c54837_10qa.htm

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

FORM 10-Q/A
Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended Commission File Number 1-3579
June 30, 2008  

PITNEY BOWES INC.

Incorporated in Delaware I.R.S. Employer Identification
  No. 06-0495050

World Headquarters
1 Elmcroft Road, Stamford, Connecticut 06926-0700

(203) 356-5000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ      Accelerated filer o       Non-accelerated filer o      Smaller reporting company o

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).
Yes o      No þ

There were 207,783,923 shares of common stock outstanding as of August 29, 2008.

 


Pitney Bowes Inc. 10-Q/A Introductory Note

Pitney Bowes is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to include required disclosures regarding submission of matters to a vote of security holders (Part II – Item 4). This information was inadvertently omitted from the Original Filing on August 7, 2008.

Unaffected items have not been repeated in this Amendment No. 1.

 


Part II – Other Information

Item 4: Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders during our annual meeting of stockholders held on May 12, 2008.

      Votes For   Votes Against   Abstain
1.    Election of Directors:            
  Rodney C. Adkins   179,150,866   4,632,511   2,049,378
  Michael J. Critelli   177,728,593   6,034,891   2,069,271
  Murray D. Martin   177,971,443   5,896,115   1,965,197
  Michael I. Roth   177,677,696   6,019,607   2,135,452
  Robert E. Weissman   179,321,626   4,508,372   2,002,757
 
2. Ratification of PricewaterhouseCoopers LLP            
  as independent registered public accountants   180,010,148   3,859,648   1,962,959

The following other directors continued their term of office after the annual meeting of stockholders.

Linda G. Alvarado Ernie Green Eduardo R. Menascé
Anne M. Busquet James H. Keyes David L. Shedlarz
Anne Sutherland Fuchs John S. McFarlane David B. Snow, Jr.

There were no broker non-votes for matters submitted at the annual meeting of stockholders.


Item 6: Exhibits

           See Index of Exhibits.

 


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 thereunto duly authorized.

 

    PITNEY BOWES INC.
 
 
 
 
September 5, 2008    
 
 
 
 
    /s/ Michael Monahan
    Michael Monahan
    Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer)
 
 
 
    /s/ S. J. Green
    S. J. Green
    Vice President – Finance and
    Chief Accounting Officer
    (Principal Accounting Officer)

 



Index of Exhibits

Reg. S-K    
Exhibits    Description
 
(31.1)   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002
 
(31.2)   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002