SEC Comment Letter 0000000000-23-002289 to PITNEY BOWES INC /DE/ (PBI, PBI-PB) (CIK 0000078814) (PBI)
PITNEY BOWES INC /DE/ (PBI, PBI-PB) (CIK 0000078814)
Date: March 8, 2023 · CIK: 0000078814 · Accession: 0000000000-23-002289
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File numbers found in text: 001-03579
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United States securities and exchange commission logo
March 8, 2023
Daniel J. Goldstein
Executive Vice President
Pitney Bowes Inc.
3001 Summer Street
Stamford, CT 06926
Re:Pitney Bowes Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 2, 2023
File No. 001-03579
Dear Daniel J. Goldstein:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 2, 2023
General
1.Please update the proxy statement and proxy card to reflect that on March 6, 2023, Hestia
delivered a notice to the Company withdrawing its nomination of Carl J. Grassi and
Kenneth T. McBride
What vote is required, and how will my votes be counted...?, page 14
2.We note the disclosure in the chart on page 14 states that broker discretionary voting is
not permitted for Proposal 2. However, under the heading "Will my shares be voted if I
do nothing? What is a broker non-vote?" the disclosure indicates that the broker will be
able to exercise discretionary authority on Proposal 2 "[i]f you are a street name holder
and a broker has not provided you with competing proxy materials from Hestia (in
addition to the Company's materials)." Please reconcile these two statements.
FirstName LastNameDaniel J. Goldstein
Comapany NamePitney Bowes Inc.
March 8, 2023 Page 2
FirstName LastName
Daniel J. Goldstein
Pitney Bowes Inc.
March 8, 2023
Page 2
Proposal 1: Election of Directors, page 42
3.We note the statement that investors should "refer to Hestia's proxy statement" for
additional information regarding Hestia's nominees. Please explain that such proxy
statement is accessible without cost on the SEC website. See Item 7(f) of Schedule 14A.
Stockholder Proposals and Nominations for the 2024 Annual Meeting, page 109
4.Please delete the following reference in discussing the universal proxy rules "(once
effective)" as the universal proxy rules are now in effect.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or Perry Hindin at (202)
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions