annualmeetingbylaws8k


 

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 15, 2012 (May 13, 2013)
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.)

World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices)

(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))



    


ITEM 5.03    Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On May 13, 2013, the Board of Directors (the “Board”) of Pitney Bowes Inc. (the “Company”) adopted Amended and Restated By-Laws of the Company (the “Amended and Restated By-laws”). The Amended and Restated By-laws became effective immediately upon their adoption by the Board. A summary of the changes to the Amended and Restated By-laws is set forth below.
•
Special Meetings of the Board. The Amended and Restated By-laws provide that special meetings of the Board may also be called by any two directors by written request to the Chairman.
•
Advance Notice Requirements. The Amended and Restated By-laws also revised the Company’s existing advance notice requirements to provide that, to be considered timely, a stockholder’s advance notice for nominations or other business to be brought before an annual meeting must be delivered between 90 and 120 days of the first anniversary of the preceding year’s annual meeting. In the event that the date of the annual meeting is more than 30 days before or 60 days after such anniversary, such notice must be delivered between 90 and 120 days prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement is first made. The Amended and Restated By-laws also include certain additional disclosure requirements for any stockholder intending to make nominations or bring other business before an annual meeting.
For a stockholder nomination or a proposal of other business to be considered at the Company’s 2014 annual meeting of stockholders, it must be properly submitted to the Company’s Secretary at the Company’s principal executive offices no earlier than January 13, 2014 and no later than February 12, 2014.
•
Emergency By-laws. The Amended and Restated By-laws provide that, in the event of an emergency as a result of which a quorum of the Board or a standing committee of the Board cannot readily be convened, the director or directors in attendance at a meeting thereof shall constitute a quorum and may appoint any standing or temporary committees as they shall deem necessary and appropriate.
•
Miscellaneous. The Amended and Restated By-laws also contain a number of conforming and other non-material changes, such as providing for electronic transmission of waivers and when the Board can act by committee.
The description above is qualified in its entirety by reference to the Amended and Restated By-laws, a copy of which is filed as Exhibit 3 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
ITEM 5.07  Submission of Matters to a Vote of Security Holders.
(a)
The Company’s Annual Meeting was held on May 13, 2013.

(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 following individuals were elected to serve as directors of the Company for a one year term expiring at the 2014 Annual Meeting of Stockholders.

    


Director Nominee
Vote For
Vote Against
Abstain
Broker Non-Vote
Linda G. Alvarado
118,270,998
2,638,530
655,513
45,531,094
Ann M. Busquet
118,774,390
2,114,891
675,760
45,531,094
Roger Fradin
118,882,559
1,973,836
708,646
45,531,094
Anne Sutherland Fuchs
118,591,656
2,291,734
681,651
45,531,094
S. Douglas Hutcheson
118,873,468
1,979,177
712,396
45,531,094
Marc B. Lautenbach
118,815,384
2,057,490
692,167
45,531,094
Eduardo R. Menascé
118,219,650
2,638,600
706,791
45,531,094
Michael I. Roth
117,404,911
3,445,693
714,437
45,531,094
David L. Shedlarz
118,420,247
2,430,574
714,220
45,531,094
David B. Snow, Jr.
118,736,594
2,114,602
713,845
45,531,094

Proposal 2 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2013
The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2013 was ratified. The voting results were as follows:

Vote For
Vote Against
Abstain
Broker Non-Vote
164,272,304
1,729,125
1,094,706
0

Proposal 3 – Advisory Vote on Executive Compensation
The advisory vote on executive compensation was approved. The voting results were as follows:
Vote For
Vote Against
Abstain
Broker Non-Vote
112,533,273
7,645,565
1,386,203
45,531,094

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

Proposal 4 – Pitney Bowes Inc. 2013 Stock Plan
The Pitney Bowes Inc. 2013 Stock Plan was approved. The voting results were as follows:
Vote For
Vote Against
Abstain
Broker Non-Vote
107,700,194
12,474,088
1,390,759
45,531,094

ITEM 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits


    


 
 
 
Exhibit Number
 
 
 
(3)
 
Pitney Bowes Inc. Amended and Restated By-laws (effective as of May 13, 2013)


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 15, 2013
 
 
 
 
 
 
 
 
 
 /s/ Amy C. Corn
 
 
Amy C. Corn
 
 
Vice President, Secretary and Chief Governance Officer