hestia Capital (7.2%) issued a press release announcing its intent to overhaul the Board, following years of value destruction under the Board’s Chairman, Michael Roth, and the company’s CEO, Marc B. Lautenbach, by nominating a majority slate of director candidates to the Board, including a highly-qualified proposed interim CEO.
On January 23, 2023, Hestia Capital issued a presentation titled “Pitney Bowes’ Failings During the Roth-Lautenbach Era” that details a sampling of current leadership’s failings that have led to significant stockholder value destruction. It has nominated seven candidates for election to the Board at the 2023 AGM.
On February 27, 2023, Hestia Capital filed proxy materials seeking support for its nominees.
On March 6, 2023, Hestia Capital withdrew its nomination of Messrs. Grassi and McBride as nominees for election at the annual meeting. With the withdrawal, Hestia Capital intends to solicit proxies to elect the remaining five nominees to the Board at the annual meeting. Source
On March 16, 2023, Hestia launched a website to communicate with stockholders of the Company regarding the Annual Meeting. The website address is www.TransformPitneyBowes.com. Source
On April 4, 2023, Hestia's Interim CEO candidate, Lance Rosenzweig sent a letter to the shareholders that includes turnaround strategy designed to lift share price above $15 in coming years
On April 6, 2023, Hestia Capital (8.5%) issued an open letter to employees of the company expressing its enthusiasm for bringing stability to the company and all its stakeholders. It stated that it nominees are committed to: Increasing investment in, and improving profitability at, SendTech and Presort; cutting excessive corporate costs; improving profitability of, and reviewing strategic alternatives for, Global Ecommerce; and establishing a capital allocation policy that reduces debt and retains the dividend.
On April 11, 2023, Hestia issued an Investor Presentation titled “Transform Pitney Bowes” reiterating its detailed six-pillar plan for the company that targets a $15+ stock price in the coming years.
On April 19, 2023, Hestia issued a Rebuttal Investor Presentation titled “Facts that Reinforce the Urgent Case for Change at Pitney Bowes”
On April 27, 2023, Hestia announced that ISS recommended shareholders support meaningful boardroom change by voting for Milena Alberti-Perez, Todd Everett, Katie May and Kurt Wolf at the Company’s 2023 AGM. Source
On May 1, 2023, Hestia announced that Glass Lewis recommended shareholders support meaningful boardroom change by voting for Milena Alberti-Perez, Todd Everett, Katie May and Kurt Wolf at the Company’s 2023 AGM. Source
On May 2, 2023, Hestia announced that Egan-Jones recommended shareholders support meaningful boardroom change by voting for all five nominees of Hestia Capital at the Company’s 2023 AGM. Source
According to the preliminary voting results announced on May 9, 2023, Hestia Capital’s director nominees, Ms. Alberti-Perez, Mr. Everett, Ms. May and Mr. Wolf, were elected to the Company’s nine-member Board of Directors. Source
On April 4, 2024, the company appointed Lance E. Rosenzweig as an independent director to fill the vacancy left by William S. Simon's resignation. This appointment was made in accordance with the company's By-Laws and the Cooperation Agreement with Hestia Capital. Rosenzweig will replace Simon as a Replacement Director and take on his roles on Board committees until the 2024 Annual Meeting, where he will be nominated for election to the Board. Source
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