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PITNEY BOWES INC (PBI)

Sector: Industrials

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2026 Annual Meeting Analysis

PITNEY BOWES INC · Meeting: May 12, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

5

Directors AGAINST

0

Say on Pay

FOR

Auditor

AGAINST

Director Elections

Election of Directors

5 FOR
✓ FOR
Peter Brimm

Joined the board in 2025 (within the 24-month exemption window), so the TSR trigger does not apply; brings relevant capital allocation and investing experience with no overboarding, attendance, or independence concerns.

✓ FOR
Catherine Levene

Joined the board in 2024 (within the 24-month exemption window), so the TSR trigger does not apply; brings relevant media, technology, and executive leadership experience with no overboarding, attendance, or independence concerns.

✓ FOR
Brent Rosenthal

Joined the board in 2025 (within the 24-month exemption window), so the TSR trigger does not apply; brings extensive public company board and financial expertise, serves as Non-Executive Chair and Audit Committee Chair with no overboarding or independence concerns.

✓ FOR
Wayne Walker

Joined the board in 2025 (within the 24-month exemption window), so the TSR trigger does not apply; brings governance, finance, and organizational transformation experience with no overboarding, attendance, or independence concerns.

✓ FOR
Kurt Wolf

Has served on the board since 2023, and PBI's 3-year total shareholder return of +231.2% outperforms the company's disclosed peer group median of +33.3% by +197.9 percentage points, far exceeding the 65-percentage-point threshold needed to trigger a negative vote; the TSR trigger does not apply, and as CEO he is subject to the same analysis as all other directors.

All five director nominees are recommended FOR. Four of the five joined the board in 2025 or 2024 and fall within the 24-month new-director exemption from the TSR trigger. Kurt Wolf, who has served since 2023, passes the TSR test decisively — PBI's stock has outperformed its peer group by nearly 200 percentage points over three years. No overboarding, attendance, or independence issues were identified for any nominee.

Say on Pay

✓ FOR

CEO

Kurt Wolf

Total Comp

$3,573,306

Prior Support

N/A

CEO Kurt Wolf's total compensation of approximately $3.57 million is modest and well-structured for a company of Pitney Bowes' size — notably, his base salary is just $40,000 and approximately 99% of his pay is at risk through premium-priced stock options that only have value if the stock price rises above $12, $14, and $16 per share (all set above the grant-date price of $9.96). This structure represents an exceptionally strong alignment between executive pay and shareholder outcomes. The company's 2025 total shareholder return of 53.9% and strong improvement in earnings, free cash flow, and balance sheet metrics support the conclusion that incentive pay was earned, not simply awarded.

Auditor Ratification

✗ AGAINST

Auditor

PricewaterhouseCoopers LLP

Tenure

92 yrs

Audit Fees

$4,000,000

Non-Audit Fees

$600,000

⚑ auditor tenure exceeds 25 years

PwC has served as Pitney Bowes' auditor since 1934 — a relationship spanning approximately 92 years — which far exceeds the 25-year tenure threshold that triggers a negative vote under our policy. While the non-audit fee ratio is well within acceptable limits (audit-related fees of $0.6M represent only 15% of audit fees of $4.0M), and PwC is a Big 4 firm appropriate for a company of this size, the exceptionally long auditor tenure raises meaningful concerns about whether PwC can maintain full independence and professional skepticism after nearly a century with the same client. The proxy does disclose that PwC rotates its lead engagement partner every five years, which is a partial mitigant, but a partner rotation does not substitute for the fresh perspective that a full auditor change would bring.

Overall Assessment

The 2026 Pitney Bowes annual meeting ballot contains three proposals. We vote FOR all five director nominees and FOR the Say on Pay proposal, reflecting the company's exceptional stock performance and a well-aligned CEO compensation structure with nearly all pay at risk. We vote AGAINST auditor ratification solely due to PwC's extraordinarily long tenure of approximately 92 years, which triggers our policy threshold regardless of the firm's otherwise acceptable fee structure and Big 4 credentials.

Filing date: March 30, 2026·Policy v1.2·high confidence

Compensation Peer Group

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