Hestia Capital’s Materials Demonstrate Lack of Understanding of Pitney Bowes’ Business and Industry
Corrects the Claims Outlined in Hestia’s Six “Value Creation Pillars”
Urges Shareholders to Vote FOR Pitney Bowes’ Nominees and Katie May on the GOLD Proxy Card
Pitney Bowes (the “Company”) (NYSE:PBI), a global shipping and mailing company that provides technology, logistics, and financial services, today issued the following statement:
Hestia Capital (“Hestia”) recently issued an investor presentation consisting of misleading claims, wrong facts, and ill-conceived suggestions, which the Company believes demonstrate a lack of understanding of Pitney Bowes’ business and a disregard for long-term value creation. Pitney Bowes filed an investor presentation with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on May 9, 2023 and in response to Hestia Capital’s (“Hestia”) misleading claims and value-destructive strategic plan for the Company. The full presentation can be found here.
Key Highlights of the Presentation
- Hestia’s presentation outlines a highly misleading narrative meant to confuse investors. Hestia’s generic “plan” contains a laundry list of amorphous goals but lacks any specificity on timing or actions to take.
- In contrast, Pitney Bowes’ Board and management team have a clear path forward: Pitney Bowes’ leadership has driven a Company transformation and reorganized the business into three primary synergistic segments – SendTech, Presort, and Global Ecommerce (“GEC”) – which will simplify the mailing and shipping process in response to the demands of a rapidly changing business environment. The Company is focused on delivering real, sustainable value to shareholders.
- Hestia’s focus on unallocated costs is misleading, as those costs are only a subset of (not total) SG&A, and Hestia compares Pitney Bowes to unrelated companies.
- In fact, Pitney Bowes’ SG&A (including restatements) as a percentage of revenue was 25.6% in 2022, well within the 12–44% range of its Form 10K peers. Hestia decided to cherry-pick unrelated peers like J&J, P&G, PepsiCo, and Disney to fit a misleading narrative.
- Hestia has vague or poorly thought-out proposals for Pitney Bowes’ businesses.
- Hestia’s proposals for Pitney Bowes’ GEC and SendTech businesses will drive down revenue and reduce shareholder value. Hestia proposes shrinking its assumed GEC domestic business size by ~50% to reduce sales by ~$600MM, which it claims will be mitigated by a “plan” that lacks detail and discipline.
- In Presort, the Company has always been, and continues to pursue, the strategy of tuck-in acquisitions, yet Hestia somehow thinks this is a new idea.
- Hestia seeks to create a false urgency about our debt profile; in fact, our refinancings have carefully managed our maturities.
- Only approximately $230 million of debt is coming due until March 2026, and Pitney Bowes has various options available to it to address that.
In short, Hestia’s so-called “pillars” are nothing of the kind and cannot justify the kind of radical change Hestia has advocated. Pitney Bowes’ shareholders are instead encouraged to review the Company’s investor presentation for a comprehensive update on the Company’s business, and the Board of Directors who have instituted best-in-class governance and strategy oversight to realize long-term value creation at Pitney Bowes for all shareholders. The Company’s investor presentation can be found here.
VOTE THE GOLD PROXY CARD TODAY FOR ALL PITNEY BOWES’ RECOMMENDED NOMINEES
The Board urges all shareholders to vote “FOR” all the nominees recommended by the Pitney Bowes Board (all eight Company nominees and the recommended Hestia nominee, Katie May) on the GOLD proxy card today. All Pitney Bowes shareholders of record as of the close of business on March 10, 2023 are entitled to vote in connection with the Annual Meeting. Please vote TODAY using one of the following methods:
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Vote Online
Go to the website identified on the enclosed GOLD proxy card or voting instruction form.
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Vote by Mail
If you received your Annual Meeting material by mail, you also may choose to grant your proxy by completing, signing, dating, and returning the enclosed GOLD proxy card.
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To view the presentation, or for more information about the 2023 Annual Meeting, please visit: www.VoteforPitneyBowes.com. Shareholders who have any questions or need assistance voting may contact the Company’s proxy solicitor, Morrow Sodali LLC, toll-free at 1 (800) 662-5200.
About Pitney Bowes
Pitney Bowes (NYSE:PBI) is a global shipping and mailing company that provides technology, logistics, and financial services to more than 90 percent of the Fortune 500. Small business, retail, enterprise, and government clients around the world rely on Pitney Bowes to remove the complexity of sending mail and parcels. For the latest news, corporate announcements and financial results visit https://www.pitneybowes.com/us/newsroom.html. For additional information visit Pitney Bowes at www.pitneybowes.com.
Forward-Looking Statements
This document contains “forward-looking statements” about the Company’s expected or potential future business and financial performance. Forward-looking statements include, but are not limited to, statements about future revenue and earnings guidance and future events or conditions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, we continue to navigate the impacts of the Covid-19 pandemic (Covid-19) as well as the risk of a global recession, and the effects that they may have on our and our clients’ business. Other factors which could cause future financial performance to differ materially from expectations, and which may also be exacerbated by Covid-19 or the risk of a global recession or a negative change in the economy, include, without limitation, declining physical mail volumes; changes in postal regulations or the operations and financial health of posts in the U.S. or other major markets or changes to the broader postal or shipping markets; the loss of, or significant changes to, United States Postal Service (USPS) commercial programs, or our contractual relationships with the USPS or USPS’ performance under those contracts; our ability to continue to grow and manage volumes, gain additional economies of scale and improve profitability within our Global Ecommerce segment; changes in labor and transportation availability and costs; and other factors as more fully outlined in the Company’s 2022 Form 10-K Annual Report and other reports filed with the Securities and Exchange Commission (the “SEC”). Pitney Bowes assumes no obligation to update any forward-looking statements contained in this document as a result of new information, events or developments.
Important Additional Information and Where to Find It
Pitney Bowes has filed a definitive proxy statement (the “Proxy Statement”) and other documents with the SEC in connection with its solicitation of proxies from shareholders in respect of the Annual Meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING PITNEY BOWES’ PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AND THE ACCOMPANYING GOLD PROXY CARD, FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT PITNEY BOWES. Shareholders may obtain free copies of the Proxy Statement and other relevant documents that Pitney Bowes files with the SEC and on Pitney Bowes’ website at www.pitneybowes.com or from the SEC’s website at www.sec.gov.
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