Facts at a Glance

  • The Board of Directors met 8 times in 2018.
  • Each Director attended at least 75% of the total number of board meetings and meetings held by the board committees on which he or she served during 2018. 
  • The Board of Directors met in executive session, without any member of management in attendance at the six (6) in person meetings in 2018. 
  • It is the policy of the Board of Directors that the Directors attend the annual meeting of the stockholders. Nine (9) of the ten (10) directors attended the May 2019 annual meeting. 
  • The Board of Directors conducts a self-assessment of its performance each year. 
  • The Board of Directors has concluded that all non-employee directors are independent in accordance with the New York Stock Exchange standards and the standards of independence set forth in the Governance Principles. 
  • The Inspectors of Election at the May 2019 annual meeting reported voting results as follows:
  • There were 185,108,729 shares of Common Stock and Common Equivalent entitled to vote at the meeting and a total of 159,712,982 shares or 86.28% of those shares were represented at the meeting.

1.  Election of Ten Directors:

The following individuals were elected to serve as directors of the Company for a one -year term expiring at the 2020 Annual Meeting of Stockholders.

Name

Vote For

Vote Against

Abstain

Broker Non-Vote

Anne M. Busquet

118,007,399

6,468,108

505,194

34,732,281

Robert M. Dutkowsky

92,136,731

32,296,994

546,976

34,732,281

Roger Fradin

113,047,164

10,648,514

1,285,023

34,732,281

Anne Sutherland Fuchs

118,544,627

5,928,349

507,725

34,732,281

Mary J. Steele Guilfoile

119,484,186

4,980,840

515,675

34,732,281

S. Douglas Hutcheson

119,023,718

5,410,779

546,204

34,732,281

Marc B. Lautenbach

117,854,517

6,627,108

499,076

34,732,281

Michael I. Roth

81,117,679

43,327,350

535,672

34,732,281

Linda Sanford

119,594,981

4,874,287

511,433

34,732,281

David L. Shedlarz

117,260,479

7,171,750

548,472

34,732,281

2. Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2019

Vote For

Vote Against

Abstain

Broker Non-Vote

153,527,195

5,432,607

753,180

0

3.  A Non-binding Advisory Vote to Approve Executive Compensation

Vote For

Vote Against

Abstain

Broker Non-Vote

114,816,070

8,459,059

1,705,572

34,732,281

4.  Approval of the Amended and Restated Pitney Bowes Inc. 2018 Stock Plan.

Vote For

Vote Against

Abstain

Broker Non-Vote

 

101,982,433

22,250,311

747,957

34,732,281