Pitney Bowes (PBI) Proxy filing summary

Executive summary

• Achieved significant progress in 2025, including leadership changes, cost savings of over $50 million, and a $750 million share repurchase program, resulting in improved EPS and free cash flow.

• Strengthened balance sheet by issuing low-cost convertible debt, increasing the revolving credit facility, and retiring higher-interest debt.

• Exited inefficient structures and realigned the Board, adding directors with expertise in capital allocation, technology, and governance.

• Core businesses, Presort and SendTech, are positioned for strong earnings and cash flow in 2026 despite revenue headwinds.

• Initiated pension risk transfer by entering annuity contracts to exit several pension plans.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors, ratification of PricewaterhouseCoopers LLP as independent auditors for 2026, and a non-binding advisory vote on executive compensation.

• Proxy access allows shareholders holding at least 3% of stock for 3 years to nominate up to 20% of the Board.

• Proposals require a majority of votes cast for approval; broker non-votes and abstentions are not counted as votes cast.

Board of directors and corporate governance

• Board consists of five members, with a focus on skills in capital allocation, technology, governance, and transformation.

• Chair and CEO roles are separated; all directors except the CEO are independent.

• Board committees (Audit, Executive Compensation, Governance) are composed entirely of independent directors.

• Board refreshment included new appointments and use of an executive search firm to ensure needed expertise.

• Directors are subject to stock ownership guidelines and prohibited from hedging or pledging company stock.