SEC Form SC 13D/A filed by Pitney Bowes Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Pitney Bowes Inc.

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

724479100

(CUSIP Number)

KURTIS J. WOLF

HESTIA CAPITAL MANAGEMENT, LLC

175 Brickyard Road, Suite 200

Adams Township, Pennsylvania 16046

(724) 687-7842

With a copy to:

ANDREW FREEDMAN

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 31, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

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 submission by stockholders of director nominations for consideration at the Issuer’s 2027 annual meeting of stockholders if (a) the Board agrees to re-nominate the New Directors for election at the 2026 Annual Meeting, (b) the Board agrees to re-nominate Mr. Wolf for election at the 2026 Annual Meeting and Mr. Wolf agrees to such re-nomination, and (c) such re-nominations occur no later than forty (40) days prior to the first day of the advance notice period for submission by stockholders of director nominations at the 2026 Annual Meeting. During the Cooperation Period, the Reporting Persons and the Issuer also agreed to certain mutual non-disparagement provisions.

During the Cooperation Period, the Reporting Persons also agreed to vote all of their Shares (a) in favor of the nominees for director recommended by the Board and (b) in accordance with the Board’s recommendation with respect to any other matter presented to stockholders; provided, however, that the Reporting Persons shall be permitted to vote in their sole discretion on any proposal of the Issuer in respect of any Extraordinary Transaction (as defined the Cooperation Agreement) and in accordance with Institutional Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”) if both ISS and Glass Lewis publish a voting recommendation that differs from the Board’s recommendation with respect to any proposal (other than proposals related to director elections, removals or replacements, the authorization of shares, or the issuance of equity in connection with employee compensation) submitted to stockholders during the Cooperation Period. In addition, during the Cooperation Period, the Reporting Persons also agreed not to acquire beneficial ownership of or economic exposure to more than 9.9% of the outstanding Shares.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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.

Item 7 is hereby amended to add the following exhibit:

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