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United States securities and exchange commission logo
March 14, 2023
Kurtis J. Wolf
Managing Member
Hestia Capital Management, LLC
175 Brickyard Rd., Suite 200
Adams Twp, PA 16046
Re: Pitney Bowes Inc.
Preliminary Proxy
Statement on Schedule 14A filed by Hestia Capital Partners,
L.P. et al.
Filed March 6, 2023
File No. 001-03579
Dear Kurtis J. Wolf:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed by Hestia Capital
Partners, L.P. et al.
General
1. We note disclosure on
page 2 and elsewhere stating that "stockholders are permitted to
vote for less than nine
(9) nominees...." The proxy card states that if a shareholder votes
for fewer than nine
nominees, than the proxy card "will be voted only as directed." Please
revise the disclosure
in the Proxy Statement to be consistent with the proxy card.
In Our View, Mr. Lautenbach, Mr. Dutkowsky and Other Long-Serving Board
Leaders Have
Fostered Extremely Poor Governance, page 19
2. Please provide support
for the statement that "[s]everal directors have interlocks,
including multiple with
ties to IBM (where Messrs. Lautenbach and Dutkowsky and Ms.
Sanford worked for
years)." To the extent you are able to provide support, please
Kurtis J. Wolf
Hestia Capital Management, LLC
March 14, 2023
Page 2
supplement the disclosure to clarify the meaning of "interlocks" in the
context of your
statement.
Rebuild Management and Prioritize Human Capital , page 21
3. Please provide support for the following statement "[t]hrough our due
diligence, we have
learned that the Company has many talented employees who are frustrated
and poorly
utilized."
Votes Required for Approval, page 38
4. Please revise the sentence following the caption "Advisory Vote on the
Frequency of
Future Advisory Votes to Approve Executive Compensation" to conform to
what appears
to be the correct standard disclosed in the fifth paragraph on page 35.
Stockholder Proposals, page 41
5. Please remove the "(once effective)" in referencing to the universal
proxy rules as the
rules are in effect.
Form of Proxy Card, page i
6. Please revise the proxy card for Proposal 4 to comply with Rule
14a-4(b)(5), which allows
for "1, 2 or 3 years, or abstain" options for an advisory "say-on-pay"
vote.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or Perry
Hindin (202)
551-3444.
Sincerely,
FirstName LastNameKurtis J. Wolf
Division of
Corporation Finance
Comapany NameHestia Capital Management, LLC
Office of Mergers
& Acquisitions
March 14, 2023 Page 2
cc: Andrew M. Freedman, Esq.
FirstName LastName