Pitney Bowes comments on Glass Lewis recommendation

Pitney Bowes issued the following statement in response to proxy advisory firm Glass, Lewis & Co. recommendation in connection with the company’s 2023 annual meeting of shareholders to be held on May 9, 2023: "The Board and management team are encouraged by Glass Lewis’ support of our existing GEC strategy. Over the past decade we have built GEC into a leading, integrated ecommerce logistics player capable of leveraging USPS final mile delivery for nationwide coverage. The business is well positioned for continued growth and margin expansion as volumes increase, and we firmly believe that any deviation from our existing strategy will drive down revenue and reduce shareholder value. Glass Lewis commented1 "As it relates to the GEC business and strategy, all factors considered, we believe management and the board have articulated a clearer, more persuasive vision and a logical approach for this business segment." "…we believe the GEC business rounds out Pitney’s synergistic portfolio in the shipping and mailing industry, giving it a higher-growth vector to complement its other two slower-growth segments facing secular decline." "…we believe the long-promised potential of management’s strategy warrants further patience from investors, particularly now that the upfront build-out has been completed and so much capital has been expended." We are also pleased with many aspects of Glass Lewis’ voting recommendation, which is supportive of a majority of Pitney Bowes’ director nominees as well as our significant Board refreshment program. Glass Lewis stated: "To be sure, we view this year’s board-recommended refresh, comprising three new directors with no apparent connections to any other board members, one of whom was nominated by a large shareholder, as a positive step forward." "We believe [Mr. Brill’s] expertise in the nuances of the shipping industry, with a focus on global ecommerce and cross-border operations, will be particularly applicable to following through on Pitney’s commitment of delivering profitable growth in the GEC segment." "Mr. Thomas also has nearly two decades working in banking where he held various capital markets roles, which we believe makes him well suited to help the Pitney board formulate and implement debt management strategies." However, we strongly disagree with certain aspects of Glass Lewis’ voting recommendation and characterization of our Board as "interlocked". In fact, Mr. Lautenbach, Mr. Dutkowsky, and Ms. Sanford worked at IBM, an organization with around 450,000 employees at the time, decades ago, and neither did they work together, nor did they report to one another. Pitney Bowes has always sought a proper balance of directors with institutional and industry knowledge, as well as newer voices with fresh viewpoints of the Company. Our refreshment program began in 2018 – not 2023 – and the significant changes we have made since then reflect our commitment to have a balanced mix of experience, skills, leadership expertise, and new perspectives on our Board. We firmly believe that Hestia’s campaign created false and misleading narratives regarding our Board while seriously exaggerating the relevant experience of its nominees. Furthermore, as we have stated in previous communications, we are not satisfied with our TSR, either. That said, Hestia’s calculations of TSR create a misleading understanding of our peer group, which we are pleased Glass Lewis commented on saying3, "…the Dissident bases its relative performance analysis solely on other logistics companies, including industry behemoths FedEx and UPS, which we admit are not particularly comparable to Pitney given their differences in scale and business lines." While the COVID-19 pandemic, supply chain disruptions, and China lock-down have set us back, Pitney Bowes strategic transformation is nearly complete, and we firmly believe our shareholders will benefit from the necessary, long-term investments we have made over the past decade."