Hestia Capital Makes Board Nominations, Pitney Bowes Responds

Liz Morton ~ Founder
Liz Morton ~ Founder


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Hestia Capital continues to throw its significant stake in Pitney Bowes around after announcing their intentions to attempt to take over the board and push for a review of the company's capital allocation and e-commerce strategy, including possibly selling off less profitable global ecommerce segments of the business.

Hestia Pushes Pitney Bowes To Sell Global Ecommerce Business
Hestia Capital, which has a 6.9% stake in Pitney Bowes, wants to sell off ecommerce segment of the business.

Hestia put forward seven nominations to the board earlier today:

Hestia Capital Management, LLC, which is the third largest stockholder of Pitney Bowes, Inc. (PBI) and has a beneficial ownership position of approximately 7.2% of the Company's outstanding shares, announced Monday that it has nominated seven highly qualified and independent candidates for election to the Company's nine-member Board of Directors at the Company's 2023 Annual Meeting of Stockholders.

Hestia has nominated seven candidates in order to enable two incumbents to continue to serve for continuity purposes. The Hestia slate includes Milena Alberti-Perez, Todd Everett, Carl Grassi, Katie May, Ken McBride, Lance Rosenzweig and Kurt Wolf.

Hestia said it has purposefully recruited a well-rounded slate of director candidates that possesses capital allocation acumen, corporate governance expertise, relevant sector backgrounds, operating and transaction experience and ownership perspectives - all of which are needed at Pitney Bowes.

Pitney Bowes responded later in the day, confirming they are interested in considering well-qualified candidates and had offered to appoint two candidates proposed by Hestia to the Board in December, but Hestia was unwilling to reach a reasonable compromise.

Pitney Bowes had tough words for Hestia, saying their public announcements show they are more interested in fighting than in engaging in constructive conversations to benefit all shareholders.

Pitney Bowes Comments on Hestia Actions
Pitney Bowes (NYSE:PBI, the “Company” or “Pitney Bowes”), a global shipping and mailing company that provides technology, logistics, and financial ser

Pitney Bowes (NYSE:PBI, the “Company” or “Pitney Bowes”), a global shipping and mailing company that provides technology, logistics, and financial services, today acknowledged receipt of Hestia Capital’s (“Hestia”) notice of nomination of seven director candidates, constituting a majority slate of director candidates, to the Pitney Bowes Board of Directors (the “Board”) in connection with the Company’s upcoming annual meeting of shareholders.

Consistent with its fiduciary duty to shareholders and the Company’s governing documents, the Board will review any properly noticed nominations in due course. Shareholders are not required to take any action at this time.

The Board and management team have engaged in an open and good faith dialogue with Hestia over many months. Contrary to Hestia’s assertion, Pitney Bowes is always interested in considering well-qualified candidates to join the Board. Moreover, the Board offered to appoint two candidates proposed by Hestia to the Board in December.

However, Hestia was unwilling to reach a reasonable compromise. Instead, both their current and prior public announcements demonstrate that they are more interested in fighting than in engaging in constructive conversations to benefit all shareholders, not just themselves.

Furthermore, throughout discussions with Hestia, they demonstrated a fundamental misunderstanding of the Company and have failed to articulate a strategy that would justify ceding control of the Company to them.

Pitney Bowes will continue to seek the right path forward that is in the best interests of all shareholders, including potential additions of well qualified candidates to the Board of Directors. The Company will not let Hestia’s unwillingness to seek common ground stand in the way.

Pitney Bowes also pushed back on Hestia's suggestion to explore a sale of the Global Ecommerce segment of the business, saying while growth had not progressed as quickly as they had hoped, they have seen significant improvements and believe that segment will see future success.

The Board and management team remain focused on delivering sustainable future value for all stakeholders and executing the strategy of the Company. As CEO over the past decade, Mr. Lautenbach has overseen and directed fundamental transformation of the business, taking decisive actions to create long-term value for shareholders, and laid the foundation for sustainable, profitable growth.

These actions are expected to drive revenue and EBIT growth over the next several years and the Company has seen investments in SendTech and Presort lead to stabilization and indeed potential for growth. Although results in Global Ecommerce have not progressed at the pace hoped for, over the last year the Company has seen significant improvements in run rate volumes, service levels, and cost, all of which bode well for future success.

The Board and the Company have consistently looked for opportunities to unlock shareholder value. This includes proactively looking for opportunities and reacting to inbound inquiries alongside financial and legal counsel. The sale of Borderfree in 2022 demonstrates the foresight and willingness of the Company’s leadership team to be flexible and open to new ideas and opportunities regarding how best to monetize the business.

Pitney Bowes has a strong, engaged, and diverse Board, with a balanced mix of experience, skills, and leadership expertise to enhance value for shareholders. The Board is made up of nine directors, eight of whom are independent, and has seen significant refreshment over the past several years, with five longer tenured directors stepping down and adding three new directors since 2018.

Throughout this process, shareholder value creation remains the top priority for the Company and Board, and the Company will continue to keep shareholders updated as appropriate.

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