Pitney Bowes Changes Fiscal Year End

TL;DR

PB is changing its fiscal year end to Dec 31st.

AI Summary

On May 6, 2024, Pitney Bowes Inc. filed an 8-K report detailing a change in its fiscal year end to December 31st, effective immediately. This filing also includes information regarding the submission of matters to a vote of security holders and financial statements, though specific details of these votes or financial figures are not provided in this excerpt.

Why It Matters

A change in fiscal year end can impact reporting schedules and investor analysis, potentially affecting how financial performance is viewed over time.

Risk Assessment

Risk Level: low — The filing primarily concerns administrative changes to reporting periods and does not indicate significant operational or financial distress.

Key Players & Entities

• Pitney Bowes Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• May 6, 2024 (date) — Date of report
• December 31 (date) — New fiscal year end

FAQ

Key Financial Figures

• $1 — ange on Which Registered Common Stock, $1 par value per share PBI New York Stock

Filing Documents

• pbi-20240506.htm (8-K) — 57KB
• exhibit3_1.htm (EX-3.1) — 10KB
• ex3_2pitneybowesincvf.htm (EX-3.2) — 135KB
• exhibit3_3vf.htm (EX-3.3) — 101KB
• exhibit3_4vf.htm (EX-3.4) — 151KB
• 0000078814-24-000031.txt ( ) — 707KB
• pbi-20240506.xsd (EX-101.SCH) — 3KB
• pbi-20240506_def.xml (EX-101.DEF) — 15KB
• pbi-20240506_lab.xml (EX-101.LAB) — 28KB
• pbi-20240506_pre.xml (EX-101.PRE) — 16KB
• pbi-20240506_htm.xml (XML) — 4KB

03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders held on May 6, 2024 (the "Annual Meeting"), stockholders of Pitney Bowes Inc. (the "Company") approved an amendment to the Company's Restated Certificate of Incorporation (the "Charter") to allow one or more stockholders who own at least 25% of the Company's common stock, and who satisfy certain procedures, to require that the Company call a special meeting of the stockholders. The amendment to the Charter became effective upon the filing of a Certificate of Amendment of Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware (the "Secretary of State") on May 6, 2024. The Board of Directors of the Company (the "Board") also approved a Restated Certificate of Incorporation (the "Restated Certificate"), that restated and integrated, but did not further amend, the Certificate (as amended through the filing of the certificate of amendment described above). On May 8, 2024, the Company filed the Restated Certificate with the Secretary of State, and it was effective upon filing. The foregoing summary of Certificate of Amendment is qualified in all respects by reference to the text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with approving the Charter amendment and recommending it to the Company's stockholders for approval, and as disclosed in the Company's 2024 proxy statement, the Board approved, contingent upon stockholder approval and implementation of the Charter amendment, amendments to the Company's Amended and Restated By-Laws (the "By-Laws," and, as so amended and restated, the "Contingent By-Laws") to conform to and further implement the Certificate of Amendment. The Contingent By-Laws spec

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Company held the Annual Meeting on May 6, 2024. (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 Nominee Vote For Vote Against Abstain Broker Non-Vote Milena Alberti-Perez 99,038,943 2,342,699 592,799 — Todd Everett 99,214,474 2,157,601 602,366 — Lance Rosenzweig 99,308,251 2,040,870 625,320 — Jill Sutton 99,808,146 1,582,501 583,794 — Kurt Wolf 99,410,691 2,045,877 517,873 — Accordingly, Ms. Alberti-Perez, Mr. Everett, Mr. Rosenzweig, Ms. Sutton and Mr. Wolf were elected to serve as directors of the Company for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Proposal 2 – Ratification of the Audit Committee's Appointment of the Independent Accountants for 2024 The appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2024 was ratified. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 99,368,271 2,443,881 162,289 — Proposal 3 – Approval of an amendment to the Company's Restated Certificate of Incorporation to Give Holders of 25% of the Company's Stock the Right to Request a Special Meeting The vote to approve an Amendment to the Company's Restated Certificate of Incorporation was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 99,457,745 2,243,750 272,946 — Proposal 4 – A Non-binding Advisory Vote to Approve Executive Compensation The advisory vote on executive compensation was approved. The voting results were as follows: Vote For Vote Against Abstain Broker Non-Vote 98,038,255 3

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 3.1 Certificate of Amendment and Restated Certificate of Incorporation of Pitney Bowes Inc., dated May 6, 2024. 3.2 Restated Certificate of Incorporation of Pitney Bowes Inc., as in effect on the date hereof. 3.3 Amended and Restated By-Laws of Pitney Bowes Inc., effective May 6, 2024. 3.4 Amended and Restated By-Laws of Pitney Bowes Inc., as amended on May 6, 2024 and in effect on the date hereof. 104 The cover page of Pitney Bowes Inc.'s Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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 8, 2024 Title: Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR