Pitney Bowes Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five directors to the Board to serve until the 2027 Annual Meeting.

2. 2

   Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.

   More detail

   This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and related tables. Management frames the vote as a routine say-on-pay advisory mechanism required by SEC rules, and the Board has recommended a FOR vote because it believes the program ties pay to measurable performance and supports retention of key leaders during the Company’s transformation. Key context includes the CEO transition in 2025, substantial organizational and leadership changes, and incentive design changes such as premium-priced stock options for the new CEO and a mix of performance stock units (PSUs), restricted stock units (RSUs) and historically cash-settled CIUs/SCIUs for other NEOs. The compensation program relies on enterprise financial metrics (Adjusted EBIT and Adjusted Revenue for annual incentives; Adjusted EPS and Adjusted FCF for multi-year PSUs) and a relative TSR modifier for long-term awards, intended to align pay with both absolute financial performance and relative shareholder returns. Management also emphasizes a high proportion of pay “at-risk,” stock ownership guidelines, clawback provisions, no hedging/pledging, independent compensation consulting, and ongoing stockholder engagement as governance safeguards. The Board notes that the vote is advisory and will be considered in future compensation decisions; it also states the next advisory vote is expected at the 2027 Annual Meeting. From a governance perspective, the controversy centers on whether the chosen metrics, the concentration of premium-priced options for the CEO, and the historically changing LTI mix (including prior use of cash-settled CIUs to manage dilution) adequately balance shareholder alignment, dilution control, and executive retention. Given management’s recent operational progress, share repurchases, and the Board’s outreach to investors, the recommendation for approval is positioned as support for the current pay-for-performance framework while remaining responsive to future shareholder feedback.

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When is the Pitney Bowes Inc 2026 annual meeting?

Pitney Bowes Inc (PBI) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Pitney Bowes Inc 2026 meeting?

The record date for the Pitney Bowes Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pitney Bowes Inc's 2026 meeting?

The board is presenting 5 director nominees at the Pitney Bowes Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pitney Bowes Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Pitney Bowes Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.