Insider Trading Policy
This policy prohibits illegal insider trading and tipping by employees, Directors of Pitney Bowes Inc., and all direct and indirect operations of Pitney Bowes (collectively “Pitney Bowes” or the “Company”)).
This policy applies to Pitney Bowes, the Pitney Bowes Board of Directors, and all employees within all operations worldwide.
3. Definitions: None
4. Policy Statement.
This policy statement is divided into three parts. Part I applies to all employees and describes the prohibition on insider trading. Part II imposes additional restrictions on individuals who have been informed in writing that the Chief Executive Officer (or his designee) has designated them as Restricted Persons. The Restricted Persons group includes the Pitney Bowes Board of Directors, as well as certain employees, due to the nature of their work at Pitney Bowes. Part III applies to Pitney Bowes.
Part I. All Employees
Pitney Bowes expects all employees to guard against the misuse of confidential information in securities trading and to comply fully with the laws prohibiting insider trading and stock tipping. This also applies to family members or domestic partners who share the same address as, or who are financially dependent upon an employee, and any corporations, partnerships, trusts, or other entities owned or controlled by the employee, or family members or domestic partners who share the same address as, or who are financially dependent upon, such employee.
For these purposes, insider trading is trading in company securities while in the possession of material, non-public information. Stock tipping is the disclosure of material inside information to enable the recipient to buy or sell securities on the basis of such information. This policy also applies to trading in the securities of other companies, such as Pitney Bowes customers, distributors, vendors, or suppliers, or firms with which Pitney Bowes may be negotiating a major transaction when material, non-public information about such other company is obtained as a result of the person’s employment or relationship with Pitney Bowes. These are serious offenses that can result in civil and criminal penalties. Although the law governing insider trading is U.S.-based, it applies to Pitney Bowes employees worldwide.
Information is considered “material” if a reasonable investor would consider it important in deciding whether to buy, sell, or retain a security. Material information may be either good or bad and is not limited to financial information. Some examples of inside information include: financial forecasts or results, product information, marketing plans, proposed acquisitions or divestitures, strategic plans or information about significant product or service developments, information relating to cybersecurity risks and incidents, information relating to major litigation, investigations or regulatory actions, or information about executive officers or directors leaving or joining the Company.
Liability for insider trading is not dependent upon whether or not the motivation to trade is based upon material inside information. For example, an employee plans to sell company securities because he or she needs the cash to pay a tuition bill. Regardless of the reason for the sale, if that employee is aware of any material, non-public information concerning a company, he or she would be violating the law by selling the stock under those circumstances.
Information is generally considered “public” one full trading day after there has been an announcement of the information by Pitney Bowes through appropriate channels, such as an announcement through the internet, television, news wire services, a publicly available Securities and Exchange Commission filing, or in a document like an annual report or prospectus. The fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient even when the information is accurate.
Employees are prohibited from engaging in short-term, speculative (“in and out”) trading in Pitney Bowes securities, as well as hedging and other derivative transactions with respect to Pitney Bowes securities (other than transactions in employee stock options). These prohibited transactions are characterized by short sales, “put” or “call” options, swaps, collars or similar derivative transactions. Such transactions by Pitney Bowes employees can create the appearance of impropriety and may become the subject of investigative action by the Securities and Exchange Commission or another regulatory authority, in the event of any unusual activity in the stock or the stock price performance.
Questions regarding the prohibition on insider trading or concerning this policy may be directed to the Vice President, Deputy General Counsel or the Assistant Secretary, or, if they are unavailable, the Executive Vice President and Chief Legal and Compliance Officer.
Part II. Restricted Persons
Part II of this policy applies to the Pitney Bowes Inc. Board of Directors and to certain employees who have been notified of their designation as a Restricted Person. The policy statements and prohibitions set forth in Section I of this policy apply to all Restricted Persons. The provisions of Section II will govern to the extent that any requirement set forth in Part II conflicts with or is more restrictive than the requirements set forth in Part I.
A. Pre-clearance of Transactions in Pitney Bowes Stock
All Restricted Persons and Related Parties (as defined below) must pre-clear any planned transactions (including gifts) in Company securities, as described below:
1. Who must pre-clear:
- Restricted Persons; and,
- Related Parties, which is defined as: (A) family members or domestic partners who share the same address as, or who are financially dependent upon, a Restricted Person and, (B) all corporations, partnerships, trusts or other entities owned or controlled by either the Restricted Person, family members or domestic partners who share the same address as, or who are financially dependent upon, a Restricted Person.
2. When pre-clearance is required:
- Any time a Restricted Person or a Related Party buys or sells Pitney Bowes securities
- Any time a Restricted Person or a Related Party exercises stock options where all or a portion of the acquired stock is immediately sold
- Any time a Restricted Person or a Related Party makes a gift of Pitney Bowes securities.
3. Where to pre-clear:
Please contact the Vice President, Deputy General Counsel or the Assistant Secretary, or, if they are unavailable, the Executive Vice President and Chief Legal and Compliance Officer.
It is expected that the planned transaction will be executed within 48 hours of receiving clearance. If additional time elapses, another pre-clearance will be required since circumstances may have changed over that time-period. If the person requesting pre-clearance acquires material, non-public information concerning the Company prior to executing the transaction, such transaction may not be executed.
If a proposed transaction is not approved under the pre-clearance policy, the person requesting pre-clearance should refrain from initiating any transaction in Company securities and should not inform anyone within or outside of the Company of the restriction.
B. Allowable Trading Periods
- Trading in Pitney Bowes securities is permitted only during an Allowable Trading Period (as defined below), provided that the Restricted Person or a Related Party is not in possession of material, non-public information.
- Each quarter, the allowable trading period commences one full market trading day following the public announcement of the Company’s earnings and continues for a period of forty (40) calendar days (the “Allowable Trading Period”). All Restricted Persons will receive on a quarterly basis a schedule reflecting the dates of the Allowable Trading Periods based upon the planned earnings release dates for the year.
- There may also be times during the quarterly Allowable Trading Periods when material information exists, which for business or legal reasons is not available for public disclosure. Consequently, trading in Company securities during such times would be inappropriate for Restricted Persons or any Related Party (a “Blackout Period”). It is, therefore, important for Restricted Persons to notify the Vice President, Deputy General Counsel or the Assistant Secretary, or, if they are unavailable, the Executive Vice President and Chief Legal and Compliance Officer in advance of executing any transaction. Restricted Persons may not be aware there is an unscheduled Blackout Period, so pre-clearance is required.
C. Short-Term Speculative Trading Prohibited
Restricted Persons and Related Parties are prohibited from engaging in short-term, speculative (“in and out”) trading in Pitney Bowes securities, as well as hedging and other derivative transactions with respect to Pitney Bowes securities (other than transactions in employee stock options). These prohibited transactions are characterized by short sales, “put” or “call” options, swaps, collars or similar derivative transactions.
D. Prohibited Transactions when aware of material non-public information, or during a Blackout Period or when an Allowable Trading Period is not in effect:
- 1. Purchase or sale of Pitney Bowes securities in the open market (including through a broker).
- 2. Exercise of stock options where all or a portion of the acquired stock is immediately sold.
- 3. Additional cash investments under the Company’s Dividend Reinvestment Plan.
- 4. Switching existing balances into or out of Pitney Bowes stock in the Company’s 401(k) Plan.
- 5. Switching existing balances out of Pitney Bowes phantom stock units in the Company’s Deferred Incentive Savings Plan.
- 6. Gifts of Pitney Bowes securities to an individual or a philanthropic contribution to a 501(c)(3) or similar organization (unless the donor is confident that the recipient will not sell the shares during the current blackout period).
- 7. Transfer of Pitney Bowes securities to or from a trust to the extent that the transfer will result in a change in beneficial ownership of the securities.
E. Acceptable Transactions even when aware of material non-public information, during Blackout Periods or when an Allowable Trading Period is not in effect – Pre-clearance is required:
- 1. Exercise of stock options, either on a “cash for stock” or “stock for stock” basis, where no Pitney Bowes stock is sold to fund the option exercise.
- 2. Matching contributions in Pitney Bowes stock in the Pitney Bowes 401(k) and 401(k) Plus Plans.
- 3. Regular reinvestment of dividends under the Dividend Reinvestment Plan.
- 4. Transfers of Pitney Bowes securities to or from a trust (including a Grantor Retained Annuity Trust) to the extent that the transfer does not result in a change in beneficial ownership of the securities.
- 5. Regular continuing purchases of Pitney Bowes stock through Pitney Bowes’ ESPP
F. 10b5-1 Plans:
Pitney Bowes does not currently have any trading arrangements under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in place for any of its directors or officers. To the extent a Restricted Person intends to establish such plan, it can only do so with the written consent of the Executive Vice President and Chief Legal and Compliance Officer and if such plan meets the applicable requirements of Rule 10b5-1 under the Exchange Act.
G. Margin Accounts
The Company’s directors and executive officers are prohibited from holding Company securities in a margin account unless all Company securities held in such account are blocked from being margined or pledged as collateral.
Part III. Pitney Bowes
Part III of this policy applies to Pitney Bowes and covers transactions by the Company in the Company’s securities. From time to time, Pitney Bowes may engage in transactions in its own securities. It is Pitney Bowes’ policy to comply with all applicable securities and state laws (including appropriate approvals by the Pitney Bowes Board of Directors or appropriate committee, if required) when engaging in transactions in Pitney Bowes’ securities.
5. Compliance and Enforcement Responsibilities:
All employees have responsibility for promptly reporting violations of this policy. All managers and ensuring their personnel participate in the Company’s training on insider trading. The Vice President, Deputy General Counsel and Assistant Secretary are responsible for maintaining this policy.
Violations of this policy must be reported to any attorney in the Legal Department, the Vice President, Deputy General Counsel or the Assistant Secretary, or, if they are unavailable, the Executive Vice President and Chief Legal and Compliance Officer or Global Ethics Office. All reports of alleged violations of this policy will be investigated. Violations of this policy may result in disciplinary action including termination, and/or civil and criminal prosecution.
Effective May 2023