SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PITNEY BOWES INC.
(Name of Registrant as Specified In Its Charter)
PITNEY BOWES INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
..............................................................
2) Aggregate number of securities to which transaction applies:
..............................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11*
4) Proposed maximum aggregate value of transaction:
..............................................................
- -----------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
..............................................................
(2) Form, Schedule or Registration Statement No.:
..............................................................
(3) Filing Party:
..............................................................
(4) Date Filed:
..............................................................
Notes:
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[Pitney Bowes Logo]
NOTICE OF THE 1995
ANNUAL MEETING
AND
PROXY STATEMENT
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Pitney Bowes Inc.
World Headquarters
Stamford, Connecticut 06926-0700
(203) 356-5000
<PAGE>
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[Pitney Bowes Logo]
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TO THE STOCKHOLDERS:
Stockholders attending the annual meeting at our World
Headquarters in Stamford on May 8, 1995, are cordially
invited to join us for a continental breakfast served from
8 a.m. until the meeting begins at 10 a.m.
We look forward to welcoming many stockholders to the
meeting and will make it as interesting and informative as
possible.
Sincerely yours,
George B. Harvey
Chairman and President
Stamford, Connecticut
March 24, 1995
<PAGE>
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NOTICE OF MEETING:
The annual meeting of stockholders of Pitney Bowes Inc. will
be held on May 8, 1995, at 10 a.m. at the company's World
Headquarters, One Elmcroft Road, Stamford, Connecticut.
Directions, including a map, to Pitney Bowes' World
Headquarters are set forth on the back cover page of the
Proxy Statement.
The items of business at the annual meeting are:
1. Election of four directors.
2. Appointment of independent accountants for 1995.
3. Such other matters as may properly come before the
meeting, including any continuation of the meeting
caused by any adjournment, or any postponement of
the meeting.
All holders of record of Pitney Bowes common stock and $2.12
convertible preference stock as of the close of business on
March 10, 1995, are entitled to vote at the meeting or any
continuation of the meeting caused by any adjournment, or
any postponement of the meeting.
It is important that all stockholders be represented at the
meeting. Stockholders are urged to sign and promptly return
the enclosed proxy in the accompanying envelope, which
requires no postage if mailed in the United States.
Douglas A. Riggs
Vice President, Communications, Planning,
Secretary and General Counsel
<PAGE>
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[Pitney Bowes Logo]
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PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies by
the board of directors of Pitney Bowes Inc. (the "board") for use at the annual
meeting of stockholders to be held on May 8, 1995, and at any continuation of
the meeting caused by any adjournment, or any postponement of the meeting.
Proxies may be revoked at any time before they are voted at the annual meeting
by (i) submitting to the secretary of the company a written revocation, or (ii)
in the case of a stockholder of record, by (a) submitting a later-dated proxy,
or (b) attending the meeting, revoking the prior proxy and voting at the annual
meeting. Each proxy not revoked will be voted at the meeting and will be voted
in accordance with the instructions given in the proxy. The votes of the holders
of Pitney Bowes common stock and $2.12 convertible preference stock ("$2.12
preference stock") will be aggregated for each agendum item. Each share of
common stock will be entitled to one vote and each share of preference stock
will be entitled to eight votes for each agendum item.
Votes cast by proxy or in person at the annual meeting will be tabulated by the
election inspectors appointed for the meeting and will determine whether or not
a quorum is present. The election inspectors will treat abstentions as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum, but will treat them as unvoted for purposes of determining the
approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
At the close of business on March 10, 1995, the record date for the meeting,
there were (net of treasury shares) 150,905,707 shares of common stock
outstanding and 101,365 shares of $2.12 preference stock outstanding.
The company's headquarters are in Stamford, Connecticut. This proxy statement
and the enclosed proxy are being mailed to stockholders on or about March 24,
1995.
ELECTION OF DIRECTORS
Under the company's Restated Certificate of Incorporation and its Bylaws, there
are three classes of directors numbering as near to equal in number as possible.
Each class is elected for a three-year term.
Four directors, Mr. Butler, Mr. Kimball, Mr. Nunery and Mr. Taylor, were elected
last year to three-year terms expiring in 1997. Mr. Emery, Mr. Harvey and Mrs.
Sewell were elected in 1993 to three-year terms expiring in 1996. Ms. Alvarado,
Mr. Campbell, and Mr. Hugel were elected in 1992 to three-year terms expiring in
1995.
Mr. Emery, having attained director's retirement age, will be retiring from the
board as of the date of the annual meeting. As previously announced by the
company, in November 1994 the Nominating and Organization Affairs Committee
(consisting of four nonemployee directors whose names are set forth on page 6)
recommended, and the board approved, increasing the number of directors by two,
to a total of twelve, and electing Mr. Critelli and Mr. Breslawsky to the board.
Mr. Critelli and Mr. Breslawsky had each previously been elected by the board to
<PAGE>
the position of vice chairman. In compliance with the requirement contained in
the company's Restated Certificate of Incorporation and in its Bylaws that the
classes of directors be as near to equal in number as possible, Mr. Critelli was
elected to the class of directors whose term expires in 1996, and Mr. Breslawsky
was elected to the class of directors whose term expires in 1995. The Nominating
and Organization and Affairs Committee further recommended, and the board
approved, that Ms. Alvarado, Mr. Campbell, Mr. Hugel, and Mr. Breslawsky be
presented to the stockholders for reelection to three-year terms expiring in
1998.
Should you choose not to vote for a nominee, you may list on the proxy the name
of the nominee for whom you choose not to vote and mark your proxy under
Proposal No. 1 for all other nominees. Should any nominee become unable to
accept nomination or election as a director (which is not now anticipated), the
persons named in the enclosed proxy will vote for such substitute nominee as may
be selected by the board, unless the board reduces the number of members of the
board below twelve directors, which is not currently being contemplated. The
affirmative vote of a plurality of the aggregate of issued and outstanding
shares of Pitney Bowes common and $2.12 preference stock (each share of $2.12
preference stock counting as eight votes of common stock) voted in person or by
proxy at the annual meeting is required to elect directors.
Information about each nominee for director and each incumbent director,
including the nominee's or incumbent's age as of February 28, 1995, is set forth
below. Unless otherwise indicated, each nominee or incumbent has held his or her
present position for at least five years.
NOMINEES FOR ELECTION
TO TERMS EXPIRING AT THE 1998 ANNUAL MEETING
LINDA G. ALVARADO, 43, president, since 1974, of Alvarado
Construction, Inc., a Denver-based commercial and industrial
[photo] general contractor. Director since 1992. (Also a director of
Cyprus Amax Minerals Company; Lennox International, Inc.;
Norwest Banks of Colorado, Inc.; Engelhard Corp.; and Pena
Investment Advisors.)
MARC C. BRESLAWSKY, 52, vice chairman, since 1994, of Pitney
[photo] Bowes Inc. and formerly, since 1990, president of Pitney Bowes
Office Systems. Director since 1994. (Also a director of
Danbury Health Systems, Inc.)
COLIN G. CAMPBELL, 59, president of Rockefeller Brothers Fund,
a philanthropic organization. Former president of Wesleyan
[photo] University from 1970 to 1988. Director since 1977. (Also
director of Hartford Steam Boiler Inspection & Insurance
Company; Sysco Corporation; and Rockefeller Financial
Services.)
CHARLES E. HUGEL, 66, retired chairman and chief executive
officer of Combustion Engineering, Inc., a company with
[photo] principal products of power generation and process equipment
and systems. Director since 1987. (Also a director of Eaton
Corporation.)
3
<PAGE>
INCUMBENT DIRECTORS WHOSE
TERMS EXPIRE AT THE 1997 ANNUAL MEETING
WILLIAM E. BUTLER, 63, chairman and chief executive officer
since 1991, and director of Eaton Corporation, a manufacturer
of engineered products serving the automotive, industrial,
commercial and military markets. President and chief operating
[photo] officer of Eaton Corporation from 1989 to 1991.
President-Automotive Components Group of Eaton Corporation
from 1979 to 1989. Director since 1991. (Also a director of
Bearings, Inc.; Zurn Industries; The Goodyear Tire and Rubber
Co.; and Ferro Corporation.)
DAVID T. KIMBALL, 67, retired chairman and chief executive
officer of General Signal Corporation, a manufacturer of
[photo] instrumentation and control systems and industrial equipment.
Director since 1983.
LEROY D. NUNERY, 39, vice president, human and information
resources of the National Basketball Association since 1993.
Formerly director and sector head of the Public Finance
Sector, Merchant Banking Group, 1991-1993; and vice president,
[photo] Corporate Banking Group, 1987-1991, of Swiss Bank Corporation.
Vice President-Financial Products Group of First National Bank
of Chicago from 1986 to 1987. National board member since 1983
and former national president of the National Black MBA
Association, Inc. from 1986 to 1989. Director since 1991.
ARTHUR R. TAYLOR, 59, chairman of Arthur Taylor & Company, an
investment firm, and, since 1992, president of Muhlenberg
College in Allentown, Pennsylvania. Dean of the faculty of
[photo] Business, Fordham University from 1985 to 1992. Director since
1982. (Also a director of Louisiana Land and Exploration
Company; Nomura Pacific Basin Fund, Inc.; Japan OTC Fund,
Inc.; Korea Equity Fund, Inc.; and Jakarta Growth Fund Inc.)
4
<PAGE>
INCUMBENT DIRECTORS WHOSE
TERMS EXPIRE AT THE 1996 ANNUAL MEETING
MICHAEL J. CRITELLI, 46, vice chairman, since 1994, of Pitney
Bowes Inc. Formerly president of Pitney Bowes Financial
[photo] Services, 1993-1994, and vice president, secretary & general
counsel and chief personnel officer of Pitney Bowes Inc.,
1990-1993. Director since 1994.
GEORGE B. HARVEY, 63, chairman, president and chief executive
officer of Pitney Bowes Inc. Director since 1980. (Also a
[photo] director of Connecticut Mutual Life Insurance Co.; Merrill
Lynch & Co., Inc.; Pfizer, Inc.; and McGraw Hill, Inc.)
PHYLLIS SHAPIRO SEWELL, 64, retired senior vice president of
Federated Department Stores, Inc. Director since 1987. (Also a
[photo] director of Lee Enterprises, Inc.; United States Shoe
Corporation; and Sysco Corporation.)
COMMITTEES OF THE BOARD OF DIRECTORS
The board met ten times in 1994 and each director attended at least 75 percent
of the aggregate number of board meetings and meetings held by the board
committees on which he or she served during 1994.
Members of the board serve on one or more of the seven committees described
below. Except for Mr. Harvey, who is a member of the Executive Committee,
directors who are also employees of the company do not serve on board
committees.
The AUDIT COMMITTEE, which met three times in 1994, monitors the financial
reporting standards and practices of the company and the company's internal
financial controls to ensure compliance with the policies and objectives
established by the board of directors. To further the foregoing, the Audit
Committee recommends to the board for stockholder approval an independent
accounting firm to conduct the annual audit, and discusses with the company's
independent accountants the scope of their examinations, with particular
attention to areas where either the committee or the independent accountants
believe special emphasis should be directed. The committee reviews the annual
financial statements and independent accountants' report, invites the
accountants' recommendations on internal controls and on other matters, and
reviews the evaluation given and corrective action taken by management. It
reviews the independence of the accountants and their fees. It also reviews
Pitney Bowes' internal accounting controls and the scope and results of the
company's internal auditing activities, and submits reports and proposals on
these matters to the board. Members are Charles E. Hugel (Chairman), Linda G.
Alvarado, Colin G. Campbell, and Arthur R. Taylor.
5
<PAGE>
The CORPORATE RESPONSIBILITY COMMITTEE, which met three times in 1994, monitors
the company's policies and programs concerning stockholders, customers,
employees, and the communities in which the company operates. The policies and
programs that the committee monitors include employee relations, investor
relations, environmental protection, customer satisfaction, postal and
governmental relations, employee safety and product safety. Members are William
E. Butler (Chairman), Linda G. Alvarado, and Phyllis Shapiro Sewell.
The EXECUTIVE COMMITTEE, which did not meet in 1994, can act, to the extent
permitted by Delaware corporation law and the company's Restated Certificate of
Incorporation and its Bylaws, on all matters concerning management of the
business which may arise between scheduled board of directors meetings. Its
actions are subject to approval or revision by the board. Members are George B.
Harvey (Chairman), Colin G. Campbell, John C. Emery, Jr., and Arthur R. Taylor.
The EXECUTIVE COMPENSATION COMMITTEE, which met six times in 1994, oversees the
company's executive compensation program, including establishing the company's
executive compensation policies and undertaking an annual review of all
components of compensation to ensure that the company's objectives are
appropriately achieved. The committee is also responsible for certain
administrative aspects of the company's compensation plans (see "Executive
Officer Compensation" beginning on page 10) and the 1984 Pitney Bowes Employee
Stock Purchase Plan, and recommends changes in such plans. It also establishes
performance targets, and grants, or recommends for grant, incentives in the
forms permitted under the Pitney Bowes Key Employees' Incentive Plan, and
recommends grants of incentives under the Pitney Bowes 1991 Stock Plan. Grants
recommended by the Executive Compensation Committee are approved by the
independent directors of the board. Members are Phyllis Shapiro Sewell
(Chairman), William E. Butler, and David T. Kimball.
The FINANCE COMMITTEE, which met six times in 1994, reviews the company's
financial condition and evaluates significant financial policies and investment
decisions, advises management and recommends financial action to the board. The
committee's duties include monitoring the company's current and projected
financial condition and reviewing and approving major investment decisions.
Members are Arthur R. Taylor (Chairman), Colin G. Campbell, John C. Emery, Jr.,
and Leroy D. Nunery.
The NOMINATING AND ORGANIZATION AFFAIRS COMMITTEE, which met four times in 1994,
recommends directors for nomination by the board for election by stockholders,
recommends membership and duties of the board committees, reviews officers'
potential for growth, and, with the chief executive officer, is responsible for
succession planning and ensuring management continuity. The committee reviews
and evaluates the effectiveness of corporate administration and its governing
documents. The committee will consider director nominations made by the
company's stockholders. Stockholder recommendations must be in writing,
addressed to the Chairman of the Nominating and Organization Affairs Committee,
c/o Secretary of the company at the address set forth on the cover of this proxy
statement, and should include a statement describing the qualifications and
experience of the proposed candidate and the basis for nomination. Members are
Colin G. Campbell (Chairman), John C. Emery, Jr., Charles E. Hugel, and Phyllis
Shapiro Sewell.
The RETIREMENT ADVISORY COMMITTEE, which met four times in 1994, oversees the
financial operations of the company's retirement, savings, and post-retirement
benefit plans and retirement funds to ensure that plan liabilities are
adequately funded and plan assets are prudently managed. The committee
recommends for approval by the board the establishment of new plans and any
amendments that materially affect cost, benefit coverages, or liabilities of the
plans. With respect to major retirement plans, the committee appoints and
removes plan trustees and investment managers, sets the managers' investment
return objectives, and approves contributions to such plans. It reports to the
board on the operations of all plans and the management of funds established
thereunder. Members are David T. Kimball (Chairman), Linda G. Alvarado, and
Leroy D. Nunery.
6
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of March 10, 1995, the number of
shares of common stock (rounded to the nearest whole number) held by each
director, each nominee for director, each of the five executive officers named
in the Summary Compensation Table (Table I) on page 11, and all directors and
executive officers as a group (17 persons). The directors and executive officers
as a group are beneficial owners of less than one percent of the aggregate
shares of common stock and $2.12 preference stock.
As of December 31, 1994, the only person or group known to the company to be the
beneficial owner of more than five percent of any class of the company's voting
securities is The Capital Group, Inc. Certain operating subsidiaries of The
Capital Group, Inc. exercised investment discretion over various institutional
accounts which, as of December 31, 1994, held 12,157,830 shares (representing
8.04 percent) of the company's outstanding common stock (net of treasury
shares). Capital Guardian Trust Company, a bank, and one of such operating
companies, exercised investment discretion over 2,657,830 of said shares.
Capital Research and Management Company, a registered investment advisor, and
Capital International Limited and Capital International, S.A., other operating
subsidiaries, had investment discretion with respect to 9,390,100; 105,800; and
4,100 shares, respectively, of the above shares. The Capital Group, Inc. has an
office at 333 South Hope Street, Los Angeles, CA 90071. This information is
based upon Schedule 13G filed by The Capital Group with the Securities and
Exchange Commission and the company.
Directors and executive officers are required by the Securities Exchange Act of
1934, as amended, to file forms with the Securities and Exchange Commission to
report their holdings of and transactions in the company's securities and to
furnish the company with copies of such forms. It is the practice of the company
to file such forms on behalf of its directors and executive officers. Based upon
a review of such forms filed with the company, the company believes that all
such forms have been timely filed except as follows: A Form 5 was not timely
filed relating to a gift of 100 shares to a charitable organization made by
Michael J. Critelli, vice chairman, and a Form 5 was not timely filed relating
to an automatic purchase of 8.16 shares through the company's dividend
reinvestment plan by Steven J. Green, vice president-controller.
7
<PAGE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP
SHARES OPTIONS
DEEMED TO EXERCISABLE
TITLE OF BE BENEFICIALLY WITHIN
CLASS OF STOCK NAME OF BENEFICIAL OWNER OWNED (A) (B) 60 DAYS (C)
------------- ---------------------------------------- ------------- -----------
<S> <C> <C>
Common Linda G. Alvarado 2,209 --
Common William E. Butler 2,600 --
Common Colin G. Campbell 5,600 --
Common John C. Emery, Jr. 10,144 --
Common Charles E. Hugel 2,600 --
Common David T. Kimball 23,100 --
Common Leroy D. Nunery 1,681 --
Common Phyllis Shapiro Sewell 5,600 --
Common Arthur R. Taylor 8,613 --
Common Carmine F. Adimando 40,806 45,916
Common Marc C. Breslawsky 70,091 96,433
Common Michael J. Critelli 40,975 20,116
Common George B. Harvey 297,630 247,076
Common Carole F. St. Mark 36,393 57,333
------- ----------------------------------- ------- -------
Common All executive officers and directors 566,345 508,442
as a group (17)
</TABLE>
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(a) Some of the holdings shown include shares required to be reported as
beneficially owned by the directors or executive officers even though
beneficial ownership of certain of those shares has been disclaimed.
The number of common shares so reported are 4,000 in the case of Mr.
Campbell, 1,500 in the case of Mr. Kimball, and 6,713 in the case of
all executive officers and directors as a group.
(b) The shares beneficially owned by any director or executive officer, or
by all directors and executive officers as a group, represent in each
case less than one percent of the class.
(c) The executive officer has the right to acquire beneficial ownership of
this number of shares within 60 days of the record date for the Annual
Meeting (March 10, 1995) by exercising outstanding stock options which
would require the payment of substantial amounts to cover the exercise
price of such options. See footnote 2 to Table III on page 13. These
shares are required to be reported as beneficially owned by the
executive officer.
DIRECTORS' COMPENSATION
DIRECTOR'S FEES. In 1994, each nonemployee director received a fee of $24,000
per year and $1,100 for each board and committee meeting attended. Directors
were also reimbursed for their out-of-pocket expenses incurred in attending
board and committee meetings. Directors may elect to defer receipt of fees, in
which event they receive interest on the amount deferred at the rate then
payable on Standard & Poor's AA-rated bonds. Directors who are also employees of
the company receive no additional compensation for serving as a director of the
company.
DIRECTORS' STOCK PLAN. At the 1991 annual meeting, the company's stockholders
adopted a Directors' Stock Plan pursuant to which each nonemployee director is
granted 400 shares of Pitney Bowes restricted common stock annually as part of
his or her compensation. On May 9, 1994, an aggregate of 3,600 such shares was
awarded, with each of the nine nonemployee directors then serving receiving 400
shares of restricted common stock. The shares carry full voting and dividend
rights but may not be transferred or alienated until the later of (1)
termination of service as a director, or, if earlier, the date of a change of
control, or (2) the expiration of the six-month period following the grant of
such shares.
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<PAGE>
Ownership of such shares is reflected in the table on page 8 showing security
ownership of executive officers and directors.
DIRECTORS' RETIREMENT PLAN. The company maintains a Directors' Retirement Plan.
Under this plan, a director with five or more years of service as a director
will receive an annual retirement benefit calculated as 50 percent of the
director's retainer in effect at the time of such director's retirement for
directors with five years of service, and an additional 10 percent of such
retainer for each year of service over five to a maximum of 100 percent of such
retainer for ten or more years of service. The current annual retainer fee paid
to active directors who are not employees of the company is $24,000. The annual
benefit is paid for life to a director who (i) leaves the board at or after age
60, or (ii) leaves the board prior to age 60 but defers commencement of receipt
of benefits until age 60. A director who leaves the board and who elects receipt
of benefits before age 60 will receive the annual benefit only during a period
equal to the number of years that the director served on the board. Individuals
who are eligible for pension benefits as prior employees of the company are not
eligible under the Directors' Retirement Plan, unless they serve as nonemployee
directors for at least five years.
STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative total return on an investment
in the company's common stock over the five-year period ending December 31,
1994, with that of (i) the Standard & Poor's ("S&P") 500 Composite Index and
(ii) a combination of the companies included in the S&P Office Equipment and
Supplies Index and the S&P Computer Systems Index at December 31, 1994, over the
same five-year period.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG PITNEY BOWES INC., THE S&P 500 COMPOSITE INDEX, AND THE
COMPANIES INCLUDED IN THE S&P OFFICE EQUIPMENT AND SUPPLIES INDEX
AND THE S&P COMPUTER SYSTEMS INDEX
[The following table represents a graph in the printed proxy statement depicting
the Five-Year Cumulative Total Return Comparison]
FYE PITNEY BOWES INC. S&P 500 S&P OFF.EQ./COMP. SYS.
- --- ----------------- ------- ----------------------
1990 $ 86 $ 97 $106
1991 140 126 101
1992 181 136 81
1993 192 150 88
1994 151 152 107
*Based upon an initial investment of $100 on December 31, 1989, with
reinvestment of dividends
9
<PAGE>
Both the S&P 500 Composite Index and the index that reflects the combined
returns of companies in the S&P Office Equipment and Supplies and the S&P
Computer Systems indices are market-value weighted indices. All information
shown above is based upon data provided to the company by three separate
independent organizations, all of which have been licensed by Standard & Poor's
Corporation to use its official total return calculation.
The graph shows that on a total return basis, assuming reinvestment of all
dividends, $100 invested in the company's common stock on December 31, 1989
would have grown to $151 by December 31, 1994. By comparison, $100 invested in
the S&P 500 Composite Index would have grown to $152 by December 31, 1994.
Additionally, $100 invested in the index that reflects the combined returns of
companies in the S&P Office Equipment and Supplies Index and the S&P Computer
Systems Index would have been worth $107 on December 31, 1994.
EXECUTIVE OFFICER COMPENSATION
The Executive Compensation Committee (the "Committee"), which is composed of
three independent (nonemployee) directors, oversees the company's executive
compensation programs and establishes its executive compensation policies. (A
description of the Committee's duties are shown on page 6.) The Committee
reports on executive compensation to all of the independent directors of the
board (the "Independent Directors") and makes recommendations to the Independent
Directors regarding specific executive officer compensation matters with respect
to which the Independent Directors have final approval. (See "Report on
Executive Compensation by the Independent Directors" beginning on page 14.)
SUMMARY COMPENSATION TABLE. The following table, Table I, shows all compensation
paid or granted, during or with respect to the 1994 fiscal year and the two
previous fiscal years, to the chief executive officer and the four highest paid
executive officers for services rendered in all capacities while an executive
officer. (Persons in this group are referred to herein individually as an
"Executive Officer" and collectively as "Executive Officers", and the titles
listed are the titles held as of the end of the 1994 fiscal year.) This table
shows all cash compensation, including Performance Based Compensation
(hereinafter referred to as "PBC Incentive"), which is an annual cash incentive
granted under the Pitney Bowes Key Employees' Incentive Plan (the "KEIP"), which
plan was approved by the company's stockholders. This table also shows the
number of stock options granted during each such year and the value of
previously granted long-term incentives that were paid in each year as a result
of the achievement of the related three-year performance objectives.
10
<PAGE>
<TABLE>
<CAPTION>
TABLE I
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- --------------------------------
GRANTS PAYOUTS
------ -------
LONG-TERM
INCENTIVE
PBC OTHER ANNUAL STOCK PLAN ALL OTHER
SALARY INCENTIVE COMPENSATION OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)(1) ($)(2) ($)(3)
-------------------------------------- ---- -------- --------- ------------ ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
George B. Harvey...................... 1994 730,417 660,000 -- 37,050 1,012,822 26,960
Chairman, President & Chief 1993 676,667 585,000 -- 14,550 1,067,943 32,066
Executive Officer 1992 637,500 564,800 -- 19,300 1,738,550 9,610
Marc C. Breslawsky (1)................ 1994 445,625 443,200 -- 31,900 450,771 5,952
Vice Chairman 1993 404,375 322,700 -- 6,250 484,913 6,767
1992 377,792 359,800 -- 8,300 661,925 2,059
Carole F. St. Mark.................... 1994 392,517 274,800 -- 6,900 397,085 3,000
President - 1993 354,223 276,000 -- 6,250 422,892 6,552
Pitney Bowes Business Services 1992 333,802 227,900 -- 7,300 614,075 4,984
Michael J. Critelli (1)............... 1994 348,010 284,600 -- 19,050 244,431 3,000
Vice Chairman 1993 267,862 194,600 -- 3,500 260,061 5,500
1992 249,287 172,500 -- 3,900 319,000 5,985
Carmine F. Adimando................... 1994 343,250 250,600 -- 4,200 309,976 7,623
Vice President - Finance and 1993 317,500 233,800 -- 3,800 316,082 6,659
Administration, and Treasurer 1992 295,000 221,200 -- 4,900 534,325 3,897
</TABLE>
- ------------
(1) As previously announced by the Company, in October 1994 Mr. Breslawsky
and Mr. Critelli were each elected to the position of vice chairman.
See pages 3 and 5 for further biographical information on Mr.
Breslawsky and Mr. Critelli, respectively.
(2) The value shown for 1994 is the aggregate of the value of the payout
of Cash Incentive Units ("CIUs") granted on June 8, 1992 and the
December 31, 1994, market value of restricted stock granted on June 8,
1992. Payout under the CIUs was based on the magnitude of achievement
against the financial performance criteria over the three-year period
ending December 31, 1994. (See footnote 1 to Table IV on page 14.) The
restrictions on the stock were released due to the attainment of the
three-year performance objectives. (See footnote 2 to Table IV.)
(3) Includes imputed income relating to company-paid life insurance and
amounts contributed to the Pitney Bowes Deferred Investment Plan on
behalf of Messrs. Harvey, Critelli and Adimando and Ms. St. Mark, and
to the Dictaphone Corporation Savings With Extra Potential Plan on
behalf of Mr. Breslawsky. Both plans were adopted in accordance with
Section 401(k) of the Internal Revenue Code.
11
<PAGE>
OTHER COMPENSATION TABLES. Tables II through IV which follow show additional
detail about Executive Officer compensation, specifically cash-based and
stock-based long-term incentives granted under the company's compensation plans.
Long-term incentives in the form of options granted during the three fiscal
years covered by Table I are shown in that table. Outstanding options were
granted under the 1979 Pitney Bowes Stock Option Plan (the "1979 Plan"), which
provides only for the granting of options, and the Pitney Bowes 1991 Stock Plan
(the "1991 Plan"), which provides for the granting of various stock-based
incentives including options; both plans were approved by the company's
stockholders. (The 1979 Plan, the 1991 Plan and the KEIP are sometimes
collectively referred to herein as the "Incentive Plans.") The following table,
Table II, shows additional detail regarding options granted during 1994 pursuant
to the 1991 Plan.
<TABLE>
<CAPTION>
TABLE II
STOCK OPTION GRANTS IN 1994
NET POTENTIAL
REALIZABLE VALUE AT
PERCENTAGE ASSUMED ANNUAL RATES
OPTIONS OF TOTAL EXERCISE OR OF STOCK PRICE
GRANTED OPTIONS BASE APPRECIATION FOR
IN GRANTED TO PRICE OPTION TERM (2)
1994 EMPLOYEES ($/SHARE) --------------------
NAME (#) IN 1994 (1) EXPIRATION DATE 5% ($) 10% ($)
----------------------------- ------- --------- --------- --------------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
George B. Harvey................. 37,050 8.59 39.6875 June 12, 2004 924,740 2,343,474
Marc C. Breslawsky (3).......... 31,900 7.40 31.8750 Dec. 11, 2004 639,468 1,620,537
Carole F. St. Mark............... 6,900 1.60 39.6875 June 12, 2004 172,220 436,436
Michael J. Critelli (4)......... 19,050 4.42 31.8750 Dec. 11, 2004 381,877 967,750
Carmine F. Adimando.............. 4,200 0.97 39.6875 June 12, 2004 104,829 265,657
</TABLE>
- ------------
(1) The exercise price equals the market price of a share of the company's
common stock on the date of grant. These options become exercisable in
installments over a three-year period: one-third after the first year,
an additional one-third after the second year, and the remaining
one-third after the third year.
(2) The 5 and 10 percent growth rates, which are specified by the
Securities and Exchange Commission, illustrate that the potential
future value of the options to the Executive Officer is linked
directly to the future growth of the price of the company's common
stock. Because the exercise price for options granted equaled the
market price of the common stock on the date of grant, no gain to the
Executive Officer is possible without an increase in the stock price,
which would benefit the company's stockholders as a whole. Zero growth
in the stock price will result in zero realizable value to the
Executive Officers. The 5 and 10 percent growth rates are intended for
illustration only and are not intended to be predictive of future
growth; the actual value, if any, that may be realized by any
Executive Officer will depend on the market price of the common stock
on the date of exercise.
(3) Mr. Breslawsky received grants of 6,900 options on June 13, 1994, with
an exercise price of $39.6875 per option and an expiration date of
June 12, 2004; and 25,000 options on December 12, 1994 with an
exercise price of $31.875 per option and an expiration date of
December 11, 2004.
(4) Mr. Critelli received grants of 3,700 options on June 13, 1994, with
an exercise price of $39.6875 per option and an expiration date of
June 12, 2004; 350 options on September 12, 1994, with an exercise
price of $36.625 per option and an expiration date of September 11,
2004; and 15,000 options on December 12, 1994, with an exercise price
of $31.875 per option and an expiration date of December 11, 2004.
12
<PAGE>
Shown in Table III below is information regarding the exercise of options in
1994 by the Executive Officers and information regarding their total outstanding
options as of December 31, 1994.
<TABLE>
<CAPTION>
TABLE III
OPTIONS EXERCISED IN 1994 AND 1994 YEAR-END OPTION VALUES
NUMBER OF
SHARES SECURITIES UNDERLYING NET VALUE OF
ACQUIRED NET UNEXERCISED OPTIONS UNEXERCISED IN-THE-MONEY
ON VALUE AT YEAR-END (#) (1) OPTIONS AT YEAR-END ($) (2)
EXERCISE REALIZED -------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George B. Harvey 30,408 1,131,661 247,076 56,400 2,722,517 9,650
Marc C. Breslawsky _____ _____ 96,433 40,217 750,304 4,150
Carole F. St. Mark _____ _____ 57,333 14,717 373,436 3,650
Michael J. Critelli _____ _____ 20,116 23,334 98,443 1,950
Carmine F. Adimando _____ _____ 45,916 9,184 330,430 2,450
</TABLE>
- ------------
(1) Options granted during the period 1985-1994. The numbers have been
adjusted to reflect the 1986 and the 1992 two-for-one stock splits.
Options become exercisable in installments over a three-year period,
25 percent after the first year, an additional 25 percent after the
second year, and the remaining 50 percent after the third year for
all options granted prior to 1993; and at one-third after the first
year, an additional one-third after the second year, and the
remaining one-third after the third year for options granted in 1993.
(2) These values are based on $31.75 per share, the market price of a
share of common stock as of December 31, 1994, net of exercise
prices, which range from $9.53125 to $30.75 (adjusted to reflect the
1986 and the 1992 stock splits). In all cases, the exercise price
equaled the market price of a share at the date of grant.
Table IV, which follows, shows detail regarding long-term incentives other than
options granted under the Incentive Plans in 1994. Long-term incentives are
contingent upon the attainment of one or more specified performance objectives.
The company is obligated, under the terms of these incentives, to make the
specified payments, if any, only to the extent that the stated performance
objectives are achieved. In 1994, two types of long-term incentives were
granted: restricted stock (shares of the company's common stock, the full
ownership of which is contingent on the attainment of a performance objective
over a three-year period and subject to forfeiture); and Cash Incentive Units
("CIUs"), which represent a defeasible right to receive cash, the receipt and
amount of which is contingent upon the attainment of specified performance
objectives over a three-year period.
13
<PAGE>
<TABLE>
<CAPTION>
TABLE IV
1994 LONG-TERM INCENTIVE PLAN GRANTS
NUMBER OF ESTIMATED FUTURE PAYOUTS UNDER
SHARES, UNITS PERFORMANCE OR NON-STOCK PRICE-BASED PLANS
OR OTHER --------------------------------------------------
OTHER RIGHTS PERIOD THRESHOLD TARGET MAXIMUM
--------------- UNTIL ----------- ---------------- ---------------
CIUS R/S MATURATION OR CIU R/S CIU R/S CIU R/S
NAME (1) (2) PAYOUT (1) (2) ($) (#) ($) (#) ($) (#)
------------------------- -------- ----- ------------------ --- ------ -------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
George B. Harvey.......... 539,904 7,500 December 31, 1996 0 3,750 539,904 7,500 804,017 7,500
Marc C. Breslawsky........ 340,000 6,250 December 31, 1996 0 3,125 340,000 6,250 531,250 6,250
Carole F. St. Mark........ 241,675 3,200 December 31, 1996 0 1,600 241,675 3,200 377,617 3,200
Michael J. Critelli....... 340,000 6,250 December 31, 1996 0 3,125 340,000 6,250 531,250 6,250
Carmine F. Adimando....... 179,058 1,950 December 31, 1996 0 975 179,058 1,950 269,573 1,950
</TABLE>
- -----------
(1) CIUs granted under the Pitney Bowes KEIP represent a defeasible right to
receive cash payments if certain earnings per share and return on
stockholders' equity performance criteria are achieved over the three-year
period ending December 31, 1996. CIUs that will mature on December 31,
1996 will pay $0/CIU if the threshold levels are not exceeded. The CIUs
will have a value of $.0075 to $1.5625 per unit if the earnings per share
and return on stockholders' equity performance criteria are met, depending
on the actual magnitude of achievement.
(2) Restricted stock granted under the Pitney Bowes 1991 Stock Plan is subject
to forfeiture if certain minimum earnings per share performance criteria
are not achieved over a three-year period or if the individual is not
employed with the company on the specified determination date. If the
threshold level of growth is achieved, 50 percent of the restricted stock
will be released. If the target level is achieved or exceeded, 100 percent
of the restricted stock will be released. A prorated amount will be
released for achievement between the threshold and the target level of
growth. Outstanding shares of restricted stock were granted to the
Executive Officers on June 14, 1993, and February 14, 1994, as follows:
Mr. Harvey, 7,400 and 7,500 shares, respectively; Mr. Breslawsky, 3,200
and 3,200 shares, respectively; and 3,050 shares on December 12,1994; Ms.
St. Mark, 3,200 and 3,200 shares, respectively; Mr. Critelli, 1,550 and
1,700 shares, respectively; and 225 shares on December 13, 1993, 150
shares on September 12, 1994, and 4,400 shares on December 12, 1994; and
Mr. Adimando, 1,950 and 1,950 shares, respectively. The aggregate number
of shares of restricted stock held by the Executive Officers as of
December 31, 1994 (exclusive of shares that were released to the Executive
Officers after such date), and the aggregate fair market value of such
shares is as follows: Mr. Harvey, 14,900 shares ($473,075); Mr.
Breslawsky, 9,450 shares ($300,038); Ms. St. Mark, 6,400 shares
($203,200); Mr. Critelli, 8,025 shares ($254,794); and Mr. Adimando, 3,900
shares ($123,825). (Market value is calculated at $31.750 per share, the
market price of the common stock on December 31, 1994.) The value of
shares released after December 31, 1994 is included in Table I under the
heading "Long-Term Incentive Plan Payouts." Individuals granted restricted
stock in 1993 have voting rights and receive dividends with respect to the
stock during the restricted period. The restricted stock granted in 1994
includes voting rights but the dividends are accrued for payout at the end
of the restriction period based upon the pro-rata attainment of the
performance objectives.
REPORT ON EXECUTIVE COMPENSATION BY THE INDEPENDENT DIRECTORS
INTRODUCTION
The executive compensation policies and programs of the company are the
responsibility of the Executive Compensation Committee (the "Committee"), which
consists of three independent directors. The Committee, in turn, recommends
certain policies, programs and specific actions to all of the independent
directors of the board (the "Independent Directors") for final approval.
14
<PAGE>
The company's philosophy is to compensate employees fairly and competitively at
the average or median level in the markets in which it competes for talent.
Thus, it has developed a strategy which is designed to attract, motivate, and
retain the best people to achieve the company's business objectives. The design
of the compensation program permits recognition of individual contributions as
well as results of the respective business units.
The company's executive compensation program has been designed with four main
objectives:
(1) To provide total compensation which is competitive when compared to various
markets; (2) To place a portion of annual compensation at risk subject to
performance against objectives; (3) To divide total compensation between annual
and long-term components with a major portion represented by long-term
performance related components; and (4) To align long-term compensation with
stockholder interests.
In 1994, the Committee reviewed all features of the executive compensation
program to ensure that, when combined, the individual components still meet the
objectives of the program, and to ensure that total compensation is competitive
as it relates to the responsibilities and performance of the executives. This
review included consideration and discussion of material prepared by the
company's primary executive compensation consulting firm and other such firms,
and covered in detail the competitiveness of base salary, total annual
compensation, and total long-term compensation. The company's compensation
information was compared to that of companies deemed to be in its industry
group, including some of the companies in the S&P 500 as well as companies in
the S&P Office Equipment and Supplies Index, or the S&P Computer Systems Index
referenced in the performance graph shown on page 9. The company's compensation
information was also compared to that of other companies of similar or larger
revenue size and in different geographical areas because the Committee believes
that the competing marketplace for executive talent is a larger universe of
companies than only those in the company's industry group. During this review,
the Committee assessed the levels of compensation; the mix of compensation; the
individual and financial performance objectives for PBC Incentives, CIUs and
restricted stock; the competitiveness of the individual and combined components;
and the effectiveness of compensation in supporting the achievement of the
company's objectives.
The executive compensation program and established objectives described above
are applied to all the company's executives. Although some executives are not
eligible to receive every long-term incentive described below as part of his or
her compensation, the compensation provided each executive reflects the
company's objectives of linking a portion of compensation to performance and of
providing an incentive for long-term achievement.
The Committee reviews and recommends to the Independent Directors the
compensation of the most highly compensated executives (approximately 0.1
percent of the total employees in the company, referred to herein as "Key
Executives"), including the compensation of the Executive Officers named in the
preceding compensation tables (see Tables I through IV above). It also
establishes the policies for and reviews the annual PBC Incentive and stock
options granted to executives who comprise approximately 1 percent of the total
employees of the company (referred to herein as "All Executives"). This
comprehensive review by the Committee is designed to ensure equity, consistency,
fairness, and the appropriateness of the grants.
ANNUAL COMPENSATION
BASE SALARY. In general, the company establishes base pay for All Executives at
what it believes to be less than competitive levels based on information
provided by the company's consultants. The company, however, believes its PBC
Incentives to be more than competitive, thus providing compensation that is
competitive overall but which places more annual pay at risk.
The determination of an individual Executive Officer's pay is based on the
executive's level of experience, position in the salary range, individual
performance against annually established financial and nonfinancial unit and
individual objectives (such as revenue, net income, introduction of new products
15
<PAGE>
or services, customer satisfaction, and work force diversity), competitive
market rates for similar positions, and the established annual criteria for
merit increases. While all factors are significant, the heaviest weighting is
applied to the financial objectives. The above considerations apply similarly to
All Executives.
As of February 1, 1994, Mr. Harvey's annual base salary was increased from
$680,000 to $735,000, an 8.09 percent increase. This increase was recommended by
the Committee following extensive review and discussion of compensation analyses
presented at its regular meeting in February 1994 and at a special meeting in
March 1994, and approved by the Independent Directors at the April board
meeting. The increase recognized Mr. Harvey's successful 1993 accomplishments
against various corporate objectives, which were similar to the objectives set
forth above for All Executives. The Committee and the Independent Directors
considered salaries of chief executives of comparable companies in recommending
the increase in Mr. Harvey's base salary. However, the company continues to
place more emphasis on PBC Incentive and long-term incentives, which vary based
on performance, than base salary.
PERFORMANCE BASED COMPENSATION INCENTIVE. All Executives, including the
Executive Officers, are eligible for PBC Incentives for achieving specific,
significant annual unit and/or individual objectives.
For performance which meets objectives established at the beginning of the year,
PBC Incentives are paid at target percentage amounts; maximum amounts are paid
for performance which is exceptional; reduced amounts are paid for acceptable
but less than expected performance; and no amount is paid for performance that
is unsatisfactory. The target PBC Incentives are designed so that when combined
with base salaries, which the Committee believes are lower than competitive, the
total places more pay at risk than is the competitive average. The Committee
intends that payment of base salary plus a target PBC Incentive be competitive
with total annual compensation paid in the marketplace. For performance which is
exceptional against the preestablished objectives, the Committee intends that
the total annual compensation be higher than average.
As part of the special March 1994 review of Mr. Harvey's compensation, his
fiscal year 1995 PBC Incentive opportunity at target remained the same; however,
for performance which is better than target, the payout opportunity was
increased to be more competitive. This change is intended to further drive
performance by providing more incentive for performance which exceeds targets.
The PBC Incentives for the Executive Officers are reviewed by the Committee and
approved by the Independent Directors. The approval of the recommended
incentives follows a detailed discussion of the company's and the individual's
performance for that year against objectives which were established at the
beginning of that fiscal year.
For 1994, the Independent Directors determined that Mr. Harvey performed
successfully against several objectives of short and long-term significance that
had been established by the Independent Directors at the beginning of the year.
These objectives were similar to the financial and other objectives described
above under "Base Salary," with the objectives having long-term significance
receiving the greatest weighting. As a result, Mr. Harvey received $660,000 as a
PBC Incentive for his 1994 performance. This represents a 12.8 percent increase
over his 1993 PBC Incentive.
LONG-TERM INCENTIVES
In 1994, the company utilized three types of long-term incentives: CIUs,
restricted stock, and stock options. The Committee uses these performance-driven
components to link executive compensation to internal company performance and to
external market performance of the company's stock price. These incentives also
enable the company to provide the Executive Officers with an economic interest
in the long-term future growth of the company's business and of the market price
of its stock, and to provide an incentive for the Executive Officers to continue
their employment with the company. Grants of all three components are
recommended by the Committee and approved by the Independent Directors. The
combination of these long-term incentives granted during 1994 was compared to
16
<PAGE>
the various long-term incentives granted by comparable companies to ensure that
the total for the Pitney Bowes executives was competitive. The mix of the three
long-term incentives differs from the market mix, i.e. fewer options are
granted, because the Committee believes that there should be more emphasis
placed on those incentives that are directly connected to the company's
financial results. The potential value of, or right to receive, two of these
incentives--CIUs and restricted stock--is contingent upon the attainment of one
or more specified performance objectives. Amounts are paid or rights given only
to the extent, if any, that the stated performance objectives are achieved. The
potential future value of stock options, which are granted with an exercise
price equal to the market price of the stock at the date of grant, is completely
dependent upon the future increase in the price of the company's stock.
CASH INCENTIVE UNITS. In 1994, CIUs were granted to Key Executives, including
the Executive Officers. CIUs represent the right to receive cash only if certain
specified financial performance objectives are achieved. The amount paid
pursuant to CIUs is linked to the attainment of certain earnings-per-share rates
and growth of return on stockholder equity over a three-year period. Hence, the
potential value of the CIUs is directly linked to the company's performance.
If the company's performance on the two financial measures equals the
pre-established growth rate objectives, CIUs pay at a rate of $1.00 per CIU. For
performance below the growth rate objectives, the CIUs pay at a rate from $.99
to $.0075 per CIU, and payment decreases to zero if the performance slips to 75
percent or less of the growth rate objectives. Payment reaches a maximum payout
of $1.5625 per CIU when the performance equals or exceeds 150 percent of the
target growth rate objectives.
In 1994, Mr. Harvey was granted 539,904 CIUs which are subject to the attainment
of cumulative earnings per share and return on stockholder equity objectives to
be measured over the three-year performance period ending December 31, 1996. For
the three-year performance period ending on December 31, 1994, the payout of
previously granted CIUs was at the rate of $1.4125 per unit because the
financial growth rate objectives established in 1992 were exceeded.
STOCK-BASED INCENTIVES
In 1994, the company also granted, under its long-term incentive program, two
types of stock-based incentives which serve to provide Key Executives, including
the Executive Officers, with a direct interest in the stock price and the
long-term growth of the company.
These two incentives are shares of restricted stock and stock options.
RESTRICTED STOCK. Restricted stock granted in 1994 is subject to both a
financial performance and a tenure requirement. The restrictions on the shares
are released, in total or in part, only if the executive is still employed by
the company at the end of the performance period and if the performance
objective of growth in compound earnings per share over the applicable
three-year period has been achieved.
If the performance objective is achieved or exceeded, all of the restricted
shares are released. If the compound three-year earnings per share growth is
less than 75 percent of the target rate, the shares are forfeited. If
performance is at 75 percent of the target rate, 50 percent of the shares are
released and the balance is forfeited. For performance between 75 percent and
the target level, the shares are released on a proportionate basis, with the
unearned balance being forfeited.
In 1994, Mr. Harvey was granted 7,500 shares of restricted stock. On the date of
grant, the market price of the stock was $39.6875 per share. The release of
restrictions relating to these shares is to be determined based on performance
over the three-year period ending December 31, 1996. In deciding to grant these
shares to Mr. Harvey, the Independent Directors considered the number of
restricted shares then held by Mr. Harvey and determined that the number of
shares to be granted in 1994 represented an appropriate component of his total
compensation package for for 1994. It is the practice of the Independent
Directors to annually review Mr. Harvey's total compensation package for
competitiveness at the time approved. It is the belief of the Independent
Directors that, when previously granted, the outstanding restricted stock was an
appropriate component of the total compensation packages that they then
approved.
17
<PAGE>
For the three-year performance period ending on December 31, 1994, the
restrictions on all 9,800 shares granted to Mr. Harvey on June 8, 1992, were
released, as the Independent Directors determined that the performance objective
had been exceeded.
STOCK OPTIONS. In granting stock options to All Executives, including the
Executive Officers, the intent is to provide an incentive to increase the price
of the stock. The Committee considers options to be an appropriate element of
total executive compensation for All Executives. The level of such grants is
established by taking into consideration the competitive level of option grants.
The exercise price of options has always been equal to 100 percent of the market
price of the company's common stock on the date of grant. Options have a
ten-year life span, but only become exercisable in installments during the first
three years following their grant.
During 1994, Mr. Harvey was granted 37,050 options with an exercise price of
$39.6875 per share, which equaled the market price of the stock on the date of
grant. In determining the number of options to be granted to Mr. Harvey, the
Independent Directors considered the number of stock options then held by Mr.
Harvey and determined that the number of options to be granted for 1994
represented an appropriate component of Mr. Harvey's total compensation package
for 1994. The number of options granted to Mr. Harvey in 1994 was increased over
the number granted in 1993 to provide a more competitive level of grant. This
action was the result of the special Executive Compensation Committee meeting
held in March 1994 and was approved by the Independent Directors at their April
and June meetings. It is the practice of the Independent Directors to annually
review Mr. Harvey's total compensation package to determine whether it is
comparable to the total compensation of similar executives of other similar
companies. It is the belief of the Independent Directors that, when previously
granted, the outstanding options were an appropriate component of the total
compensation packages for the respective years that they then approved.
CONCLUSION
As described above and as reflected in the 1994 compensation of the
Executive Officers, it is the Committee's and the company's philosophy to link a
portion of the compensation of All Executives to individual and business
performance and to provide All Executives with compensation that creates a
direct interest in the long-term growth of the company's stock price. Further,
with respect to Key Executives, the company's practice has been to link a
significant portion of total compensation to company performance and to have a
greater portion linked to long-term (as opposed to short-term) incentives.
Beginning in 1994, publicly traded corporations generally are not permitted to
deduct compensation in excess of $1 million paid to certain top executives
unless the compensation qualifies for an exception as "performance based
compensation." Based upon an analysis of the compensation of the Executive
Officers named in the preceding compensation tables, which compensation the
Committee does not believe to be excessive, it is the expectation of the
Committee that none of the company's deductions for 1994 compensation will be
disallowed under this "$1 million cap." Further, it is the company's policy to
design executive compensation so that none of the company's deductions for 1995
compensation will be disallowed under the "$1 million cap." However, because the
law is new and the Internal Revenue Service has not yet promulgated final
regulations, it is not possible to determine its impact on the company with
complete certainty. The Committee intends to continue to review this issue.
Linda G. Alvarado John C. Emery, Jr. Leroy D. Nunery
William E. Butler Charles E. Hugel Phyllis Shapiro Sewell
Colin G. Campbell David T. Kimball Arthur R. Taylor
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
The company's Severance Plan and Incentive Plans provide for a period of
continued income and continued benefit under grants made pursuant to the
Incentive Plans (see "Executive Officer Compensation" beginning on page 10) to
employees who are terminated by certain actions of the company. These terms are
also intended to encourage all employees, including the Executive Officers, to
continue to carry out their duties in the event of the possibility of a Change
of Control. "Change of Control" is defined in the Severance Plan and in the
Incentive Plans as the acquisition of 20 percent of the company's common stock
18
<PAGE>
or 20 percent or more of the combined voting power of all voting securities by
an individual, entity or group, or a change of more than a majority of the board
other than by approval of the then-current board, or approval by the
stockholders of a reorganization, merger, or dissolution of the company.
The Severance Plan provides for the payment of severance to employees, including
the Executive Officers, whose employment with the company or any of its United
States subsidiaries is terminated under certain circumstances (exclusive of a
Change of Control). Severance will consist of a minimum of one week of pay for
each full year of service (a fraction thereof for a partial year of service),
with a minimum of two weeks' pay, and a maximum of two years' pay. The Severance
Plan also provides that employees whose employment is terminated or whose
position, authority, pay or benefits are diminished within two years after a
Change of Control will be entitled to severance pay on the basis of their
position levels and seniority. If these Change of Control conditions were to
arise, Executive Officers would be entitled to four weeks' severance pay for
each year employed by the company or its subsidiaries, with a minimum of one
year's pay, and a maximum of two years' pay.
The 1979 Plan and the 1991 Plan each provide that, in the event of a Change of
Control, options granted under the plans will become immediately and fully
exercisable. The 1991 Plan also provides that, in the event of a Change of
Control, other outstanding stock-based incentives granted pursuant to the plan
will become fully vested, with all performance objectives deemed fully satisfied
except for transfer restrictions required for exempt treatment under Section 16
of the Securities Exchange Act of 1934, as amended, or any other applicable law.
Also, the KEIP provides that in the event of a Change of Control, all
Executives, including the Executive Officers, will have a vested right to PBC
Incentives with respect to the year in which such Change of Control occurs and
to CIUs which are then outstanding (for Key Executives) (in amounts to be
determined by the Independent Directors as specified in the plan on the basis of
relevant past performance of the individual executive, of his or her division
and of Pitney Bowes, as applicable). Such PBC Incentives and CIU payments would
be made shortly after the Change of Control, discounted to present value at the
prime rate then in effect.
If any of these benefits, either alone or together with any other payments or
benefits provided to any employee including an Executive Officer, would
constitute an "excess parachute payment" subject to the 20 percent excise tax
under certain provisions of the Internal Revenue Code, the Severance Plan
provides that an additional payment would be made to each affected employee so
that such excise tax is reimbursed on a net after-tax basis.
It is possible that no payments will ever be made pursuant to the foregoing;
therefore, it is not possible to estimate the amount of any payments that may
become due to any individual under the Severance Plan or either of the Incentive
Plans in the event of a Change of Control.
PENSION BENEFITS
The following table shows estimated annual retirement benefits (rounded to the
nearest dollar) which would be payable to individuals at the compensation levels
of the Executive Officers, at specified years of service classifications under
the Pitney Bowes Retirement Plan, as supplemented by the Pitney Bowes Benefit
Equalization Plan (collectively, the "Retirement Plan"). The amounts of annual
benefits shown on the following table are predicated on the assumptions that the
employee retires at age 65, that the employee is to be paid on a single life
annuity basis, and that the amount of Social Security covered wages for each
year of service was more than the Social Security maximum for 1993. The amount
of compensation shown under the columns "Annual Compensation" on the Summary
Compensation Table (Table I) on page 11 is substantially the same as
compensation that is the basis for benefits under the Retirement Plan, which is
referred to as "Final Average Earnings" on the following table. The estimated
annual benefits are not subject to any further deduction for Social Security
benefits.
19
<PAGE>
<TABLE>
<CAPTION>
PENSION BENEFITS
PROXY STATEMENT
YEARS OF SERVICE
-----------------------------------------------------------------------------------------------
FINAL AVG.
EARNINGS 10 15 20 25 30 35 40
--------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 800,000...........$126,180 $189,271 $256,361 $323,451 $390,541 $457,632 $524,722
$1,000,000...........$158,180 $237,271 $321,361 $405,451 $489,541 $573,632 $657,722
$1,200,000...........$190,180 $285,271 $386,361 $487,451 $588,541 $689,632 $790,722
$1,400,000...........$222,180 $333,271 $451,361 $569,451 $687,541 $805,632 $923,722
</TABLE>
Messrs. Harvey (age 63), Breslawsky (age 52), Critelli (age 46), Adimando (age
50), and Ms. St. Mark (age 52), have 38, 14, 16, 16 and 15 years of credited
service (rounded to the nearest whole year), respectively, under the Retirement
Plan as of February 28, 1995.
APPROVAL OF APPOINTMENT OF PITNEY BOWES' INDEPENDENT ACCOUNTS
The Audit Committee of the board has recommended, and the board has approved for
vote by stockholders, the continuation of Price Waterhouse as the independent
accountants for Pitney Bowes for 1995.
Price Waterhouse has served in this capacity continuously since 1934. Price
Waterhouse has no direct or indirect financial interest in Pitney Bowes or any
of its subsidiaries. Representatives of Price Waterhouse will be present at the
annual meeting of stockholders and will have the opportunity to make a statement
and to respond to appropriate questions.
Under Delaware corporation law, the affirmative vote of the holders of a
majority of the stock entitled to vote represented in person or by proxy at the
meeting (each share of $2.12 preference stock counting as eight votes of common
stock) is required to approve the appointment of independent accountants. If a
majority of the shares voted at the meeting is not voted in favor of such firm,
the board of directors will determine what action should be taken.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ABOVE PROPOSAL.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Under the rules of the Securities and Exchange Commission, proposals for
stockholder action at the 1996 annual meeting, including nomination of
directors, must be received by the secretary of the company no later than
November 30, 1995, if such proposals are to be included in the company's proxy
statement and proxy.
In addition, the company's Bylaws provide certain procedures that a stockholder
must follow to nominate persons for election as directors or to introduce an
item of business at an annual meeting, even if such item is not to be included
in the company's proxy statement and proxy. Such procedural requirements are
fully set forth in the company's Bylaws, a copy of which may be obtained without
charge by any stockholder by contacting the secretary of the company at the
address and telephone number set forth on the cover of this proxy statement. To
have a nomination or item of business brought before the 1996 annual meeting, a
stockholder must deliver the requisite notice of such nomination or item to the
secretary of the company at its executive offices no later than February 6,
1996.
20
<PAGE>
SOLICITATION OF PROXIES
In addition to the use of the mails, proxies may be solicited by the directors,
officers, and employees of Pitney Bowes without additional compensation by
personal interview, by telephone, or by telegram. Arrangements may also be made
with brokerage firms and other custodians, nominees, and fiduciaries for the
forwarding of solicitation material to the beneficial owners of Pitney Bowes
common and $2.12 preference stock held of record, and Pitney Bowes will
reimburse such brokers, custodians, nominees, and fiduciaries for reasonable
out-of-pocket expenses incurred. Pitney Bowes has retained Chemical Bank to aid
in the solicitation of proxies. The anticipated fee of such firm is $8,500 plus
out-of-pocket costs and expenses. The cost of solicitation will be borne
entirely by Pitney Bowes.
OTHER MATTERS
The management knows of no other matters which may be presented for
consideration at the meeting. However, if any other matters properly come before
the meeting, it is the intention of the individuals named in the enclosed proxy
to vote in accordance with their judgment.
The 1994 annual report was distributed by mail several days prior to the
distribution of this notice and proxy statement. If you did not receive a copy
of the company's 1994 annual report or would like a copy of the company's Form
10-K for the 1994 fiscal year, you may request copies by contacting the
secretary of the company at the address and telephone number set forth on the
cover of this proxy statement.
By order of the board of directors.
Douglas A. Riggs
Vice President, Communications, Planning,
Secretary and General Counsel
21
<PAGE>
[map to Pitney Bowes' Stamford facility]
DIRECTIONS:
NORTHBOUND ON I-95
Please take Exit 7 (Greenwich Avenue) and proceed through the first intersection
to next traffic light, where you should turn right onto Washington Boulevard
Continue 1/2 mile to stop sign. Turn left onto South Pacific Street and take
immediate right onto Dyke Lane. At the end of Dyke Lane, turn left onto Elmcroft
Road. Please park where indicated. SOUTHBOUND ON I-95 Please take Exit 7
(Atlantic Street). At the second traffic light, turn left onto Atlantic Street
and continue through second traffic light to stop sign and turn left onto
Washington Boulevard. At next stop sign turn left onto South Pacific Street and
take immediate right onto Dyke Lane. At the end of Dyke Lane, turn left onto
Elmcroft Road. Please park where indicated. FROM THE MERRITT PARKWAY Please take
Exit 34 (Long Ridge Road). Turn south onto Long Ridge Road. Follow Long Ridge
Road for approximately 2 miles to Cold Spring Road and turn right onto Cold
Spring Road. Bear left onto Washington Boulevard and follow to the end
(approximately 2 miles). At stop sign make a left turn onto South Pacific Street
and take an immediate right onto Dyke Lane. At the end of Dyke Lane, turn left
onto Elmcroft Road. Please park where indicated.
<PAGE>
PROXY -- COMMON STOCK AND $2.12 CONVERTIBLE
PREFERENCE STOCK PITNEY BOWES INC.
ANNUAL MEETING OF STOCKHOLDERS MAY 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
George B. Harvey, Carmine F. Adimando, Douglas A. Riggs, or any of them, with
power of substitution, are hereby appointed proxies of the undersigned to vote
all common stock and $2.12 convertible preference stock of Pitney Bowes Inc.
owned by the undersigned at the annual meeting of stockholders to be held in
Stamford, Connecticut, on May 8, 1995, including any continuation of the meeting
caused by any adjournment, or any postponement of the meeting, upon such
business as may properly come before the meeting, including the following items,
as set forth in the notice of meeting and proxy statement:
1. Election of directors.
2. Appointment of independent accountants.
ALL SHARES OF $2.12 CONVERTIBLE PREFERENCE STOCK AND COMMON STOCK REGISTERED IN
YOUR NAME AND/OR HELD FOR YOUR BENEFIT IN THE DIVIDEND REINVESTMENT PLAN ARE
SHOWN ON THIS CARD. THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN BY THE STOCKHOLDER. IF A PROPERLY SIGNED PROXY IS
RETURNED WITHOUT CHOICES MARKED, AND IF NOT OTHERWISE DIRECTED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
<PAGE>
[X] Please mark you vote like this
COMMON D.R. SHARES $2.12 PREFERENCE
------ ----------- ----------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1 -- Election of Directors
For all nominees
(except as marked
to the contrary)
[ ]
Withhold
(as to all
nominees)
[ ]
Linda G. Alvarado, Marc C. Breslawsky, Colin G. Campbell, Charles E. Hugel
(Write a nominee's name on the space provided below to withhold authority to
vote for that individual nominee.)
- ---------------------------------------------------------
Item 2 -- Appointment of Price Waterhouse as independent accountants
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting, including any continuation of the
meeting caused by any adjournment, or any postponement of the meeting. Please
mark, date and sign, and return promptly this proxy in the enclosed envelope,
which requires no postage if mailed in the U.S.A. When signing as attorney,
executor, administrator, trustee or guardian, or in any other representative
capacity, please give your full title as such.
Signature(s) of stockholder(s)___________________________ Date_________, 1995
<PAGE>
PITNEY BOWES INC.
ANNUAL MEETING OF STOCKHOLDERS MAY 8, 1995
VOTING DIRECTION TO TRUSTEE OF THE PITNEY BOWES INC.
DEFERRED INVESTMENT PLAN
As a participant in the Pitney Bowes Inc. Deferred Investment Plan, I hereby
direct Merrill Lynch Trust Company, Trustee to vote all common stock of Pitney
Bowes allocated to my account, as indicated on the reverse side, at the annual
meeting of stockholders to be held in Stamford, Connecticut, on May 8, 1995,
including any continuation of the meeting caused by any adjournment, or any
postponement of the meeting, upon such business as may properly come before the
meeting, including the following items, as set forth in the notice of meeting
and proxy statement:
1. Election of directors.
2. Appointment of independent accountants.
ALL SHARES OF COMMON STOCK HELD FOR YOUR BENEFIT IN THE PLAN ARE SHOWN ON THIS
CARD. THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH YOUR
DIRECTIONS. IF A PROPERLY SIGNED DIRECTION CARD IS RETURNED WITHOUT CHOICES
MARKED, AND IF NOT OTHERWISE DIRECTED, THE SHARES REPRESENTED BY THIS VOTING
DIRECTION CARD WILL BE VOTED FOR ITEMS 1 AND 2.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
<PAGE>
[X] Please mark you vote like this
COMMON
------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Item 1 -- Election of Directors
For all nominees
(except as marked
to the contrary)
[ ]
Withhold
(as to all
nominees)
[ ]
Linda G. Alvarado, Marc C. Breslawsky, Colin G. Campbell, Charles E. Hugel
(Write a nominee's name on the space provided below to withhold authority to
vote for that individual nominee.)
- ---------------------------------------------------------
Item 2 -- Appointment of Price Waterhouse as independent accountants
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting, including any continuation of the
meeting caused by any adjournment, or any postponement of the meeting. Please
mark, date and sign, and return promptly this voting direction card in the
enclosed envelope, which requires no postage if mailed in the U.S.A. When
signing as attorney, executor, administrator, trustee or guardian, or in any
other representative capacity, please give your full title as such.
Signature(s) of stockholder(s)___________________________ Date_________, 1995
