Shareholder Vote

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 12, 2023 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.)   Address:   3001 Summer Street , Stamford , Connecticut 06926 Telephone Number:   (203) 356-5000 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)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered Common Stock, $1 par value per share   PBI   New York Stock Exchange 6.70% Notes due 2043   PBI.PRB   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐   Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.       ITEM 5.07 Submission of Matters to a Vote of Security Holders. At the annual meeting of stockholders (the “Annual Meeting”) of Pitney Bowes Inc. (the “Company”), the stockholders of the Company voted on the following proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed on March 14, 2023:     1. To elect nine directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;     2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023;     3. To approve, on a non-binding or advisory basis, the compensation of the Company’s named executive officers; and     4. To approve, on a non-binding or advisory basis, that the advisory vote to approve executive compensation occur every year. On May 12, 2023, the Inspector of Election issued its final report which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election. Each stockholder of record is entitled to one vote per share of common stock. On March 10, 2023, the record date for the Annual Meeting (the “Record Date”), there were 175,315,880 votes underlying the issued and outstanding shares of common stock. Present at the Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 137,002,108 votes, or 78.15% of the voting power underlying the issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.   1. Election of Directors   Company Nominees    For    Withheld Steve Brill    125,117,108    11,772,549 Anne M. Busquet    37,222,882    99,281,936 Robert M. Dutkowsky    49,450,414    87,048,807 Mary J. Steele Guilfoile    124,224,090    12,647,160 Marc B. Lautenbach    85,048,642    51,435,922 Linda S. Sanford    54,536,652    81,959,667 Sheila A. Stamps    124,571,171    12,308,584 Darrell Thomas    124,494,306    12,368,216   Hestia Capital Partners LP Nominees    For    Withheld Katie A. May    133,642,484    3,287,846 Milena Alberti-Perez    90,338,096    45,191,549 Todd Everett    89,099,102    46,424,365 Lance Rosenzweig    55,401,174    80,125,197 Kurt Wolf    78,814,898    56,694,964 The stockholders voted to elect Steve Brill, Sheila Stamps, Darrell Thomas, Mary J. Steele Guilfoile, Marc B. Lautenbach, Katie A. May, Milena Alberti-Perez, Todd Everett, and Kurt Wolf as directors to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.   2. Ratification of PwC as Independent Public Accounting Firm   For   Against   Abstained 118,943,905   8,297,390   9,760,813 The stockholders voted to approve the ratification of PwC as the independent public accounting firm. 3. Non-Binding Advisory Vote on Compensation of Named Executive Officers   For   Against   Abstained 62,603,412   72,065,565   2,333,131 The stockholders voted against the approval, on an advisory basis, of the compensation of the Company’s named executive officers.   4. Non-Binding Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation   1 year   2 years   3 years   Abstained 119,826,858   1,310,462   2,725,784   13,139,004 The stockholders voted to approve, on an advisory basis, that the advisory vote to approve executive compensation occurs every year.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits   Exhibit No.    Description 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. Date: May 12, 2023         By:   /s/ Daniel J. Goldstein       Daniel J. Goldstein Executive Vice President, Chief Legal Officer and Corporate Secretary