Pitney Bowes (PBI) investors approve directors, auditor and say-on-pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pitney Bowes Inc. reported the results of its annual meeting of stockholders held on May 12, 2026. Stockholders elected five directors for one-year terms expiring at the 2027 annual meeting, with support levels generally above 90% of votes cast for most nominees.

For example, Kurt Wolf received 86,058,941 votes for and 660,325 against, while Peter Brimm received 85,592,797 for and 1,118,756 against. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 by 109,410,968 votes for and 2,182,883 against.

In addition, stockholders approved a non-binding advisory vote on executive compensation, with 83,947,862 votes for, 2,523,786 against and 396,739 abstentions. The Board and its Executive Compensation Committee plan to consider these results when evaluating future executive pay programs.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Kurt Wolf director votes for: 86,058,941 votes Kurt Wolf director votes against: 660,325 votes Auditor ratification votes for: 109,410,968 votes +4 more

7 metrics

Kurt Wolf director votes for 86,058,941 votes Election of directors at 2026 annual meeting

Kurt Wolf director votes against 660,325 votes Election of directors at 2026 annual meeting

Auditor ratification votes for 109,410,968 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 2,182,883 votes Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 83,947,862 votes Non-binding advisory vote to approve executive compensation

Say-on-pay votes against 2,523,786 votes Non-binding advisory vote to approve executive compensation

Broker non-votes on director items 24,904,853 votes Director election proposals at 2026 annual meeting

Key Terms

annual meeting of stockholders, broker non-vote, independent registered public accounting firm, non-binding advisory vote, +1 more

5 terms

annual meeting of stockholders financial

"held its annual meeting of stockholders (the "Annual Meeting") on May 12, 2026"

broker non-vote financial

"Broker Non-Vote 24,904,853"

independent registered public accounting firm financial

"independent registered public accounting firm for 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

"Proposal 3 – Non-binding Advisory Vote to Approve Executive Compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

executive compensation financial

"The advisory vote on executive compensation was approved"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Understanding 8-K Material Events →

05/15/2026 - 08:31 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

May 12, 2026
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.)

Address:

27 Waterview Drive,

Shelton,

Connecticut

06484

Telephone Number:

(203)

922-4000

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:

☐ 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

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 Act. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) Pitney Bowes, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") on May 12, 2026, at which the Company's stockholders voted on the below proposals, which are described in further detail in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 30, 2026.

(b) Each of the matters submitted to the stockholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the stockholders are as follows:

Proposal 1 - Election of Directors

The nominees for election to the Board at the Annual Meeting received the number of votes reported below:


Director Nominee	Vote For	Vote Against	Abstain	Broker Non-Vote
Peter Brimm	85,592,797	1,118,756	156,834	24,904,853
Catherine Levene	77,478,741	8,672,390	717,256	24,904,853
Brent Rosenthal	85,356,784	1,350,009	161,594	24,904,853
Wayne Walker	79,434,424	7,274,411	159,552	24,904,853
Kurt Wolf	86,058,941	660,325	149,121	24,904,853

Accordingly, Mr. Brimm, Ms. Levene, Mr. Rosenthal, Mr. Walker and Mr. Wolf were elected to serve as directors of the Company for a one-year term expiring at the 2027 Annual Meeting of Stockholders.

Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2026

The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026 was ratified. The voting results were as follows:


Vote For	Vote Against	Abstain	Broker Non-Vote
109,410,968	2,182,883	179,389	—

Proposal 3 – Non-binding Advisory Vote to Approve Executive Compensation

The advisory vote on executive compensation was approved. The voting results were as follows:


Vote For	Vote Against	Abstain	Broker Non-Vote
83,947,862	2,523,786	396,739	24,904,853

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

SIGNATURES

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


	Pitney Bowes Inc.

	By:	/s/ Lauren Freeman-Bosworth
	Name: Lauren Freeman-Bosworth
Date: May 15, 2026	Title: Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Pitney Bowes (PBI) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing five directors, ratifying PricewaterhouseCoopers LLP as the 2026 independent registered public accounting firm, and approving a non-binding advisory resolution on executive compensation, all of which received the requisite votes for approval.

Which director nominees were elected at Pitney Bowes (PBI) 2026 annual meeting?

Stockholders elected Peter Brimm, Catherine Levene, Brent Rosenthal, Wayne Walker and Kurt Wolf to one-year board terms expiring at the 2027 annual meeting, each receiving more votes for than against, with substantial broker non-votes reported on the director election proposals.

How did Pitney Bowes (PBI) investors vote on executive compensation in 2026?

The non-binding advisory vote on executive compensation was approved, with 83,947,862 votes for, 2,523,786 against and 396,739 abstentions. The Board and its Executive Compensation Committee intend to consider these results when making future decisions about the company’s executive compensation program.

Was PricewaterhouseCoopers LLP reappointed as Pitney Bowes (PBI) auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Pitney Bowes’ independent registered public accounting firm for 2026, with 109,410,968 votes for, 2,182,883 against and 179,389 abstentions, indicating strong support for continuing the firm’s audit engagement for the current year.

What are broker non-votes in the Pitney Bowes (PBI) 2026 voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals, often director elections or say-on-pay, because the beneficial owners did not provide instructions. For Pitney Bowes, director and compensation items each showed 24,904,853 broker non-votes.

Will Pitney Bowes (PBI) change its executive pay program based on the 2026 vote?

The Board and Executive Compensation Committee stated they will consider the advisory vote results when making future executive compensation decisions. The vote was supportive overall, so any specific changes would be determined in subsequent evaluations and future compensation planning cycles.

Filing Exhibits & Attachments

4 documents