Pitney Bowes (PBI) Proxy Filing summary

Executive summary

• CEO transition in 2024 with Lance Rosenzweig appointed as interim and then permanent CEO, driving a strategic transformation focused on cost rationalization, cash optimization, and balance sheet deleveraging.

• Divestiture and wind-down of the Global Ecommerce segment, resulting in improved profitability and cash flow.

• Strong 2024 financial results: 70.63% total shareholder return, $2.027B revenue (down 3%), adjusted EPS of $0.82 (up 34%), and $290M free cash flow.

• Board reconstitution with new members bringing expertise in finance, technology, and transformation.

• Enhanced capital allocation flexibility, with a focus on returning cash to shareholders.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditors for 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of the Amended 2024 Stock Plan, increasing shares issuable by 7.5 million.

• Shareholder proposals and nominations for 2026 require advance notice and compliance with by-laws.

Board of directors and corporate governance

• Board expanded to seven members in 2024, with a mix of new and continuing directors.

• Separation of Chair and CEO roles; Milena Alberti-Perez serves as Non-Executive Chair.

• All directors except the CEO are independent; board committees are fully independent.

• Board committees: Audit, Executive Compensation, Governance, and Value Enhancement (VEC).

• Board and committee meetings increased in 2024 to address strategic transformation.

• Board skills include finance, technology, capital markets, and transformation.