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This excerpt taken from the PBI 8-K filed Nov 12, 2009.
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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.

          (e) On November 7, 2009, the Board of Directors of Pitney Bowes Inc. (the “Board”) approved and adopted a resolution amending the Pitney Bowes Pension Restoration Plan on December 31, 2009 to provide that, effective as of December 31, 2014, all future benefit accruals under the Pitney Bowes Pension Restoration Plan will automatically cease for all participants, and the accrued benefits under the Pitney Bowes Pension Restoration Plan will be determined and frozen as of that date. This action was taken in connection with the Board’s determination to freeze the Pitney Bowes Inc. Pension Plan also effective as of December 31, 2014. These changes to the Pitney Bowes Pension Restoration Plan and the Pitney Bowes Inc. Pension Plan (collectively, the “Pension Plans”) will not affect benefits earned by participants prior to December 31, 2014. The Pension Plans have been frozen to new participants since December 31, 2004 and each of Pitney Bowes’ named executive officers, other than Mr. Patrick Keddy, participate in these Pension Plans.

          The Board also approved and adopted a resolution, effective January 1, 2015, amending the Pitney Bowes Inc. 401(k) Restoration Plan, the Pitney Bowes 401(k) Plan and the Pitney Bowes Management Services, Inc. 401(k) Plan for Non-Exempt Employees to provide a 2% annual core contribution for all participants of the Pension Plans, in lieu of further pension accruals.


 

 



This excerpt taken from the PBI 8-K filed Apr 7, 2009.

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))


 

This excerpt taken from the PBI 8-K filed Jan 13, 2009.

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))


 

This excerpt taken from the PBI 8-K filed May 13, 2008.
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))


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
  ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
  OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
  OFFICERS

On May 12, 2008, Michael J. Critelli, the company’s Executive Chairman, informed the Board of Directors that he would retire from the position of Executive Chairman and as a member of the Board of Directors effective December 31, 2008. It is expected that Mr. Critelli will serve in a short transitional role from January 1, 2009 through February 28, 2009.

This excerpt taken from the PBI 8-K filed Apr 15, 2008.
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))


ITEM 5.02.      DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
  ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
  OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
  OFFICERS

On April 14, 2008, Pitney Bowes Inc. (the "Company") entered into a Separation Agreement and General Release with Bruce P. Nolop (the "Separation Agreement"), the Company's Executive Vice President and Chief Financial Officer. Mr. Nolop stepped down from his position as the Company’s Executive Vice President and Chief Financial Officer on March 1, 2008, but remained as an employee of the Company until April 15, 2008. For purposes of the Separation Agreement, the separation date is April 16, 2008 (the “Separation Date”). His departure was announced in a press release issued on February 13, 2008, which was included in a Current Report on Form 8-K filed by the Company on that date. Set forth below is a summary of the material terms of the Agreement.

Pursuant to the Separation Agreement, Mr. Nolop continued to receive his current salary and participate in the Company's benefit plans as an active employee of the Company until the Separation Date.

The Separation Agreement provides that Mr. Nolop will receive base severance in the amount of $99,139.42 and enhanced severance in the amount of $2,530,044.51. Of that amount, $736,903.93 will be paid in a lump sum and the remainder will be aggregated with his base severance and will be paid in equal installments on regular paydays over a period beginning six months after Mr. Nolop’s Separation Date and ending on April 14, 2010. (The period from the Separation Date to April 14, 2010 is defined in the Severance Agreement as the “Severance Period”). In accordance with the terms of the Pitney Bowes Pension Plan and the Pitney Bowes Pension Restoration Plan, Mr. Nolop is eligible for early retirement effective January 10, 2010. Mr. Nolop’s base severance and $2,238,669.51 of his enhanced severance will be used as pensionable earnings in calculating his pension benefit under the Pitney Bowes Pension Plan and Pitney Bowes Pension Restoration Plan.

The benefits set forth in the Separation Agreement include: (i) a prorated payout of outstanding Cash Incentive Units based on his active service; (ii) professional financial counseling and tax preparation services for 24 months up to an amount not to exceed $21,000 per calendar year; (iii) up to $40,000 in transitional support expenses for a period not to exceed six months; and (iv) life insurance coverage equal to one year of his base salary for the full term of his Severance Period. Additionally, Mr. Nolop and his eligible dependents may, at Mr. Nolop's option, continue to participate in the Company's group medical and dental plans during the Severance Period on the same terms available from time to time to Company employees. Mr. Nolop will also be eligible to participate in benefit plans for retirees, including medical, prescription drug and/or dental coverage, after his Severance Period ends.

Pursuant to the Separation Agreement, Mr. Nolop will forfeit (i) all stock option grants that are not at least partially vested as of April 16, 2008 and (ii) all outstanding unvested Restricted Stock Awards as of April 16, 2008. Mr. Nolop will retain his employee stock options that are fully or partially vested as of April 16, 2008, which options pursuant to the plan terms will continue to vest until January 10, 2010 when all outstanding unvested stock options will vest and remain

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exercisable until the award expiration date set forth in the respective award agreement. Additionally, the Separation Agreement provides that Mr. Nolop will be bound by a confidentiality provision. Mr. Nolop is also bound by a covenant not to compete with the Company for one year following the Separation Date and a non-solicitation provision for two years following the Separation Date.

Mr. Nolop may revoke his execution of the Separation Agreement at any time within seven days from the date the agreement is executed. Pursuant to the Separation Agreement, Mr. Nolop has released and waived any claims that he might have against the Company.

This summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference hereto.

This excerpt taken from the PBI 8-K filed Feb 14, 2008.
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))


ITEM 5.02.     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
  ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
  OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
  OFFICERS

On February 11, 2008, the Board of Directors of Pitney Bowes Inc. (the “Board”) elected Michael Monahan, the company’s Executive Vice President and President, Mailing Solutions and Services, to the position of Executive Vice President and Chief Financial Officer effective March 1, 2008.

Mr. Monahan, 47, has been with the company since 1988 and has served as the Executive Vice President and President, Mailing Solutions and Services since December 15, 2005. Mr. Monahan joined Pitney Bowes in 1988 from PricewaterhouseCoopers. He has held a variety of senior financial positions at Pitney Bowes in accounting, investor relations, and corporate development and as chief financial officer for a business unit. In 2002 he assumed general management responsibility for strategy and product development for the core mailing business. While in this role, he led the expansion of the mailing business into several growth areas, most significantly mailing services and marketing services. In May of 2007 Mr. Monahan took on management of the Mailstream Solutions and Services - Americas business. This includes North and South American operations for customers in the company’s core mailing business.

Mr. Monahan will report to Murray D. Martin, the company’s President and Chief Executive Officer, and succeeds Bruce P. Nolop who will pursue an executive position outside of the company following a transition period. Mr. Nolop served as Pitney Bowes’ Chief Financial Officer since January 10, 2000.

On February 10, 2008, the Executive Compensation Committee of the Board approved 2008 compensation arrangements for Mr. Monahan. In connection with Mr. Monahan’s promotion to Chief Financial Officer, Mr. Monahan’s base salary was set, effective March 1, 2008, at $540,000, and his target annual incentive under the company’s Key Employee Incentive Plan was set at 75% of base salary. Annual incentive payments are subject to the company first achieving a threshold income from continuing operations objective in accordance with the deductibility requirements under Section 162(m) of the Internal Revenue Code (the “Code”).

In addition, Mr. Monahan was awarded an annual long-term incentive grant with a total value of approximately $1,000,000. As part of this long-term incentive grant, Mr. Monahan was awarded 153,846 stock options to purchase common stock of the company under the Pitney Bowes 2007 Stock Plan at an exercise price of $36.96 per share, the closing price of the company’s common stock on February 11, 2008 (the “Grant Date Fair Market Value”). The stock options will generally vest and become exercisable in equal 25% increments over four years after the date of grant.

Also as part of his long-term incentive grant, Mr. Monahan was granted Cash Incentive Units (CIUs) for the 2008-2010 Performance Period with a target value of $500,000, the ultimate value of which will be determined based on the company’s achievement of goals established for the three-year performance period. Payments for CIUs are subject to the company first achieving a

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threshold Income From Continuing Operations objective, consistent with the requirements for deductibility under Section 162(m) of the Code. The company has not entered into an employment agreement with Mr. Monahan.

No arrangement or understanding exists between Mr. Monahan and any other person pursuant to which Mr. Monahan was selected as an officer of the company. There is no family relationship between any director, executive officer, or person nominated or chosen by the company to become a director or executive officer of the company and Mr. Monahan. Mr. Monahan is not a director of any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

In addition, since the beginning of the company's last fiscal year, there has been no transaction (or series of transactions), and there is no currently proposed transaction (or series of transactions), to which the company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Monahan or any member of his immediate family had or will have a direct or indirect material interest.

On February 13, 2008, the company issued a press release relating to the above matters. A copy of that press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

 

This excerpt taken from the PBI 8-K filed Feb 7, 2008.

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))


This excerpt taken from the PBI 8-K filed Jan 29, 2008.
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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


This excerpt taken from the PBI 8-K filed Nov 20, 2007.
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):

  o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
     
  o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
     
  o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
     
     

 

 



This excerpt taken from the PBI 8-K filed Nov 15, 2007.
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):

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


This excerpt taken from the PBI 8-K filed Nov 13, 2007.
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))

 


 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On November 9, 2007, the Board of Directors of Pitney Bowes Inc. (“Pitney Bowes”) elected Anne M. Busquet as a new director of Pitney Bowes effective immediately. She was elected to the class of Pitney Bowes directors whose terms expire at the 2009 annual meeting of stockholders. The Board of Directors increased in size from thirteen to fourteen directors and Ms. Busquet joined the Pitney Bowes Board of Directors to fill the resulting vacancy.

Ms. Busquet, 57, is a principal of AMB Advisors, LLC, an independent consulting firm. Previously she was the chief executive officer of IAC Local & Media Services, a division of IAC/Interactive Corp., an internet commerce conglomerate. She is also a director of Blyth, Inc.

When Ms. Busquet joins the Pitney Bowes Board of Directors, she will also be joining the Corporate Responsibility Committee of the Pitney Bowes Board of Directors.

ITEM 7.01. REGULATION FD

A copy of the press release announcing the election of Anne M. Busquet to the Board of Directors of Pitney Bowes is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
   
(d)      Exhibits
 
      99.1  Pitney Bowes Press Release dated November 12, 2007
 

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This excerpt taken from the PBI 8-K filed Sep 21, 2007.
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))


ITEM 5.02.   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
    ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
    OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
    OFFICERS

On September 17, 2007, Michele Coleman Mayes, Senior Vice President and General Counsel of Pitney Bowes Inc. (the “Company”), notified the Company of her decision to resign as an officer and employee to take a senior management position with The Allstate Corporation.

This excerpt taken from the PBI 8-K filed Jul 13, 2007.
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))


 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 9, 2007, the Board of Directors of Pitney Bowes Inc. (“Pitney Bowes”) elected Rodney C. Adkins as a new director of Pitney Bowes effective September 1, 2007. He was elected to the class of Pitney Bowes directors whose terms expire at the 2008 annual meeting of stockholders. Accordingly, on September 1, the Board of Directors will be increased in size from twelve to thirteen directors and Mr. Adkins will join the Pitney Bowes Board of Directors to fill the resulting vacancy.

Mr. Adkins, 48, is senior vice president, Development & Manufacturing of the IBM Systems & Technology Group of International Business Machines Corporation, and has served in that capacity since May 2007. Mr. Adkins was formerly vice president of development for the IBM Systems and Technology Group from December 2003 until May 2007.

When Mr. Adkins joins the Pitney Bowes Board of Directors, he will also be joining the E-Commerce and Technology Committee of the Pitney Bowes Board of Directors.

This excerpt taken from the PBI 8-K filed Apr 30, 2007.
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))



This excerpt taken from the PBI 8-K filed Apr 20, 2007.
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):

          o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

          o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

          o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

          o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



This excerpt taken from the PBI 8-K filed Mar 20, 2007.
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))


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 16, 2007, the Board of Directors of Pitney Bowes Inc. (the “Board”) elected Murray D. Martin, the company’s President and Chief Operating Officer, to the position of President and Chief Executive Officer effective May 14, 2007. Upon assuming the role of Chief Executive Officer, Mr. Martin will have full strategic and operational responsibility for the company, overseeing its overall performance with a focus on sustaining increased shareholder, customer and employee value.

In connection with Mr. Martin’s promotion, the Board increased its size from 11 to 12 members, and elected Mr. Martin to fill the additional board seat effective March 16, 2007. Consistent with the requirement in the company’s Restated Certificate of Incorporation that each class of directors be as equal in number as possible, Mr. Martin was elected to the class of directors whose terms expire at the 2008 annual meeting.

On March 16, 2007, the independent directors of the Board approved 2007 compensation arrangements for Mr. Martin. In connection with Mr. Martin’s promotion to Chief Executive Officer, he was awarded an annual long-term incentive grant with a total value of approximately $4,000,000. As part of his long-term incentive grant, Mr. Martin was awarded 324,149 stock options to purchase common stock of the company under the Amended and Restated 2002 Pitney Bowes Inc. Stock Plan at an exercise price of $45.40 per share, the average of the high and the low price of the company’s common stock on March 16, 2007 (the “Grant Date Fair Market Value”). The stock options will vest and become exercisable in equal 25% increments over four years after the date of grant. Also as part of his long-term incentive grant, Mr. Martin was granted Cash Incentive Units (CIUs) for the 2007-2009 Performance Period with a target value of $2,000,000, the ultimate value of which will be determined based on the company’s achievement of pre-established goals of adjusted earnings per share and adjusted free cash flow(1) over the three-year performance period. Adjusted earnings per share and adjusted free cash flow are each weighted at 50% in calculating CIU value. The Executive Compensation Committee also uses a Total Stockholder Return (“TSR”) modifier in the calculation of the CIU value. The unit value based on financial performance will be modified by up to 25% upwards or downwards based on Pitney Bowes’ three-year TSR performance compared to the three-year TSR performance of the S&P 500. In addition, Mr. Martin’s base salary was changed, effective June 1, 2007, from $750,000 to $900,000, and his target annual incentive under the company’s Key Employee Incentive Plan was changed from 80% to 120% of base salary.

Also on March 16, 2007, the Board elected Michael J. Critelli, the company’s Chairman and Chief Executive Officer, to the newly created position of Executive Chairman effective May 14, 2007. As Executive Chairman, Mr. Critelli will lead the company’s focus on the emerging opportunities in the external environment, including postal reform and transformation in the U.S. and globally, and market opportunities arising from the company’s innovation and leadership in areas such as health care, government services, corporate social responsibility and corporate governance.

 

(1)  Adjusted earnings per share and adjusted free cash flow are non-GAAP measures. Adjusted earnings per share excludes special items and the impact of any accounting changes. Adjusted free cash flow is adjusted net income plus depreciation and amortization, stock option expense and deferred taxes; less working capital excluding finance receivables, net of reserve account deposits; less capital expenditures, net of disposals.

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Also on March 16, 2007, the independent directors of the Board approved 2007 compensation arrangements for Mr. Critelli. In connection with Mr. Critelli’s election to the newly created position of Executive Chairman, he was awarded an annual long-term incentive grant with a value of approximately $4,000,000. As part of his long-term incentive grant, Mr. Critelli was awarded 162,075 stock options to purchase common stock of the company under the Amended and Restated 2002 Pitney Bowes Inc. Stock Plan at $45.40 per share, the Grant Date Fair Market Value. The stock options will vest and become exercisable in equal 25% increments over four years after the date of grant. Also as part of his long-term incentive grant, Mr. Critelli was granted CIUs for the 2007-2009 Performance Period with a target value of $3,000,000, the ultimate value of which will be determined based on the company’s achievement of pre-established goals of adjusted earnings per share and adjusted free cash flow over the three-year performance period. Adjusted earnings per share and adjusted free cash flow are each weighted at 50% in calculating CIU value. In addition, Mr. Critelli’s base salary was changed, effective June 1, 2007, from $1,045,000 to $850,000, and his target annual incentive under the company’s Key Employee Incentive Plan was changed from 120% to 110% of base salary.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

  99.1 Pitney Bowes Press Release dated March 19, 2007

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This excerpt taken from the PBI 8-K filed Mar 16, 2007.

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):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01.

OTHER EVENTS

 

On March 15, 2007, Pitney Bowes Inc. issued a press release announcing its proposed acquisition of MapInfo Corporation. The press release attached hereto as Exhibit 99.1 of this Form 8-K is incorporated herein by reference.

 

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits.

 

Exhibit No.

Description

99.1

Press Release of Pitney Bowes Inc. dated March 15, 2007

 

 

 

 


 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

PITNEY BOWES

 

 

March 16, 2007

By: /s/ B. P. Nolop

  B. P. Nolop
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
   
   
  By: /s/ S. J. Green
  S.J. Green
Vice President, Finance
(Principal Accounting Officer)

 

 

 

 3

 


This excerpt taken from the PBI 8-K filed Feb 5, 2007.
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))


This excerpt taken from the PBI 8-K filed Oct 24, 2006.
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))

 


This excerpt taken from the PBI 8-K filed Sep 13, 2006.
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):

    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This excerpt taken from the PBI 8-K filed Sep 5, 2006.
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))

This excerpt taken from the PBI 8-K filed Aug 14, 2006.
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))


This excerpt taken from the PBI 8-K filed Nov 14, 2005.

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

 

 

This excerpt taken from the PBI 8-K filed Nov 1, 2005.

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

 

ITEM 8.01.

OTHER EVENTS

On October 31, 2005 Pitney Bowes Inc. received a request for additional information (commonly known as a Second Request) from the Federal Trade Commission in connection with its previously announced acquisition of Firstlogic, Inc. As a result, the acquisition of Firstlogic may not be completed until 30 days following substantial compliance with the Second Request. Pursuant to the terms of the Agreement and Plan of Merger between Pitney Bowes and Firstlogic, the parties to the agreement have until November 15, 2005 to consummate the acquisition, after which date the agreement may be terminated by either of Pitney Bowes or Firstlogic without any further liability or obligation.

 

 

 

 

 

 

 

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