-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5txv4LkV9hTjDU7ew/2le+u0wJH5Wduiby8YQWVM2Ikeulp+n61TZde/me0CRoe M1me5a687livDXWnDLpxlQ== 0000078814-05-000037.txt : 20050218 0000078814-05-000037.hdr.sgml : 20050218 20050218152004 ACCESSION NUMBER: 0000078814-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050218 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050218 DATE AS OF CHANGE: 20050218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITNEY BOWES INC /DE/ CENTRAL INDEX KEY: 0000078814 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 060495050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03579 FILM NUMBER: 05627309 BUSINESS ADDRESS: STREET 1: WORLD HEADQUARTERS 61-11 STREET 2: ONE ELMCROFT ROAD CITY: STAMFORD STATE: CT ZIP: 06926 BUSINESS PHONE: 2033565000 8-K 1 ed021805b.txt COMPENSATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 18,2005 (February 14, 2005) Date of Report (Date of earliest event reported) Pitney Bowes Inc. (Exact name of registrant as specified in its charter) Delaware 1-35796 06-0495050 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) World Headquarters 1 Elmcroft Road, Stamford, Connecticut 06926-0700 (Address of principal executive offices) (203) 356-5000 (Registrant's telephone number, including area code) 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 1.01 Entry into a Material Definitive Agreement. This Form 8-K is to describe ordinary course executive officer compensation actions taken by the Executive Compensation Committee and the Board of Directors of Pitney Bowes Inc. (the "Committee"). Details of the terms of compensation for the Named Executive Officers are set forth in the attached exhibit. At its meeting on February 14, 2005, the Committee took the following actions with respect to the compensation of the Company's Named Executive Officers (as defined in Regulation S-K item 402(a)(3))1:
- ------------------------------------ -------------- -------------- --------------- ----------- -------------- CIU Payout 2005 2005-2007 Executive Officer 2005 Salary 2004 Bonus 2002-2004 Stock Cycle CIU (1) (2) Cycle (2) Option Grant # Grant # (3) - ------------------------------------ -------------- -------------- --------------- ----------- -------------- Michael J Critelli $970,000 $1,349,205 $1,450,000 200,000 1,500,000 Chairman and Chief Executive Officer - ------------------------------------ -------------- -------------- --------------- ----------- -------------- Murray D. Martin $700,000 $788,000 $688,750 100,000 700,000 President and Chief Operating Officer - ------------------------------------ -------------- -------------- --------------- ----------- -------------- Bruce P. Nolop $550,000 $403,884 $507,500 70,000 550,000 Executive Vice President and Chief Financial Officer - ------------------------------------ -------------- -------------- --------------- ----------- -------------- Michele Coleman Mayes $450,000 $254,885 $154,667 50,000 200,000 Senior Vice President and General Counsel - ------------------------------------ -------------- -------------- --------------- ----------- -------------- (1) All salaries are effective March 1, 2005, except for Mr. Martin. Mr. Martin's salary remains unchanged from that established on October 1, 2004. (2) Annual incentive payments and Cash Incentive Units (CIU's) are awarded pursuant to the Key Employee Incentive Plan. All executives, including the Named Executive Officers, are eligible for annual incentives for achieving challenging financial and strategic objectives that are established at the beginning of the year. CIU's are granted annually based on the achievement of pre-established financial objectives over a three-year performance period. As part of its 2004 review, the Committee concluded that a Total Shareholder Return ("TSR") modifier should be incorporated in the calculation of the CIU value beginning with the 2005-2007 cycle. The objective of the TSR modifier is to balance the measurement of performance on the internal financial objectives with the measurement of the stockholder value created by meeting those objectives. (3) The stock option grant is pursuant to the Pitney Bowes Stock Plan.
- ------------------------ 1 The fifth Named Executive Officer for Pitney Bowes as of December 31, 2004, Matthew Kissner, is no longer employed at the company. Actions taken related to Mr. Kissner are in accordance with the terms of his separation agreement, previously filed under a Form 8-K dated December 22, 2004. The company intends to provide additional information regarding the compensation awarded to the Named Executive Officers in respect of and during the year ended December 31, 2004 in the proxy statement for the company's 2005 annual meeting of stockholders. Item 9.01 Financial Statements and Exhibits Exhibits 10.1 Terms of Employment Arrangements for Named Executive Officers for 2005 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 Inc. Date: February 18, 2005 By /s/ A.C. Corn ----------------------------------- A.C. Corn Vice President, Secretary & Chief Governance Officer Exhibit 10.1 - ------------ Terms of Employment Arrangements for the Named Executive Officers for 2005 Effective March 1, 2005, the named executive officers are scheduled to receive the following in base salary compensation: Michael Critelli (Chairman and Chief Executive Officer), $970,000; Bruce Nolop (Executive Vice President and Chief Financial Officer), $550,000; and Michele Coleman Mayes (Senior Vice President and General Counsel), $450,000. The salary of Murray Martin (President and Chief Operating Officer), remains unchanged at $700,000. Ms. Mayes is also eligible to receive an additional retention bonus of $75,000 at the end of 2005 if her individual performance is at or above targeted levels. Each is eligible to receive both an annual incentive bonus and Cash Incentive Units (CIU's) pursuant to the Key Employees' Incentive Plan, as amended and restated. In addition each is eligible to receive other equity compensation, including stock options, pursuant to the Pitney Bowes Stock Plan, as amended. Each of the Named Executive Officers are also eligible for the benefits of the Pitney Bowes Inc. Deferred Incentive Savings Plan, and the Pitney Bowes Severance Plan and Pitney Bowes Senior Executive Severance Policy. The Company also provides the Named Executive Officers with financial counseling services. Each of the Named Executive Officers may receive some or all of other additional benefits, including car allowance and family travel benefits. The value of the financial counseling services and the other benefits actually used by the Named Executive Officers will be disclosed as appropriate in the company's Proxy Statement. None of the Named Executive Officers have formal written employment agreements and each are subject to at-will employment arrangements. -----END PRIVACY-ENHANCED MESSAGE-----