Hestia Capital Files 13D/A on Pitney Bowes, Signals Continued Activism

TL;DR

**Hestia Capital is still actively involved with Pitney Bowes, expect more activist pressure.**

AI Summary

Hestia Capital Partners LP, an activist investor, filed Amendment No. 6 to its Schedule 13D on February 1, 2024, indicating a continued active interest in Pitney Bowes Inc. This amendment updates their beneficial ownership and intentions regarding the company. Investors should note that Hestia Capital, led by Kurtis J. Wolf, has been a vocal shareholder, previously engaging in proxy contests and advocating for strategic changes at Pitney Bowes. This ongoing engagement suggests potential future actions that could influence the company's direction and stock performance.

Why It Matters

This filing confirms Hestia Capital's sustained interest in Pitney Bowes, meaning the company remains under activist scrutiny, which could lead to further strategic shifts or governance changes.

Risk Assessment

Risk Level: medium — Activist investor involvement can create volatility and uncertainty, but also potential for positive change, making the risk level medium.

Analyst Insight

Investors should monitor future filings from Hestia Capital for any changes in their stake or explicit demands, as their continued activism could drive significant corporate actions or governance shifts at Pitney Bowes.

Key Numbers

• 724479100 — CUSIP Number (identifies Pitney Bowes Common Stock)
• 0000921895-24-000177 — Accession Number (unique identifier for this specific SEC filing)
• February 1, 2024 — Filing Date (date the SC 13D/A was filed)
• January 31, 2024 — Date of Event (date that triggered the filing requirement)
• Amendment No. 6 — Amendment Number (indicates this is the sixth update to the original Schedule 13D)

Key Players & Entities

• Hestia Capital Partners LP (company) — the filing person and activist investor
• Pitney Bowes Inc. (company) — the subject company of the filing
• Kurtis J. Wolf (person) — contact person for Hestia Capital Management, LLC
• Olshan Frome Wolosky LLP (company) — legal counsel for Hestia Capital
• Andrew Freedman (person) — contact person for Olshan Frome Wolosky LLP
• $1.00 (dollar_amount) — par value per share of Pitney Bowes Common Stock

Forward-Looking Statements

• Hestia Capital will continue to advocate for strategic changes at Pitney Bowes. (Hestia Capital Partners LP) — high confidence, target: Within the next 12 months
• Pitney Bowes' management will face continued pressure from activist shareholders. (Pitney Bowes Inc.) — medium confidence, target: Within the next 6-12 months

FAQ

Key Financial Figures

• $1.00 — Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class o

Filing Documents

• sc13da612166003_02012024.htm (SC 13D/A) — 152KB
• ex991to13da612166003_020124.htm (EX-99.1) — 103KB
• 0000921895-24-000177.txt ( ) — 257KB

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended

Item 4 is hereby amended to add the following: On January 31, 2024, the Reporting Persons entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, the Issuer agreed, among other things, (a) to increase the size of the Issuer’s Board of Directors (the “Board”) from eight to ten directors, (b) to appoint William “Bill” Simon and Jill Sutton (the “New Directors”) to the Board, effective as of February 1, 2024, (c) to nominate the New Directors for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), (d) to not nominate any incumbent director serving on the Board as of the date of the Cooperation Agreement other than Steve Brill, Sheila Stamps, Darrell Thomas, Katie A. May, Milena Alberti-Perez, Todd Everett and Kurtis J. Wolf as directors of the Issuer at the 2024 Annual Meeting, and (e) to re-nominate the New Directors and Kurtis J. Wolf as directors for re-election at the Issuer’s 2025 annual meeting of stockholders. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain customary standstill restrictions (including with respect to nominating persons for election to the Board, submitting any proposal for consideration at any stockholder meeting, and soliciting any proxy, consent or other authority to vote from stockholders) from the date of the Cooperation Agreement until the date that is thirty (30) days prior to the first day of the advance notice period for the submission by stockholders of director nominations for consideration at the Issuer’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”) (such period, the “Cooperation Period”); provided, however, that the Cooperation Period shall be extended until the date that is thirty (30) days prior to the first day of the advance notice period for the submi

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On January 31, 2024, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Cooperation Agreement, dated January 31, 2024. 8 CUSIP No. 724479100

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 1, 2024 Hestia Capital Partners, LP By: Hestia Capital Management, LLC, its Investment Manager By: /s/ Kurtis J. Wolf Name: Kurtis J. Wolf Title: Managing Member Helios I, LP By: Hestia Capital Management, LLC, its Investment Manager By: /s/ Kurtis J. Wolf Name: Kurtis J. Wolf Title: Managing Member Hestia Capital Partners GP, LLC By: /s/ Kurtis J. Wolf Name: Kurtis J. Wolf Title: Managing Member Hestia Capital Management, LLC By: /s/ Kurtis J. Wolf Name: Kurtis J. Wolf Title: Managing Member /s/ Kurtis J. Wolf Kurtis J. Wolf 9

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View this SC 13D/A filing on SEC EDGAR