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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 21, 2024
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 (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
Address: 3001 Summer Street, Stamford, Connecticut 06926
Telephone Number: (203) 356-5000
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))
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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Separation of Interim Chief Executive Officer
The employment of Jason Dies as Interim Chief Executive Officer of Pitney
Bowes Inc. (the "Company") ended effective May 21, 2024. The separation of Mr.
Dies as Interim Chief Executive Officer of the Company was not due to any
disagreement with the Company.
Pursuant to Mr. Dies' separation from the Company, as set forth in the terms
of that certain April 2024 retention agreement between Mr. Dies and the
Company (the "Retention Agreement"), Mr. Dies will be eligible to receive,
subject to his entry into a release agreement, an amount equal to $2,362,500,
less applicable taxes and withholdings, which amount represents 1.5 times Mr.
Dies' annual base salary (without giving effect to the monthly stipend he has
received for service as the Company's Interim Chief Executive Officer) plus
1.5 times his target annual bonus (the "Separation Amount"). In addition to
the Separation Amount, Mr. Dies is also entitled (subject to his satisfaction
of the release agreement requirement) to a pro-rata annual bonus corresponding
to the time he served as Interim CEO in 2024 (the "Pro-Rata Bonus") and 18
months of COBRA coverage for himself and his eligible dependents at active
employee rates. The Pro-Rata Bonus, if any, will be paid to Mr. Dies when
annual bonuses for then-active employees of the Company are paid, but no later
than March 15, 2025. Further, with this separation, Mr. Dies also became
entitled to an additional payment of $600,000, less applicable taxes and
withholdings, payable on September 8, 2024 pursuant to the Retention
Agreement. Finally, Mr. Dies is entitled to receive continued vesting in
certain long-term incentive awards under the terms of the Retention Agreement.
Specifically, the performance-based restricted stock unit award agreements
dated February 14, 2023 (with respect to 97,413 units) and October 2, 2023
(with respect to 38,205 units) will remain outstanding and continue to vest
and be settled in accordance with their terms. The 644,000 cash incentive
units granted to Mr. Dies on February 15, 2022 and the 426,666 cash incentive
units granted to Mr. Dies on February 14, 2023 will also remain outstanding
and actually vest over the applicable performance period of the award as
provided in the cash incentive unit award agreements.
Appointment of Chief Executive Officer
The Board approved the appointment of Lance Rosenzweig to serve as Interim CEO
of the Company, effective May 22, 2024. Mr. Rosenzweig will also continue to
serve as a member of the Board.
In connection with his appointment as CEO, the Company provided an employment
offer letter to Mr. Rosenzweig describing the terms and conditions of his
employment as Interim CEO with the Company (the "Rosenzweig Employment
Letter"). Pursuant to the terms of the Rosenzweig Employment Letter, Mr.
Rosenzweig will be entitled to the following: (a) a base salary of $95,000,
paid bi-weekly less applicable withholdings and other payroll deductions (the
"Base Salary") and (b) target annual equity-based awards with a target grant
date value of $4 million (the "LTIP Awards"). The LTIP Awards shall be split
into equity-based awards consisting of 40% restricted stock units that vest in
in four equal installments with 25% vesting on Mr. Rosenzweig's start date;
25% vesting on August 21, 2024; 25% vesting on November 20, 2024; and the
final 25% vesting on February 19, 2025, and 60% PSUs that vest, subject to the
achievement of certain metrics as determined by the Board. The LTIP Awards are
subject to Mr. Rosenzweig's continued employment with the Company as Interim
CEO through the
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applicable vesting date, and further all awards shall vest proportional only
for the period of time Mr. Rosenzweig serves as Interim CEO, unless the Board
otherwise determines. A copy of the Rosenzweig Employment Letter is filed as
Exhibit 10.1 to this Report and incorporated herein by reference.
Mr. Rosenzweig's employment as Interim CEO will be "at-will" and can be
terminated by Mr. Rosenzweig or the Company at any time for any reason.
Following Mr. Rosenzweig's appointment as Interim CEO, he shall remain a
member of the Board. However should he cease to be the Company's Interim CEO
for any reason, he will be required to tender his resignation from the Board
and the Board shall decide whether to accept such resignation. Mr. Rosenzweig
will not receive additional compensation for serving as a director during such
period of time he is serving as Interim CEO.
Mr. Rosenzweig, age 61, previously served as Chief Executive Officer of
Support.com, Inc., a leading provider of customer and technical support
solutions and security software, from August 2022 to October 2022. Previously,
he served as Chief Executive Officer of Startek Inc., a global business
process outsourcing company, from July 2018 to January 2020. Previously, Mr.
Rosenzweig held various leadership roles, including Vice President at GE
Capital from 1991 to 1993, Vice President of Dean Witter, Discover & Co. from
1989 to 1991, Senior Vice President of Capel Court Financial Services from
1987 to 1989, and Corporate Planning Manager at Jefferson Smurfit Corp. from
1985 to 1987. Mr. Rosenzweig has served on the Board of the Company since
April 2024 and also serves on the board of directors of GC Parent, LLC and
chair of the board of directors at Internap Holding, LLC, and has served as a
member of the board of directors at several public and private companies,
including Boingo Wireless, Inc., from 2014 to 2021, and NextGen Healthcare,
Inc., from 2012 to 2021.
The selection of Mr. Rosenzweig to serve as the Company's Interim CEO was not
pursuant to any arrangement or understanding with any other person and there
are no family relationships between Mr. Rosenzweig and any director or
executive officer of the Company. Mr. Rosenzweig is not a party to any
transaction, or series of transactions, required to be disclosed pursuant to
Item 404(a) of Regulation S-K
.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Employement Letter between Lance Rosenzweig and Pitney Bowes, Inc. dated May 21, 2024.
104 The cover page of Pitney Bowes Inc.'s Current Report on Form 8-K, formatted in Inline XBRL.
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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 23, 2024 Title: Executive Vice President, General Counsel and Corporate Secretary
Exhibit 10.1
May 21, 2024
Lance Rosenzweig
11925 Currituck Dr
Los Angeles CA 90449
Dear Lance:
I am pleased to confirm our offer for you to serve Pitney Bowes Inc.
("Company") as its Interim Chief Executive Officer ("Interim CEO"), reporting
directly to the Company's Board of Directors (the "Board"), with your service
as Interim CEO beginning on May 22, 2024 (the "Start Date"). Subject to Board
approval, the terms of your compensation and benefits package are as follows:
1. Your base salary will be at the annualized rate of $95,000 paid on a
bi-weekly basis, less applicable withholdings and other payroll deductions.
2. Your position is eligible for a long-term incentive award with a target
grant value of $4 million (calculated as provided below), split 40/60 between
restricted stock units ("RSUs") and performance stock units ("PSUs"). The RSUs
will vest in four equal installments with 25% vesting on your Start Date; 25%
vesting on August 21, 2024; 25% vesting on November 20, 2024; and the final
25% vesting on February 19, 2025, provided that, in the event you cease
serving as the Interim CEO for any reason (including, for the avoidance of
doubt, by reason of your termination of employment for any reason, or the
appointment of anyone other than you as non-interim, or interim Chief
Executive Officer (even if you continue to be employed in some other capacity
or continue to serve on the Board following such other individual's
appointment as non-interim or interim Chief Executive Officer)), you will
forfeit all unvested RSUs for no consideration.
3. The performance metrics applicable to the PSUs will be established by
the Board as previously communicated to you and must be met in order for the
PSUs to vest. In making its determination, the Board will consider, in its
sole discretion, the extent of performance toward the achievement of the
respective objective if the term of employment as Interim CEO ends prior to
the performance objective being achieved. Furthermore, the Board will also
consider any other macro events or other events outside of your control in
determining whether to make any adjustments to performance objectives or
achievement thereof.
4. Your long-term incentive award will be granted to you promptly following
your Start Date and the number of shares underlying the award will be
calculated by dividing $1,600,000, with respect to the RSUs, and $2,400,000,
with respect to the PSUs, by the average trading price of a share over the ten
trading days prior to your Start Date. The RSUs and PSUs will be subject to
your continued employment with the Company through the applicable vesting date
as Interim CEO and the terms and conditions of the applicable award agreements
evidencing the awards.
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5. As of your Start Date, you will continue to serve as a member of the
Board. Should you cease to be the Company's Interim CEO for any reason, you
shall tender your resignation from the Board and the Board shall decide
whether to accept such resignation. You shall not receive additional
compensation for continuing to serve on the Board during your term of service
as Interim CEO.
During your employment with the Company you will be entitled to participate in
any employee benefit plan, perquisite or arrangement offered to similarly-situat
ed senior executives at your compensation band level, subject in each case to
the applicable terms and conditions of the applicable plan or program as in
effect from time to time; provided, however, you will not be eligible to
participate in the Pitney Bowes Severance Pay Plan or the Senior Executive
Severance Policy or receive any other severance benefits or payments in
connection with the termination of your employment as Interim CEO, regardless
of the reason that you no longer serve as Interim CEO. Also, you understand
and agree that you shall also not be entitled to receive an annual cash
incentive award of any nature or type.
In addition, you will be entitled to reimbursement of up to $20,000 for
reasonable legal fees in connection with the negotiation of the terms of your
employment as Interim CEO, subject to documentation of such fees pursuant to
Company policy.
Your employment will be at-will and can be terminated by you or the Company at
any time and for any reason. In accepting this offer, you agree that you have
relied only on the terms set forth above and in the attached Terms and
Conditions, and not on any other representation or statement made by a Company
employee, agent or representative. The Company periodically conducts market
reviews of its compensation structure and reserves the right to amend, modify
or terminate its compensation and benefit programs.
This offer is subject to the terms set forth in the attached document, Terms
and Conditions.
Sincerely,
PITNEY BOWES INC.
Name: Lauren Freeman-Bosworth
Title: Executive Vice President, General Counsel & Corporate Secretary
AGREED AND ACCEPTED:
Lance Rosenzweig
May 22, 2024
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Terms and Conditions
1. As a condition of employment, you will be required to enter into and
comply with a Proprietary Interest Protection Agreement in a form acceptable
to the Company.
2. As a condition of your employment, you will be required to enter into
and comply with a PB Resolve Agreement. The PB Resolve Agreement requires,
among other provisions, that all covered disputes you may have with the
Company, and that the Company may have with you, be submitted to the Company's
alternate dispute resolution process ("PB Resolve"), which includes full and
final resolution of disputes through a four-step process, ending with binding
arbitration.
3. Compliance, as an express condition of employment, applicable Company
policies, including the Pitney Bowes Drug Free Workplace and Substance Policy
Statement dated June 1, 1989.
4. You will provide the proper documents and information to complete
required immigration control forms (1-9) within three business days of your
Start Date.
5. You will not provide to Pitney Bowes, nor use in your employment with
Pitney Bowes, any documents or any confidential information concerning any
business, technical or other matters of which you might be aware as a result
of your former employment, or from any other party. If at any time you are in
doubt about whether or not to bring with you any information or disclose any
such information, you should resolve the situation by not disclosing or
discussing any such information. Violation of this important instruction will
be grounds for immediate dismissal.
6. You have advised us that you are not under any current or former
agreement that prohibits you from being employed by Pitney Bowes or from
performing any of the job duties and responsibilities for the position you are
being offered. You understand that in the event such an agreement exists,
Pitney Bowes has the right to end your employment or contest the agreement at
its sole discretion. In addition, you understand and agree that your
employment is "at-will", which means that you or Pitney Bowes can end your
employment at any time for any reason.
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