UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 1319, 2025

Date of Report (Date of earliest event reported)

Pitney Bowes Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-3579

06-0495050

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(I.R.S. Employer

Identification No.)

3001 Summer Street

Stamford, Connecticut 06926

(Address of principal executive offices, including zip code)

(203) 356-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	~~TradingSymbol~~Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $1 par value per share	PBI	New York Stock Exchange
6.70% Notes due 2043	PBI.PRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ~~Securities~~Exchange Act. ☐

~~ITEM~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 1321, 2025, ~~the stockholders of~~ Pitney Bowes Inc. (the “Company”) ~~approved~~announced ~~the~~that, ~~Amended~~effective ~~Pitney~~May 22, ~~Bowes~~2025 ~~Inc. 2024 Stock Plan~~ (the “~~Amended~~Effective ~~2024 Plan~~Date”)., Asthe ~~further~~Board ~~described~~of ~~below~~Directors ~~under Item 5.07~~ of ~~this Current Report on Form 8-K,~~ the Company’s ~~stockholders approved~~ (the ~~Amended~~ ~~2024~~“Board”) ~~Plan at~~has ~~the~~appointed ~~Company’s~~Kurt ~~Annual~~Wolf ~~Meeting~~as ofPresident ~~Stockholders~~and ~~that~~Chief ~~was~~Executive ~~held~~Officer onof ~~May 13, 2025 (~~the ~~“Annual Meeting”)~~Company.

~~The~~There ~~approval~~are ofno ~~the~~arrangements or understandings between Mr. ~~Amended~~Wolf ~~2024~~and ~~Plan~~any person pursuant to which Mr. isWolf ~~described~~was inselected ~~more~~as ~~detail~~an inofficer, ~~the~~and ~~section~~no ~~titled~~family ~~“Proposal~~relationships 4:exist ~~Approval~~between Mr. Wolf and any director or executive officer of the ~~Amended~~Company. ~~Pitney~~Mr. Wolf ~~Bowes~~is ~~Inc.~~party to a cooperation agreement, dated as of January 31, 2024, ~~Stock~~by ~~Plan”~~and among the Company, Hestia Capital Partners, LP, Helios I, LP, Hestia Capital Partners GP, LLC and Hestia Capital Management, LLC, as described in the Company’s definitive proxy statement ~~for~~that ~~the Annual Meeting, which~~ was filed with the U.S. Securities and Exchange Commission on March 27, 2025 (the “2025 Proxy Statement”)~~, and such description is incorporated herein by reference~~.

~~The~~As ~~foregoing description~~ of the ~~Amended~~ ~~2024~~Effective ~~Plan~~Date, Mr. ~~does~~Wolf ~~not~~resigned ~~purport~~from tohis beroles aas ~~complete~~Chair ~~description~~ of ~~all~~the ~~provisions~~Executive ofCompensation ~~the Amended~~Committee, ~~2024~~Chair ~~Plan and~~of isthe ~~qualified~~Value inEnhancement ~~its~~Committee ~~entirety~~and bya ~~reference~~member toof the ~~full~~Governance ~~text~~Committee. As of the ~~Amended~~ ~~2024~~Effective ~~Plan~~Date, ~~which~~Catherine isLevene ~~set~~has ~~forth~~been inappointed ~~Annex~~as AChair toof the ~~Proxy~~Executive ~~Statement~~Compensation Committee and ~~incorporated~~Paul ~~into~~Evans ~~this~~has ~~Item~~been ~~5.02~~appointed byas ~~reference~~Chair of the Value Enhancement Committee.

~~ITEM~~On ~~5.07~~May 21, ~~Submission~~2025, the Company also announced that, effective as of ~~Matters~~the Effective Date, Lance Rosenzweig will cease to serve as Chief Executive Officer of the Company and as a ~~Vote~~member of ~~Security~~the ~~Holders~~Board and transition to a consultant role through September 21, 2025.

~~(a)~~Biographical ~~The~~Information ~~Company held the Annual Meeting on May 13, 2025.~~

~~(b)~~Mr. Wolf, ~~Each~~age 52, has served as a member of the ~~matters~~Board ~~submitted~~since May 2023 and as Managing Member and Chief Investment Officer of Hestia Capital Management, LLC, a deep value hedge fund, since 2009. Prior to ~~the~~founding ~~stockholders~~Hestia ~~was~~Capital ~~approved~~Management, byLLC, ~~the~~Mr. Wolf’s ~~requisite~~investment ~~voting~~experience ~~power~~included ~~required~~time ~~for~~as ~~approval~~an ofAnalyst/Senior ~~the~~Analyst ~~respective~~at ~~proposal~~Relational Investors and First Q Capital from 2007 until 2008, and as a co-Founding Partner at Lemhi Ventures from 2005 until 2007. ~~The~~His ~~results~~prior strategy and operating experiences include serving as a co-Founder and Director of ~~the~~Competitive ~~voting~~Strategy onat ~~the~~Definity ~~matters~~Health ~~submitted~~and toas a consultant with Braxton Associates/Deloitte Consulting, Boston Consulting Group (BCG), and the ~~stockholders~~Lemhi ~~are~~Group. asHe ~~follows:~~was formerly a director of GameStop Corp. and Edgewater Technology, Inc.

~~Proposal~~Employment 1Letter –with ~~Election~~Mr. Wolf ~~of Directors~~

~~The~~In ~~nominees~~connection ~~for~~with ~~election~~his appointment as President and Chief Executive Officer, the Company provided an employment offer letter to Mr. Wolf describing the ~~Board~~terms atand conditions of his employment (the ~~Annual~~“Employment ~~Meeting~~Letter”). ~~received~~Pursuant to the ~~number~~terms of ~~votes~~the ~~reported~~Employment ~~below~~Letter, effective as of the Effective Date, Mr. Wolf will be entitled to the following: (a) an annual base salary of $40,000, less applicable withholdings and other payroll deductions, (b) a target annual bonus of $500,000 (the “Target Bonus”), which may be earned based on achievement of applicable performance goals established by the Board in accordance with the Company’s Key Employees Incentive Plan (the “Incentive Plan”), subject to his continued employment with the Company through the date of payment and the terms and conditions of the Incentive Plan, and (c) eligibility for annual grants of long-term incentive (“LTI”) awards with an annual target opportunity of $3,000,000. The Employment Letter provides that Mr. Wolf’s 2025 LTI award will take the form of a grant of stock options (the “Options”) to be granted on the Effective Date. One-third of the Options will have an exercise price equal to each of $12.00, $14.00 and $16.00, respectively, and the Options will vest in equal installments on each of the first, second and third anniversaries of the grant date subject to Mr. Wolf’s continued employment as CEO through the applicable vesting date (provided that the Options will vest on certain qualifying terminations). The Options will expire on the fifth anniversary of the grant date, and will be subject to the terms and conditions of the Company’s 2024 Stock Plan and the applicable award agreement.

Director Nominee	Vote For		Vote Against		Abstain		Broker Non-Vote
Milena Alberti-Perez		105,618,592		6,540,619		672,085		30,006,338
Paul Evans		105,802,695		6,334,239		694,362		30,006,338
Todd Everett		104,970,377		7,165,971		694,948		30,006,338
Catherine Levene		103,652,496		8,498,484		680,316		30,006,338
Lance Rosenzweig		107,261,875		5,155,994		413,427		30,006,338
Julie Schoenfeld		104,988,526		7,163,541		679,229		30,006,338
Kurt Wolf		108,238,889		4,309,444		282,963		30,006,338

The foregoing description of the Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Letter and the award agreement for the Options, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

~~Accordingly,~~Transition ~~Ms. Alberti-Perez,~~Agreement ~~Mr. Evans,~~with Mr. ~~Everett, Ms. Levene, Mr.~~ Rosenzweig, ~~Ms. Schoenfeld and Mr. Wolf were elected to serve as directors of the Company for a one-year term expiring at the 2026 Annual Meeting of Stockholders.~~

~~Proposal~~On 2May 19, –2025, ~~Ratification~~the Company entered into a transition agreement (the “Transition Agreement”) with Mr. Rosenzweig, pursuant to which, subject to a release of claims, he will receive benefits under the ~~appointment~~Company’s Severance Pay Plan comprising (i) cash severance equal to one and a half times his annual base salary (totaling $750,000), to be paid in installments on regular payroll dates and (ii) a lump sum pro-rata bonus in respect of ~~PricewaterhouseCoopers~~the ~~LLP~~performance period commencing on his employment start date of October 25, 2024 (totaling $286,301.37). In addition, Mr. Rosenzweig will serve as ~~our~~a ~~independent~~consultant ~~registered~~to ~~public~~the ~~accountants~~Company from the Effective Date through September 21, 2025, during which time he will receive $50,000 per month for his services. If the Company terminates the consultancy prior to September 21, 2025 for any reason other than cause, the Company will continue to pay such amounts when they would have otherwise been paid, subject to the effectiveness of a release of claims. Mr. Rosenzweig’s equity awards that are unvested on the Effective Date will be treated in accordance with their terms as described in the 2025 Proxy Statement.

The ~~appointment~~foregoing description of ~~PricewaterhouseCoopers~~the ~~LLP~~Transition Agreement does not purport to ~~serve~~be ascomplete ~~the~~and ~~Company’s~~is ~~independent~~qualified ~~registered~~in ~~public~~its ~~accounting~~entirety ~~firm~~by ~~for~~reference ~~2025~~to ~~was~~the ~~ratified.~~full ~~The~~text ~~voting~~of ~~results~~the ~~were~~Transition Agreement, which is attached hereto as ~~follows:~~Exhibit 10.3 and incorporated herein by reference.

Vote For		Vote Against		Abstain		Broker Non-Vote
140,805,486		1,816,016		216,132		—

Item 7.01.

Regulation FD Disclosure.

~~Proposal~~On 3May 21, –2025, ~~Non-binding~~the ~~Advisory~~Company ~~Vote~~issued toa ~~Approve~~press release announcing Mr. Wolf’s appointment as President and Chief Executive ~~Compensation~~Officer and Mr. Rosenzweig’s transition to a consultant role. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The ~~advisory~~information ~~vote~~in onthis ~~executive~~Item ~~compensation~~7.01 ~~was~~of ~~approved~~Form 8-K, including the accompanying Exhibit 99.1, ~~The~~shall ~~voting~~not ~~results~~be ~~were~~deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as ~~follows:~~amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Vote For		Vote Against		Abstain		Broker Non-Vote
103,261,520		9,226,459		343,317		30,006,338

Item 9.01.

Financial Statements and Exhibits.

~~The~~(d) ~~Board~~Exhibits ~~and the Executive Compensation Committee will consider the voting results when making future decisions regarding the executive compensation program.~~

Proposal 4 – Approval of the Amended Pitney Bowes Inc. 2024 Stock Plan


Exhibit No.		Description

10.1		Employment Letter, dated as of May 21, 2025, between Pitney Bowes Inc. and Kurt Wolf.

10.2		Form of Stock Option Award Agreement under 2024 Stock Plan for Kurt Wolf.

10.3		Transition Agreement, dated as of May 19, 2025, between Pitney Bowes Inc. and Lance Rosenzweig.

99.1		Press Release of the Company dated May 21, 2025.

104		Cover Page Interactive Data File – the cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101).

The Amended Pitney Bowes Inc. 2024 Stock Plan was approved. The voting results were as follows:

Vote For		Vote Against		Abstain		Broker Non-Vote
93,945,926		18,584,170		301,200		30,006,338

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pitney Bowes Inc.
May 14, 2025
Date: May 22, 2025	By:	/s/ Lauren Freeman-Bosworth
	/s/ Lauren Freeman-Bosworth
	Name:	Lauren Freeman-Bosworth
	Lauren Freeman-Bosworth
	Title:	Executive Vice President, General Counsel and Corporate Secretary
	Executive Vice President, General Counsel and Corporate Secretary

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