SEC Document




 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

May 10, 2016 (May 9, 2016)
Date of Report (Date of earliest event reported)


Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware 
1-3579 
06-0495050 
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
(I.R.S. Employer
Identification No.)

3001 Summer Street
Stamford, Connecticut 06926
(Address of principal executive offices)

(203) 356-5000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



    










ITEM 5.07  Submission of Matters to a Vote of Security Holders.
 
 
(a)
The Company’s Annual Meeting was held on May 9, 2016.
 
 
(b)
Each of the matters submitted to the stockholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the stockholders are as follows:

Proposal 1 – Election of Directors
The following individuals were elected to serve as directors of the Company for a one year term expiring at the 2016 Annual Meeting of Stockholders.
 
 
 
 
 
 
Director Nominee
Vote For
Vote Against
Abstain
Broker Non-Vote
Linda G. Alvarado
146,867,951
2,853,661

215,673
19,359,261
Anne M. Busquet
147,658,531
1,996,671
282,083
19,359,261
Roger Fradin
149,082,806
594,729
259,750
19,359,261
Anne Sutherland Fuchs
148,828,938
881,842
226,505
19,359,261
S. Douglas Hutcheson
149,020,847
661,656
254,782
19,359,261
Marc B. Lautenbach
148,960,930
737,313
239,042
19,359,261
Eduardo R. Menascé
146,552,887
3,124,305
260,093
19,359,261
Michael I. Roth
142,572,350
7,131,531
233,404
19,359,261
Linda Sanford
148,923,998
780,389
232,898
19,359,261
David L. Shedlarz
148,043,757
1,635,251
258,277
19,359,261
David B. Snow, Jr.
148,049,877
1,644,747
242,661
19,359,261

Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2016
The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2016 was ratified. The voting results were as follows:

 
 
 
 
 
Vote For
Vote Against
Abstain
Broker Non-Vote
168,018,607
1,005,846
272,093
0

Proposal 3 – Advisory Vote on Executive Compensation
The advisory vote on executive compensation was approved. The voting results were as follows:
 
 
 
 
 
Vote For
Vote Against
Abstain
Broker Non-Vote
146,274,026
2,399,126
1,264,133
19,359,261

The board of directors and the Executive Compensation Committee will consider the voting results when making future decisions regarding the executive compensation program.

Proposal 4 – Approval of the Material Terms of the Performance Goals Pursuant to Internal Revenue Code Section 162(m)
The material terms of the performance goals pursuant to Internal Revenue Code Section 162(m) were approved. The voting results were as follows:

Proposal 4a – Key Employees Incentive Plan
 
 
 
 
 
Vote For
Vote Against
Abstain
Broker Non-Vote
145,745,699
3,028,015
1,163,571
19,359,261






Proposal 4b – The Stock Plan

Vote For
Vote Against
Abstain
Broker Non-Vote
143,198,815
5,506,869
1,231,601
19,359,261

    












SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Pitney Bowes Inc.
 
 
May 10, 2016
 
 
 
 
 
 
/s/ Daniel Goldstein
 
Daniel Goldstein
 
Executive Vice President, Chief Legal Officer and Corporate Secretary