--- schema_version: "secwatch.filing_event.v1" accession: "0000078814-24-000031" form_type: "8-K" ticker: "PBI" cik: "0000078814" company_name: "PITNEY BOWES INC /DE/" filed_at: "2024-05-08T23:59:59+00:00" generated_at: "2026-06-02T14:42:46.680998+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Pitney Bowes shareholders approve 25% special meeting threshold; board adopts bylaw updates ## Summary - Proposal 3 passed: 99.5M votes for amendment enabling 25%+ owners to call special meetings. - Board amended bylaws: eliminated stockholder list at meetings, updated universal proxy rules, required non-white proxy cards. - Five directors elected: Alberti-Perez, Everett, Rosenzweig, Sutton, Wolf; each with >99M votes. - Advisory say-on-pay approved with 98.0M votes (96.4% of votes cast). - Employee Stock Purchase Plan shares increased; 2024 Stock Plan approved (92.2M for, 9.5M against). ## SEC filing metadata - accession: 0000078814-24-000031 - form_type: 8-K - ticker: PBI - cik: 0000078814 - company_name: PITNEY BOWES INC /DE/ - filed_at: 2024-05-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/pbi-20240506.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000078814-24-000031 - JSON: https://secwatch.observer/filing/0000078814-24-000031.json - Plain text: https://secwatch.observer/filing/0000078814-24-000031.txt ## Key facts - Governance Changes PITNEY BOWES INC /DE/: Amendment to Restated Certificate of Incorporation allowing stockholders holding at least 25% of common stock to call a special meeting (effective 2024-05-06). - Change: charter amendment - Effective: 2024-05-06 source text: The amendment to the Charter became effective upon the filing of a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 6, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - Governance Changes PITNEY BOWES INC /DE/: Amended By-Laws to conform to charter amendment on special meetings, update proxy rules, eliminate stockholder list inspection requirement, revise procedural mechanics (effective 2024-05-06). - Change: bylaw amendment - Effective: 2024-05-06 source text: the Board approved and adopted additional amendments to the Contingent By-Laws (as so amended and restated, the “Amended By-Laws”), effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - Shareholder Votes PITNEY BOWES INC /DE/ shareholders approved Approval of an Amendment and Restatement of the Employee Stock Purchase Plan to Increase Plan Shares Reserved for Issuance at the 2024-05-06 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-05-06 source text: Proposal 5 – Approval of an Amendment and Restatement of the Employee Stock Purchase Plan to Increase Plan Shares Reserved for Issuance The vote to approve an Amendment and Restatement of the Employee Stock Plan was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 99,231,292 2,488,752 254, evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - Shareholder Votes PITNEY BOWES INC /DE/ shareholders approved Election of Directors at the 2024-05-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-06 source text: Proposal 1 - Election of Directors The nominees for election to the Board at the Annual Meeting received the number of votes reported below: Director Nominee Vote For Vote Against Abstain Broker Non-Vote Milena Alberti-Perez 99,038,943 2,342,699 592,799 — evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - Shareholder Votes PITNEY BOWES INC /DE/ shareholders approved Ratification of the Audit Committee's Appointment of the Independent Accountants for 2024 at the 2024-05-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-06 source text: Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2024 The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024 was ratified. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 99,368,271 2,443,881 162,289 — evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - Shareholder Votes PITNEY BOWES INC /DE/ shareholders approved Non-binding Advisory Vote to Approve Executive Compensation at the 2024-05-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-06 source text: Proposal 4 – A Non-binding Advisory Vote to Approve Executive Compensation The advisory vote on executive compensation was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 98,038,255 3,595,097 341,089 — evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm - Shareholder Votes PITNEY BOWES INC /DE/ shareholders approved Approval of an amendment to the Company's Restated Certificate of Incorporation to Give Holders of 25% of the Company's Stock the Right to Request a Special Meeting at the 2024-05-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-06 source text: Proposal 3 – Approval of an amendment to the Company's Restated Certificate of Incorporation to Give Holders of 25% of the Company's Stock the Right to Request a Special Meeting The vote to approve an Amendment to the Company's Restated Certificate of Incorporation was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 99,457,745 2,243,750 272,946 — evidence_url: https://www.sec.gov/Archives/edgar/data/78814/000007881424000031/0000078814-24-000031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.