Pitney Bowes shareholders voted today to add four new directors from a slate of five proposed by activist firm Hestia Capital Management to join the nine-member board, backing a group of investors looking for wholesale changes to reverse the fortunes of the postal consolidation and cross-border ecommerce firm.
Those elected include Katie May, formerly CEO of ShippingEasy and a former director of Stamps.com; Hestia principal Kurt Wolf; Todd Everett, former president and CEO of Newgistics, which was acquired by Pitney Bowes in 2017; and Milena Alberti-Perez, former CFO of both Getty Images and adtech firm MediaMath.
The one Hestia candidate not elected was turnaround specialist Lance Rosenzweig. Three independent proxy advisory firms — Egan-Jones Proxy Services, Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. — had been calling for “meaningful boardroom change” at Pitney Bowes, according to the opposition investors.
Reelected to the board were CEO Marc Lautenbach, Sheila Stamps, Mary Steele Guilfoile, Steven Brill and Darrell Thomas. Brill, a retired president of corporate strategy at UPS, and Thomas, a former VP and treasurer at Harley-Davidson, were just added in March.
Shares in Pitney Bowes were up over 10% of late morning as the market reacted positively to the news. Its market capitalization sits at about $580 million, compared to $2 billion at the start of Lautenbach’s tenure in 2012. The opposition group has been calling for his ouster.
Hestia and other large investors have targeted Pitney Bowes’ challenged cross-border ecommerce unit for sale, stressing the company should focus on its more profitable postal consolidation and legacy postage meter businesses. Lautenbach told analysts on an earnings call last week that “everything was on the table” in terms of strategic options including divestment, while not commenting specifically on the cross-border unit.
The company reported a 10% drop in Q1 revenue and a net loss of $8 million vs. income of $21 million in 2022, plus unspecified layoffs in its global ecommerce and domestic parcel units.
“We welcome all new directors, including the nominees of Hestia Capital Partners, and look forward to working with them constructively on the future of the company and on behalf of all shareholders,” Pitney Bowes said in a statement.
In March, Pitney Bowes said in its proxy statement that three incumbent directors – Michael Roth, S. Douglas Hutcheson and David L. Shedlarz – were stepping down, as Thomas and Brill were added. The company also supported the nomination of May.
Wolf thanked shareholders who had engaged with Hestia and its nominees, saying their input would benefit them as they worked with the existing board members “to spur a value-generating turnaround at Pitney Bowes.”
“Now that this election contest is over, all of our time can be devoted to strengthening the company,” he said. “Our slate believes it has been given a mandate for constructive, positive change. We look forward to working with our fellow directors to deliver on that mandate over the near term and long term.”