Pitney Bowes board issues letter to shareholders

Pitney Bowes issued a letter to Pitney Bowes shareholders in connection with the Company’s 2023 Annual Meeting of Shareholders to be held on May 9, .Robert M. Dutkowsky, Former Executive Chair, Tech Data, Director since: 2018 .At the Annual Meeting, activist investor Hestia Capital Management, is seeking to replace four of Pitney Bowes’ highly qualified directors with its own candidates, including its own founder, Kurt Wolf, and install one of its unqualified nominees, Lance Rosenzweig, as CEO of the Company. Pitney Bowes urges shareholders to vote FOR all Pitney Bowes nominees and Hestia nominee Katie May on the GOLD proxy card. Over the past five years. "Pitney Bowes has implemented numerous changes to ensure its current Board is comprised of a strong, engaged, and diverse set of directors, with a balanced mix of experience, skills, leadership expertise, and new perspectives. This includes adding six new independent directors and announcing the departure of eight longer tenured directors since 2018, illustrating the Company’s commitment to regular and ongoing Board refreshment, assuming the election of Katie May. Hestia refuses to acknowledge these rigorous and positive changes and is instead seeking to destabilize the Board, impede our strategic progress, and put shareholder value at risk. Under their proposal, the Board would have seven new directors out of nine to join the Board in 2023, in addition to four new committee chairs, a new Chairman, and a new unqualified CEO. This would mean that the Pitney Bowes Board would have an average tenure of approximately 0.9 years and potentially little to no understanding of the Company’s strategy, our transformation, and our business. Pitney Bowes’ recommended nominees are the right individuals to drive the Company forward, ensure the long-term success of the businesses, and enhance value for shareholders, It is apparent that, despite claiming to have a qualified interim CEO candidate since December 2022, Hestia has not been able to present one. Instead, Hestia defaulted to one of its previously named director nominees as a last resort when it disclosed Lance Rosenzweig as its CEO candidate earlier this week. To be clear, the Board does not believe that Mr. Rosenzweig is qualified to serve as a director of Pitney Bowes, much less as CEO, based on his history of poor performance and weak corporate governance track record, as well as his lack of shipping and logistics experience. The Board remains committed to Marc Lautenbach as CEO to realize the benefits of the Company transformation that they have overseen over the last ten years to position the business for long-term success and subsequently deliver significant value to shareholders."