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  4. [8-K] PITNEY BOWES INC /DE/ Reports Material Event

Pitney Bowes shareholders back board, pay and auditor

Pitney Bowes Inc. reported the results of its annual meeting of stockholders held on May 12, 2026.

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.

Positive

  • None.

Negative

  • None.
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.
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
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"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
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.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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,Connecticut06484
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $1 par value per sharePBINew York Stock Exchange
6.70% Notes due 2043PBI.PRBNew 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 NomineeVote ForVote AgainstAbstainBroker Non-Vote
Peter Brimm85,592,7971,118,756156,83424,904,853
Catherine Levene77,478,7418,672,390717,25624,904,853
Brent Rosenthal85,356,7841,350,009161,59424,904,853
Wayne Walker79,434,4247,274,411159,55224,904,853
Kurt Wolf86,058,941660,325149,12124,904,853
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 ForVote AgainstAbstainBroker Non-Vote
109,410,9682,182,883179,389—


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 ForVote AgainstAbstainBroker Non-Vote
83,947,8622,523,786396,73924,904,853
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, 2026Title: Executive Vice President, General Counsel and Corporate Secretary
 

Source: View Original Filing on SEC EDGAR

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