Le Lézard
Subject: Proxy/Proxy Vote

Hestia Capital Highlights Recent Support from Two Leading Independent Proxy Advisory Firms


Hestia Capital Management, LLC (collectively with its affiliates, "Hestia" or "we"), which is the third largest stockholder of Pitney Bowes, Inc. (NYSE: PBI) ("Pitney Bowes" or the "Company"), today commented on Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co.'s ("Glass Lewis") recommendations that Pitney Bowes' stockholders support meaningful boardroom change at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting"). As a reminder, Hestia has nominated five highly qualified and independent director candidates: Milena Alberti-Perez, Todd Everett, Katie May, Lance Rosenzweig and Kurt Wolf to Pitney Bowes' nine-member Board of Directors (the "Board").

Kurt Wolf, the Founder and Chief Investment Officer of Hestia, commented:

"We appreciate that ISS and Glass Lewis have endorsed our case for meaningful boardroom change and recommended stockholders vote for Hestia-nominated director candidates. Our five-member slate is incredibly excited about the opportunity to fix Pitney Bowes' addressable issues and implement a plan to spur a value-enhancing turnaround for stockholders, employees, partners and customers. It has been a long decade of broken promises, large losses and limited accountability for a Chief Executive Officer who has filled the boardroom with allies and received more than $66 million in compensation for sustained failure. Fortunately, the Company's core segments ? SendTech and Presort ? are exceptional businesses that can power a lasting turnaround once they are prioritized and no longer neglected at the expense of the perpetually mismanaged Global Ecommerce segment. Our slate believes Pitney Bowes will become a much more sustainable business once the Global Ecommerce segment stops hindering the Company's credit profile, earnings and free cash flow. As S&P Global Ratings recently put it, "[t]he path to sustainable growth and EBITDA generation from the GEC segment?critical in our view to the long-term health of Pitney Bowes?remains muddled and once again delayed."

Following the Annual Meeting, if elected, our slate intends to put this contest behind us and start working closely with the remaining directors to ensure a seamless transition and facilitate a pivot in strategy. Our slate has identified significant room for improvement based on the Company's eight-year-old strategy driving negative total stockholder returns of roughly 80% and numerous credit downgrades. Our slate will benefit from certain incumbent directors' knowledge, just as we believe they will benefit from having new perspectives and no interlocks in the boardroom. We look forward to continuing to engage with fellow stockholders to achieve our goal of helping Pitney Bowes enhance its corporate governance, improve its capital structure and credit profile, and optimize the Company's core segments and Global Ecommerce unit."

As a reminder, ISS recommended stockholders vote for four Hestia nominees: Milena Alberti-Perez, Todd Everett, Katie May and Kurt Wolf. It noted the following in its report:1

Glass Lewis recommended stockholders vote for Hestia nominees Katie May, Lance Rosenzweig and Kurt Wolf, noting in its report:2

Hestia's five-member slate includes experienced c-level leaders who are committed to working with the remaining directors and possess the right skillsets to address Pitney Bowes' most critical areas:

Milena Alberti-Perez

Todd Everett

Katie May

Lance Rosenzweig

Kurt Wolf

 

 

 

 

 

  • Chief Financial Officer experience
  • Former Newgistics Chief Executive Officer
  • Former ShippingEasy Chief Executive Officer
  • Proven turnaround Chief Executive Officer
  • Top three Pitney Bowes stockholder
  • Public company board service
  • Mailing, shipping and logistics expertise
  • Public company board service
  • Public company board service
  • Record of working well with refreshed boards
  • Audit, M&A and capital allocation expertise
  • Customer insight
  • Mailing, shipping and logistics expertise
  • Cost management expertise
  • Strategic planning and capital allocation expertise
  • Endorsed by ISS
  • Endorsed by ISS
  • Endorsed by ISS and Glass Lewis
  • Endorsed by Glass Lewis
  • Debt reduction knowledge

 

  • Endorsed by ISS and Glass Lewis

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As a reminder, Hestia is seeking to elect five highly qualified and independent candidates to Pitney Bowes' nine-member Board at the Company's Annual Meeting on May 9, 2023.

To maximize the likelihood of a turnaround at Pitney Bowes, we urge you to vote for Hestia's full slate on the WHITE universal proxy card or WHITE voting instruction form.

Visit www.TransformPBI.com to download a copy of our investor presentation, receive future updates and obtain information on how to vote for Hestia's full slate.

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About Hestia Capital

Hestia Capital is a long-term focused, deep value investment firm that typically makes investments in a narrow selection of companies facing company-specific, and/or industry, disruptions. Hestia seeks to leverage its General Partner's expertise in competitive strategy, operations and capital markets to identify attractive situations within this universe of disrupted companies. These companies are often misunderstood by the general investing community or suffer from mismanagement, which we reasonably expect to be corrected, and provide the ?price dislocations' which allows Hestia to identify, and invest in, highly attractive risk/reward investment opportunities.

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1 Permission to quote ISS was neither sought nor obtained. Emphases added.
2 Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.



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