We will hold our ~~2015~~2018 annual meeting of stockholders at 9:00 a.m. on Monday, May ~~11, 2015~~7, 2018 at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870. The Notice of Meeting and Proxy Statement and accompanying proxy card describe in detail the matters to be acted upon at the meeting.

It is important that your shares be represented at the meeting. Whether or not you plan to attend, please submit a proxy through one of the three convenient methods described in this proxy statement in order for your shares to be voted at the meeting. Your vote is important so please act at your first opportunity.

We have elected to furnish proxy materials and the Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, ~~2014~~2017, to many of our stockholders via the Internet pursuant to Securities and Exchange Commission rules. We urge you to review those materials as well as our proxy statement for information on our financial results and business operations over the past year. The Internet availability of our proxy materials affords us an opportunity to reduce costs while providing stockholders the information they need. On or about March ~~27, 2015,~~23, 2018, we started mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and how to submit a proxy online along with instructions on how to receive a printed copy of the proxy statement and annual report. We provided a copy of the annual meeting materials to all other stockholders by mail or through electronic delivery.

If you receive your annual meeting materials by mail, the Notice of Meeting and Proxy Statement, Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, ~~2014~~2017 and proxy card are enclosed. Whether or not you plan to attend the annual meeting in person, please mark, sign, date and return your proxy card in the enclosed prepaid envelope, or submit your proxy via telephone or the Internet, as soon as possible in order for your shares to be voted at the meeting. If you received your annual meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and annual report on the Internet, which are also available atwww.proxyvote.com. If you decide to attend the annual meeting and wish to change your vote, you may do so by submitting a later dated proxy or by voting in person at the annual meeting. ~~If you received your annual meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and annual report on the Internet, which are also available atwww.proxyvote.com~~.

Board Composition, Skills and Experience Review, and Board Succession Planning

The Executive Committee can act, to the extent permitted by applicable law and the company’s Restated Certificate of Incorporation and its By-laws, on matters concerning management of the business which may arise between scheduled board of directors meetings and as described in the committee’s charter. The committee meets on an ad hoc basis when circumstances necessitate.

Highlights of the ~~2014 Changes to the~~ Directors’ Compensation ~~Program are:~~Program:

$9,000 for service on the Governance Committee (with the Committee Chairman receiving an additional annual retainer of $9,000); and $9,000 for service on the Finance Committee (with the Committee Chairman receiving an additional annual retainer of $9,000).

A meeting attendance fee of $2,000 is paid with respect to meetings of the Executive Committee. The Executive Committee did not meet in ~~2014.~~

~~Directors’ Fees~~

As noted above, beginning May 12, 2014, meeting attendance fees were discontinued. Instead, the annual retainer for board service was increased to $75,000 and each non-employee director also receives an additional retainer for service on the committees to which he or she is assigned. The annual retainers for board and committee service were prorated from the effective date of the new program to the end of the calendar year. The non-executive chairman of the board receives an additional retainer of $100,000 commensurate with the additional responsibilities required of the chairman role.

Annual retainers for committee service under the revised compensation program are: $12,000 for service on the Audit Committee (with the committee chairman receiving an additional annual retainer of $12,000); $10,500 for service on the Executive Compensation Committee (with the committee chairman receiving an additional annual retainer of $10,500); $9,000 for service on the Governance Committee (with the committee chairman receiving an additional annual retainer of $9,000); and $9,000 for service on the Finance Committee (with the

~~committee chairman receiving an additional annual retainer of $9,000).~~

For 2014 service prior May 12, 2014, non-employees were compensated under the previous director compensation program. For that period, each director who was not an employee received an annual retainer of $65,000 and a meeting fee of $1,500 for each board and committee meeting attended. Committee chairs (except for the Audit Committee chair) received an additional $1,500 for each committee meeting that they chaired, and the Audit Committee chair received an additional $2,000 for each Audit Committee meeting chaired. The Non-Executive Chairman received an additional annual retainer of $50,000. All cash retainers paid in 2014 under the previous compensation program were prorated for the portion of the calendar year covered by the previous program.2017.

All directors are reimbursed for their out-of-pocket expenses incurred in attending board and committee meetings.

Stock under the ~~Revised Director~~Director’s Compensation Program

Under the amended and restated Directors’ Stock Plan, each non-employee director ~~who was not an employee of the company~~ received an award of restricted stock units with a fair market value of $100,000 on the date of grant, which are fully vested one year after the date of grant. (Directors appointed by the board to fill a vacancy during the year receive a prorated grant of restricted stock units as

described in the Directors’ Stock Plan.) The units have no voting rights until they are converted to shares of common stock. Each non-employee director receives a quarterly cash payment equal to the amount that would have been paid

as a dividend with respect to shares represented by the restricted stock units held as of the

~~CORPORATE GOVERNANCE~~

record date for the payment of the common stock dividend. Non-employee directors may elect to defer the conversion of restricted stock units to shares until the date of termination of service as a director.

Shares shown in the table on page 2117 of this proxy statement disclosing security ownership of directors and executive officers include shares granted to the directors under the Directors’ Stock Plan.

CORPORATE GOVERNANCE

Director Stock Ownership Requirement

The board of directors maintains directors’ stock ownership guidelines, requiring, among other things, that each director accumulate and retain a minimum of ~~Company~~company common stock with a market value of five times the base retainer, or $375,000, within five years of becoming a director of Pitney Bowes. ~~All members of the board~~

~~of directors are in compliance with these guidelines.~~ The directors’

stock ownership guidelines are available within the Governance Principles on our Corporate Governance website atwww.pitneybowes.com under the caption “Our Company—Our Leadership & Governance—Corporate Governance.”

~~A comparison of the revised directors’ compensation program and the previous program is shown in the table below.~~

~~COMPARISON OF REVISED AND PREVIOUS DIRECTOR COMPENSATION PROGRAMS~~

Incremental Leadership
Board Member Premiums

Compensation Element Revised Previous Revised Previous
Board service (Board Chairman)
Cash retainer $75,000 $65,000 $100,000 $50,000
Meeting fee $0 $1,500 $0 $0
Equity Award $100,000
value-based grant 2,200 shares
Annual Equity Grant
Committee service Committee
Cash retainer Chairmen
• Audit $12,000 $0 $12,000 $0
• Executive Compensation $10,500 $0 $10,500 $0
• Governance $9,000 $0 $9,000 $0
• Finance $9,000 $0 $9,000 $0
Meeting Fee
• Audit $0 $1,500 $0 $2,000
• Executive Compensation $0 $1,500 $0 $1,500
• All Other Committees $0 $1,500 $0 $1,500
Total Compensation @$195,000 @$125,000
Ownership Guidelines 5 times cash retainer; 7,500 shares;
5 years to reach 5 years to reach
compliance compliance

Directors’ Deferred Incentive Savings Plan

We maintain a Directors’ Deferred Incentive Savings Plan under which directors may defer all or part of the cash portion of their compensation. Deferred amounts will be notionally “invested” in any combination of ~~several~~sev-

eral institutional investment funds. The investment choices available to directors under this plan are the same as those offered to employees under the company’s 401(k) plan.

Directors’ Equity Deferral Plan

Directors may elect to defer all of their equity portion of their compensation on an annual basis. Deferral of restricted stock units (RSU) defers settlement of the RSUs into company common stock until termination from board service. RSU awards, whether deferred or not, vest on the first anniversary of the award. Deferred

RSUs continue to receive dividend equivalents. Deferred RSUs do not have any voting rights until converted into common stock. Deferred RSUs are converted into company common stock upon the expiration of 90 days following termination of board service.

Directors’ Retirement Plan

The board discontinued the Directors’ Retirement Plan, with all benefits previously earned by directors frozen as of May 12, 1997.

Linda G. Alvarado is the only current director who is eligible to receive a retirement benefit under the plan

after termination of service on the board of directors. As of

the date the plan was frozen, she had completed five years of service as a director, the minimum years of service required to receive an annual retirement benefit of 50% of her retainer as of May 12, 1997. Therefore, she will receive an annual benefit of ~~$15,000.~~$15,000 after termination from board service.

1815

CORPORATE GOVERNANCE

DIRECTOR COMPENSATION FOR ~~2014~~2017

Change in
Pension Value
and Nonqualified
Fees Earned or Stock Deferred All Other
Paid in Cash Awards Compensation Compensation
Name ($)⁽¹⁾ ($)⁽²⁾ Earnings ($)⁽³⁾ ($)⁽⁴⁾⁽⁵⁾ Total ($)
Linda G. Alvarado 91,500 100,000 32,780 7,147 231,427
Anne M. Busquet 92,437 100,000 0 7,147 199,584
Roger Fradin 90,375 100,000 0 7,147 197,522
Anne Sutherland Fuchs 95,812 100,000 0 7,147 202,959
S. Douglas Hutcheson 93,375 100,000 0 2,147 195,522
Eduardo R. Menascé 102,000 100,000 0 2,147 204,147
Michael I. Roth 184,750 100,000 0 7,147 291,897
David L. Shedlarz 106,875 100,000 0 7,147 214,022
David B. Snow, Jr. 101,063 100,000 0 2,147 203,210

				Change in
				Pension Value
				and Nonqualified
	Fees Earned or		Stock	Deferred		All Other
	Paid in Cash		Awards	Compensation		Compensation
Name	($)⁽¹⁾		($)⁽²⁾	Earnings ($)⁽³⁾		($)⁽⁴⁾		Total ($)
Linda G. Alvarado		93,000	100,000		15,590		10,965	219,555
Anne M. Busquet		94,500	100,000		0		10,965	205,465
Roger Fradin		96,000	100,000		0		4,577	200,577
Anne Sutherland Fuchs		94,500	100,000		0		4,577	199,077
S. Douglas Hutcheson		96,000	100,000		0		13,827	209,827
Eduardo R. Menascé		105,000	100,000		0		13,827	218,827
Michael I. Roth		205,000	100,000		0		7,077	312,077
Linda S. Sanford		97,500	100,000		0		4,577	202,077
David L. Shedlarz		108,000	100,000		0		7,880	215,880
David B. Snow, Jr.		103,500	100,000		0		10,525	214,025


⁽¹⁾	Prior to May 12, 2014 each non-employee director received an annual retainer of $65,000 ($16,250 per quarter) and a meeting fee of $1,500 for each board and committee meeting attended. Committee chairs (except for the Audit Committee chair) received an additional $1,500 for each committee meeting that they chaired and the Audit Committee chair received an additional $2,000 for each Audit Committee meeting chaired. Effective January 1, 2013, the Non-Executive Chairman received an additional annual retainer of $50,000.

	~~Effective May 12, 2014, each~~Each non-employee director receives an annual retainer of $75,000 ($18,750 per quarter). The non-executive chairman receives an additional annual retainer of $100,000 ($25,000 per quarter). Each committee member receives the following annual retainer: $12,000 for Audit, $10,500 for Executive Compensation and $9,000 each for Finance and Governance. The committee chairmen receive an additional retainer of equal amounts for their respective committees.

⁽²⁾	Represents the grant date fair value of ~~3,816~~6,309 restricted stock units granted on May ~~12, 2014.~~8, 2017. The number of restricted stock units was derived by dividing $100,000 by ~~$26.21,~~$15.85, the closing price on May ~~12, 2014~~8, 2017 on the New York Stock Exchange. Neither restricted stock nor stock options were awarded to non-employee directors during ~~2014.~~2017. See Note 21 “Stock-Based Compensation” in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 for the valuation assumptions used in determining the fair value of equity grants. Since the Company does not issue fractional shares, total shares issued to non-employee directors are determined by dividing $100,000 by the closing share price on May 8, 2017 and rounding to the nearest whole number.

⁽³⁾	Ms. Alvarado is the only non-employee director who served on the board of directors during ~~2014~~2017 eligible to receive payments from the discontinued Directors’ Retirement Plan. Ms. Alvarado is eligible to receive payments upon her retirement from the board of directors. In 2017, Ms. Alvarado experienced an increase of $15,590 in her pension value. The increase in present value in 2017 is primarily driven by the decrease in discount rate (from 4.20% at December 31, 2016 to 3.70% at December 31, 2017) and the one year decrease in the deferral period.

⁽⁴⁾	Mmes. Alvarado, Busquet, and Fuchs, and Messrs. Fradin, Roth and Shedlarz utilized the Pitney Bowes Non-Employee Director Matching Gift Program during 2014. The company matches individual contributions by non-employee directors, dollar for dollar to a maximum of $5,000 per board member per calendar year.

⁽⁵⁾	During ~~2014,~~2017, dividend equivalents were paid quarterly in cash to non-employee directors with respect to (a) the first quarter on the award of ~~the 3,816~~5,485 restricted stock units granted in May 2016 and (b) the second, third and fourth quarter on the 6,309 restricted stock units granted in ~~the same amount as dividends~~May 2017. In addition, with respect to Mmes. Alvarado and Busquet and Messrs. Hutcheson, Menascé, Shedlarz, and Snow, dividend equivalents were paid with respect to the ~~common~~vested restricted stock ~~(June, September and December) representing~~units previously deferred. Mr. Roth utilized the Pitney Bowes Non-Employee Director Matching Gift Program during 2017. The company matches individual contributions by non-employee directors, dollar for dollar up to a ~~total~~maximum of ~~$2,147~~$5,000 per ~~non-employee director.~~
	board member per calendar year. For Mr. Roth, the amount shown in this column includes a company match of $2,500 made in 2017.

~~CORPORATE GOVERNANCE~~

Relationships and Related-Person Transactions

The board of directors has a written “Policy on Approval and Ratification of Related-Person Transactions” which states that the Governance Committee is responsible for reviewing and approving any related person transactions between Pitney Bowes and its directors, nominees for director, executive officers, beneficial owners of more than five percent of any class of Pitney Bowes voting stock and their “immediate family members” as defined by the rules and regulations of the SEC (related persons).

Under the related-person transaction approval policy, any newly proposed transaction between Pitney Bowes and a related person must be submitted to the Governance Committee for approval if the amount involved in the transaction or series of transactions is greater than $120,000. Any related-person transactions that have not been pre-approved by the Governance Committee must be submitted for ratification as soon as they are identified. Ongoing related-person transactions are reviewed on an annual basis. The material facts of the transaction and the related person’s interest in the transaction must be disclosed to the Governance Committee. It is the

expectation and policy of the board of directors that any related-person transactions will be at arms’ length and on terms that are fair to the company.

If the proposed transaction involves a related person who is a Pitney Bowes director or an immediate family member of a director, that director may not participate in the deliberations or vote regarding approval or ratification of the transaction but may be counted for the purposes of determining a quorum.

The following related-person transactions do not require approval by the Governance Committee:

Any transaction with another company with which a related person’s only relationship is as an employee

		or beneficial owner of less than ten percent of that company’s shares, if the aggregate amount invested does not exceed the greater of $1 million or two percent of that company’s consolidated gross revenues;

	2.	A relationship with a firm, corporation or other entity that engages in a transaction with Pitney Bowes where the related person’s interest in the transaction

CORPORATE GOVERNANCE

arises only from his or her position as a director or limited partner of the other entity that is party to the transaction;


3.	Any charitable contribution by Pitney Bowes to a charitable organization where a related person is an officer, director or trustee, if the aggregate amount involved does not exceed the greater of $1 million or two percent of the charitable organization’s consolidated gross revenues;


4.	Any transaction involving a related person where the rates or charges involved are determined by competitive bids; and


5.	Any transaction with a related person involving services as a bank depositary of funds, transfer agent,

registrar, trustee under a trust indenture, or similar services.

The Governance Committee may delegate authority to approve related-person transactions to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any approval or ratification decisions to the Governance Committee at its next scheduled meeting.

~~During 2014, no transactions were submitted to~~Stanley J. Sutula, III, Executive Vice President and Chief Financial Officer, is an executive officer of the ~~Governance Committee for review.~~company. His brother, Troy Sutula, holds the position of Vice President, Parcel Services—Presort Services. The value of Troy Sutula’s annual compensation is approximately $255,450.

Compensation Committee Interlocks and Insider Participation

During ~~2014,~~2017, there were no ~~compensation committee~~Executive Compensation Committee interlocks and no insider participation in Executive Compensation Committee decisions that were required to be reported under the rules and regulations of the Securities Exchange Act of 1934, as amended.

~~CORPORATE GOVERNANCE~~

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Shares Options
Title of Deemed to Exercisable
Class of be Beneficially Within
Stock Name of Beneficial Owner Owned^(1)(2)(3)(4) 60 Days⁽⁴⁾ % of Class
Common Linda G. Alvarado 37,428 0 *
Common Anne M. Busquet 15,882 0 *
Common Roger Fradin 9,997 0 *
Common Anne Sutherland Fuchs 18,763 0 *
Common S. Douglas Hutcheson 9,256 0 *
Common Eduardo R. Menascé 24,092 0 *
Common Michael I. Roth 39,170 0 *
Common David L. Shedlarz 25,892 0 *
Common David B. Snow, Jr. 17,800 0 *
Common Marc B. Lautenbach 615,827 500,000 *
Common Michael Monahan 735,249 635,052 *
Common Mark L. Shearer 25,334 0 *
Common Daniel J. Goldstein 74,344 39,855 *
Common Abby F. Kohnstamm 28,414 0 *
Common All executive officers and directors as a group (17) 2,091,272 1,474,946 1.03 %
Shares Options
Title of Deemed to Exercisable
Class of be Benefically Within
Stock Name of Beneficial Owner Owned^(1)(2)(3)(4) 60 days⁽⁴⁾ % of Class
Common Linda G. Alvarado 51,633 9,888 *
Common Anne M. Busquet 30,087 9,888 *
Common Roger Fradin 24,863 0 *
Common Anne Sutherland Fuchs 33,629 0 *
Common S. Douglas Hutcheson 27,960 13,704 *
Common Eduardo R. Menascé 37,796 13,704 *
Common Michael I. Roth 54,480 0 *
Common Linda S. Sanford 25,387 0 *
Common David L. Shedlarz 40,341 4,403 *
Common David B. Snow, Jr. 31,920 9,301 *
Common Marc B. Lautenbach 1,816,519 1,575,344 *
Common Michael Monahan 1,230,345 1,040,317 *
Common Roger Pilc 108,795 68,380 *
Common Mark L. Shearer 150,097 61,248 *
Common Stanley J. Sutula III 187,881 187,881 *
Common All executive officers and directors as a group (22) 4,777,626 3,685,778 2.50 %

* Less than 1% of Pitney Bowes Inc. common stock.
⁽¹⁾ These shares represent common stock beneficially owned as of March 1, ~~2015~~2018 and shares for which such person has the right to acquire beneficial ownership within 60 days thereafter. To our knowledge, none of these shares are pledged as security. There were ~~201,622,583~~187,103,143 shares of our common stock outstanding as of March 1, ~~2015.~~2018. No director or executive officer owns shares of $2.12 convertible preference stock.
⁽²⁾ Other than with respect to ownership by family members, the reporting persons have sole voting and investment power with respect to the shares listed.
⁽³⁾ Includes shares that are held indirectly through the Pitney Bowes 401(k) Plan.
⁽⁴⁾ The director or executive officer has the right to acquire beneficial ownership of this number of shares within 60 days of March 1, ~~2015~~2018 by exercising outstanding stock ~~options.~~options or through the conversion of restricted stock units into securities. Amounts in this column are also included in the column “Shares Deemed to be Beneficially Owned.”
⁽⁵⁾ Mr. Lautenbach’s total includes three open market purchases of company stock using his personal funds: (i) 4,739 shares (approximately $70,015) made in November 2016 (ii) 12,007 shares (approximately $250,000) made in October 2015 and (iii) 66,000 shares (approximately $1,000,000) made in May 2013.
2117
CORPORATE GOVERNANCE

Beneficial Ownership

The only persons or groups known to the company to be the beneficial owners of more than five percent of any class of the company’s voting securities are reflected in the chart below. The following information is based solely upon Schedules 13G and amendments thereto filed by the entities shown with the SEC as of the date appearing below.

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership
of Common Stock Percent of
Common Stock⁽¹⁾
~~Iridian Asset Management LLC~~BlackRock, Inc.
~~David L. Cohen, Harold J. Levy~~55 East 52nd Street
~~276 Post Road West~~
~~Westport, CT 06880-4704~~New York, NY 10055 ~~20,786,152~~20,516,241⁽²⁾ ~~10.3%~~11.0%
The Vanguard Group, Inc.
100 Vanguard Blvd
Malvern, PA 19355 ~~20,103,581~~16,117,328⁽³⁾ ~~10.0%~~
~~BlackRock, Inc.~~
~~55 East 52nd Street~~
~~New York, NY 10022~~ ~~13,545,767~~⁽⁴⁾ ~~6.7%~~
8.63%
⁽¹⁾ There were ~~201,622,583~~187,103,143 shares of our common stock outstanding as of March 1, ~~2015.~~2018.
⁽²⁾ As of ~~February 28, 2015, Iridian Asset Management LLC, David L. Cohen and Harold J. Levy~~December 31, 2017 BlackRock, Inc. disclosed ~~shared investment power and shared~~sole voting power with respect to ~~20,786,152~~19,784,568 shares and sole dispositive power with respect to 20,516,241 shares. The Aggregate amount beneficially owned by each reporting person was 20,516,241 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on ~~March 4, 2015.~~January 19, 2018.
^(3)((3) As of ~~January~~December 31, ~~2015,~~2017, The Vanguard Group, Inc. disclosed sole ~~investment~~voting power ~~with respect to 19,831,563~~of 97,968 shares, shared ~~investment~~voting power ~~with respect to 272,018~~of 22,429 shares, sole dispositive power of 16,011,359 shares and ~~sole voting~~shared dispositive power ~~with respect to 289,518~~of 105,969 shares. The ~~foregoing information is based on a Schedule 13G/A filed with the SEC on February 10, 2015.~~
⁽⁴⁾ ~~As of December 31, 2014, BlackRock, Inc. disclosed sole investment power with respect to 13,545,767 shares and sole voting power with respect to 12,280,499~~aggregate amount beneficially owned by each reporting person was 16,117,328 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on February 9, ~~2015.~~2018.

Section 16(a) Beneficial Ownership Reporting Compliance

Directors and persons who are considered “officers” of the company for purposes of Section 16(a) of the Securities Exchange Act of 1934 and greater than ten percent stockholders (“Reporting Persons”) are required to file reports with the SEC showing their holdings of and transactions in the company’s securities. It is generally the practice of the company to file the forms on behalf of its Reporting Persons who are directors or officers. Based solely on a review of such forms and amendments furnished to us and written representations that no other reports were required, we believe that all such forms have been timely filed for ~~2014.~~2017.
2218
Proposal 1: Election of Directors

Director Qualifications

The board of directors believes that, as a whole, the board should include individuals with a diverse range of experience to give the board depth and breadth in the mix of skills represented for the board to oversee management on behalf of our stockholders. In addition, the board of directors believes that there are certain attributes that each director should possess, as described below. Therefore, the board of directors and the Governance Committee consider the qualifications of directors and nominees both individually and in the context of the overall composition of the board of directors.

The board of directors, with the assistance of the Governance Committee, is responsible for assembling appropriate experience and capabilities within its membership as a whole, including financial literacy and expertise needed for the Audit Committee as required by applicable law and New York Stock Exchange listing standards. The Governance Committee is responsible for reviewing and revising, as needed, criteria for the selection of directors. It also reviews and updates, from time to time, the board candidate profile used in the context of a director search, in light of the current and anticipated needs of the company and the experience and talent then represented on the board of directors. The Governance Committee reviews the qualifications of director candidates in light of the criteria approved by the board of directors and recommends candidates to the board for election by the stockholders at the annual stockholders meeting.

The Governance Committee seeks to include individuals with a variety of occupational and personal backgrounds on the board of directors in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the board of directors in such areas as experience and geography, as well as race, gender, ethnicity and age.

~~Among other things, the board of directors has determined that it is important that the board should include members with the following skills and experiences:~~
• ~~Financial acumen~~~~for evaluation of financial statements and capital structure.~~
• ~~International experience and experience with emerging markets~~~~to evaluate our global operations.~~
• ~~Software and technology acumen~~~~, coupled with in-depth understanding of our business and markets, to provide counsel and oversight with regard to our strategy.~~
• ~~Operating experience~~~~, providing specific insight into developing, implementing and assessing our operating plan and business strategy.~~
• ~~Human resources experience, including executive compensation experience~~~~to help us attract, motivate and retain world-class talent.~~
• ~~Corporate governance experience~~~~at publicly traded companies to support the goals of greater transparency, accountability for management and the board, and protection of stockholder interests.~~
• ~~Understanding of customer communications and marketing channels~~~~to support our client focus and customer communications and marketing strategy.~~
• ~~Turnaround experience~~~~to help us assess opportunities to reposition certain of our businesses.~~
• ~~Leadership~~~~to motivate others and identify and develop leadership qualities in others.~~
~~Additionally, the~~The board believes all directors should demonstrate integrity and ethics, business acumen, sound judgment, and the ability to commit sufficient time and attention to the activities of the board of directors, as well as the absence of any conflicts with our interests.

~~The~~Among other things, the board of directors has determined that it is important that the board should include members with the following skills and experiences:
• Financial acumenfor evaluation of financial statements and capital structure.
• International experience and experience with emerging marketsto evaluate our global operations.
• Software and technology acumen, coupled with in-depth understanding of our business and markets, to provide counsel and oversight with regard to our strategy.
• Operating experience, providing specific insight into developing, implementing and assessing our operating plan and business strategy.
• Human resources experience, including executive compensation experienceto help us attract, motivate and retain world-class talent.
• Corporate governance experienceat publicly traded companies to support the goals of transparency, accountability for management and the board, and protection of stockholder interests.
• Understanding of customer communications and marketing channelsto support our client focus and customer communications and marketing strategy.
• Turnaround experienceto help us assess opportunities to reposition certain of our businesses.
• Leadershipto motivate others and identify and develop leadership qualities in others.
When evaluating and recommending new candidates, the Governance Committee assesses the effectiveness of its criteria ~~when evaluating~~ and ~~recommending new candidates.~~considers whether there are any skill gaps that should be addressed.
The board conducts a self-assessment of its effectiveness as well as each of its members annually. Each committee also conducts a self-assessment of its performance annually. The board also periodically hires an outside advisor to conduct an independent review of how the board functions and to provide feedback based on that review, as it did in 2016.

Each director brings experience and skills that complement those of the other directors. The board of directors believes that all the directors nominated for election are highly qualified, and have the attributes, skills and experience required for service on the board of directors. Additional information about each director, ~~is included with~~including biographical information, ~~for each appearing below.~~appears on the following pages.

2319
PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election

Directors are elected to terms of one year. The board of directors has ~~ten~~eleven members whose terms expire in ~~2015.~~2018. Upon determining to fill an open board position, the board considers candidates submitted by outside independent recruiters, directors, members of management and others. Each of the nominees for election at the ~~2015~~2018 annual meeting of stockholders is a current board member and was selected by the board of directors as a nominee in accordance with the recommendation of the Governance Committee. If elected at the ~~2015~~2018 annual meeting of stockholders, each of the nominees would serve until the ~~2016~~2019 annual meeting of stockholders and until his or her successor is elected
and has qualified, or until such director’s death, resignation or removal.
Information about each nominee for director ~~including the nominee’s age,~~ as of March 1, ~~2015,~~2018, is set forth below.

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 of directors, unless the size of the board is reduced. At the annual meeting, proxies cannot be voted for more than the ~~ten~~eleven director nominees.

Vote Required; Recommendation of the Board of Directors

In accordance with our By-laws, in an uncontested election, a majority of the votes cast is required for the election of directors. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote. The Board of Directors Governance Principles provide that any nominee for director in this election who fails to receive a majority of votes cast in the affirmative must tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the board of directors the action to be taken with respect to such offer of resignation. The board of directors will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

The board of directors recommends that stockholders vote FOR the election of all the director nominees.

Nominees

Director since:1992
Committees: Finance; Governance
Linda G. Alvarado~~63, president~~
President and ~~chief executive officer of~~Chief Executive Officer, Alvarado Construction, Inc.,a commercial general contractor, development, design/build, and construction management ~~and development~~ company in the United States and internationally, since 1978. Ms. Alvarado is also ~~co-owner~~an owner of the Colorado Rockies Major League Baseball Club and President of Palo Alto, Inc. and the Alvarado Restaurant Entities which owns and operates YUM! Brands restaurants in multiple states. ~~Pitney Bowes director since 1992. (Also~~(Formerly a director of 3M ~~Company. Formerly a director of~~Company, Lennox International Inc., The Pepsi Bottling Group Inc. and Qwest Communications International Inc.)

~~As a principal of several diverse businesses,~~ Ms. Alvarado, 66, brings to the board of directors her significant operational experience as a principal of several diverse business enterprises, as well as an understanding of marketing, finance, shipping, transportation and product delivery, workforce and human resources issues. ~~Her~~Ms. Alvarado’s experience as a member of other public company boards of directors contributes to her understanding of global public company issues, including those relating to international markets and government affairs.
20
PROPOSAL 1: ELECTION OF DIRECTORS
Director since:2007
Committees: Executive Compensation; Governance

Anne M. Busquet~~65, principal of~~
Principal, AMB Advisors, LLC,an independent consulting firm, since 2006; former chief executive officer, IAC Local & Media Services, a division of IAC/Interactive Corp., an Internet commerce conglomerate, 2004 – 2006. ~~Pitney Bowes director since 2007.~~ (Also a director of Medical Transcription Billing Corp. and InterContinental Hotels Group ~~PLC.~~PLC and Elior Group. Formerly a director of Meetic S.A. and Blyth, Inc.)

Ms. Busquet, 68, has experience as a senior public company executive, including as American Express Company Division President, leading global interactive services initiatives. As former chief executive officer of the Local and Media Services unit of InterActiveCorp, she has experience in electronic media, communications and marketing. In addition, Ms. Busquet brings to the board of directors her substantial operational experience, including in international markets, marketing channels, emerging technologies and services, and product development.
24
~~PROPOSAL 1: ELECTION OF DIRECTORS~~

Director since:2012
Committees:Audit; Finance
Roger Fradin~~61, vice chairman, since April 2014,~~
Retired, Vice Chairman, Honeywell International Inc.,a diversified technology and manufacturing ~~company.~~company, since February, 2017. Formerly president and chief executive officer of Honeywell Automation and Control Solutions, a division of Honeywell. ~~Pitney Bowes director since 2012.~~Currently, Operating Executive with The Carlyle Group, one of the largest global Private Equity firms. (Also a director of Harris Corporation and MSC Industrial Direct Co., Inc.)

AsMr. Fradin, 64, as a retired senior executive of a major diversified technology and manufacturing company, with substantial experience as the chief executive officer of its $17 billion Automation and Control Solutions division, ~~Mr. Fradin~~ brings to the board significant operational experience, financial expertise, and experience in capital markets, product development, and marketing, including in international markets. He possesses a strong entrepreneurial background, with experience in driving robust growth for businesses under his leadership, and has deep experience in entering new markets, both organically and through acquisition.

Director since:2005
Committees: Executive Compensation; Governance
Anne Sutherland Fuchs~~67, consultant~~
Consultant to private equity firms.Formerly group president, Growth Brands Division, Digital Ventures, a division of J. C. Penney Company, Inc., a retailer, November 2010 – April 2012; former Chair of the Commission on Women’s Issues for New York City, 2002 – 2013. ~~Pitney Bowes director since 2005.~~ (Also a director of Gartner, Inc.)

Ms. Fuchs, 70, has experience as a senior executive with operational responsibility within the media and marketing industries, as well as experience as global chief executive officer of a unit of LMVH Moet Hennessy Louis Vuitton. Her experience in the publishing industry includes senior level operational roles at Hearst, Conde Nast, Hachette and CBS. She possesses experience in product development, marketing and branding, international operations, as well as in human resources and executive compensation. Her experience in managing a number of well-known magazines contributes to her knowledge and understanding of businesses closely tied to the mailing industry. Her work for the City of New York has further informed her understanding of government operations and government partnerships with the private sector.
21
PROPOSAL 1: ELECTION OF DIRECTORS
Director since:2012
Committees:Audit; Finance

S. Douglas Hutcheson~~58, chief executive officer, since March 2014,~~
Senior Advisor of ~~Laser, Inc., a privately held technology company. Since January 2015, senior advisor of technology, media~~Technology, Media and ~~telecom~~Telecom for Searchlight Capital,a global private investment firm. Formerly ~~chief executive officer,~~Chief Executive Officer of Laser, Inc., a private held technology company (March 2014 – May 2017) and also former Chief Executive Officer of Leap Wireless International, Inc., a provider of wireless services and devices through its subsidiary, Cricket Communications, Inc. (February 2005 – March ~~2013); president and chief executive officer, February 2005 – November 2012. Pitney Bowes director since 2012.~~2014). (Also a director of InterDigital, Inc. Formerly a director of Leap Wireless International, Inc.)

Mr. Hutcheson, 61, brings to the board of directors significant operational and financial expertise as an experienced former chief executive officer of a wireless communications company. His broad business background includes strategic planning and product and business development and marketing. His expertise in developing and executing successful wireless strategies is an asset to Pitney Bowes as more products and services are transitioned to the cloud. In addition, his experience as a public company chief executive contributes to his knowledge of corporate governance and public company matters.

Director since:2012
Committees:Executive
Marc B. Lautenbach~~53, president~~
President and ~~chief executive officer~~Chief Executive Officer of Pitney Bowes Inc.since December 3, 2012. Formerly, Managing Partner, North America, Global Business Services, International Business Machines Corporation (IBM), a global technology services company, 2010 – 2012, and General Manager, IBM North America, 2005 – 2010. ~~Pitney Bowes director since December 3, 2012.~~ (Also a director of Campbell Soup Company.)

AsMr. Lautenbach, 56, as a former senior operating executive at a global technology services company, ~~Mr. Lautenbach~~ possesses substantial operational experience, including in technology services, software solutions, application development, and infrastructure management, as well as marketing, sales and product development. Mr. Lautenbach has extensive experience working with a breadth of client segments, including in the small and medium sized business segment and public and enterprise markets. He also has significant international experience.
25
~~PROPOSAL 1: ELECTION OF DIRECTORS~~

Director since:2001
Committees:Chair, Executive Compensation; Executive
Eduardo R. Menascé,~~69, co-chairman, since April 2014,~~
Co-chairman, The Taylor Companies,a privately held organization that provides advisory services in mergers, acquisitions and ~~divestitures.~~divestitures, since April 2014. Retired president, Enterprise Solutions Group, Verizon Communications Inc., a leading provider of wireline and wireless communications, since 2006. ~~Pitney Bowes~~(Also a director ~~since 2001. (Also~~of Hillenbrand, Inc. Formerly a director of John Wiley & Sons, Inc., KeyCorp. and Hill-Rom ~~Holdings, Inc. and Hillenbrand, Inc. Formerly a director of KeyCorp.)~~Holdings)

Mr. Menascé, 72, has broad experience as a former senior executive responsible for a significant international operation of a public company, as well as experience in senior leadership positions with a number of European and Latin American businesses, including business operations, finance and capital markets, international and emerging markets, technology, customer communications and marketing channels, and executive compensation. His experience on other public company boards contributes to his knowledge of public company matters.
22
PROPOSAL 1: ELECTION OF DIRECTORS
Director since:1995
Committees:Chair, Executive; Chair, Finance; Audit

Michael I. Roth~~69, chairman~~
Chairman and ~~chief executive officer,~~Chief Executive Officer, The Interpublic Group of Companies, Inc.,a global marketing communications and marketing services company, since 2005. ~~Pitney Bowes director since 1995.~~ (Also a director of Ryman Hospitality Properties, Inc. and The Interpublic Group of Companies, Inc.)

Mr. Roth, 72, has broad experience as the chief executive officer of a public company and as a member of other public company boards of directors, as well as previous experience as a certified public accountant and attorney. In addition to his experience as chief executive officer of The Interpublic Group of Companies, his experience includes service as the chief executive officer of The MONY Group Inc. prior to its acquisition by AXA Financial, Inc. He brings to the board of directors his deep financial expertise, and experience in business operations, capital markets, international markets, emerging technologies and services, marketing channels, corporate governance, and executive compensation.

Director since:2015
Committees: Audit; Executive Compensation
Linda S. Sanford
Retired Senior Vice President, Enterprise Transformation, International Business Machines Corporation (IBM),a global technology and services company, since December 31, 2014. Prior to her leadership role as senior vice president, enterprise transformation, which she held from January 2003 to December 31, 2014, Ms. Sanford was senior vice president & group executive, IBM Storage Systems Group. Ms. Sanford joined IBM in 1975. (Also a director of RELX Group and Consolidated Edison, Inc.)
Ms. Sanford, 65, with extensive experience as a senior executive in a public global technology company, possesses a broad range of experience, including in technology, innovation and global operations. Ms. Sanford has significant expertise in business transformation, information technology infrastructure, and global process integration.
Director since:2001
Committees:Chair, Audit; Executive; Finance
David L. Shedlarz~~66, retired vice chairman~~
Retired Vice Chairman of Pfizer Inc.,a pharmaceutical ~~consumer and animal products health~~ company. Formerly vice chairman of Pfizer Inc., 2005 – 2007; executive vice president and chief financial officer, 1999 – 2005, Pfizer Inc. ~~Pitney Bowes director since 2001.~~ (Also a director of Teachers Insurance and Annuity Association, Teladoc, Inc., and The Hershey Company.)

Mr. Shedlarz, 69, has broad experience as a former senior executive of a public company, experience as a former chief financial officer and as a member of other public company boards of directors. He possesses financial expertise, knowledge of business operations and capital markets, international markets, emerging technologies and services, customer communications and marketing channels, human resources and executive compensation, regulatory and government affairs, product development, and corporate governance.
23
PROPOSAL 1: ELECTION OF DIRECTORS
Director since:2006
Committees:Chair, Governance; Executive; Executive Compensation

David B. Snow, Jr.,~~60, chairman~~
Chairman and ~~chief executive officer,~~Chief Executive Officer, Cedar Gate Technologies, Inc.,a provider of analytic and information technology services to doctor, hospital, and self-insured employer organizations entering risk-based reimbursement arrangements, since February 2014. Mr. Snow is chairman of Teladoc, Inc., one of the largest telemedicine companies in the United States, since July 2015. Until April 2012, chairman and chief executive officer of Medco Health Solutions, Inc., a leading pharmacy benefit manager. ~~Pitney Bowes~~(Also a director ~~since 2006. (Formerly~~of Teladoc, Inc. Formerly a director of Medco Health Solutions, Inc.)

InMr. Snow, 63, in addition to his experience as the chief executive officer of a public company, ~~Mr. Snow~~ has a strong background in operations, having served in senior leadership positions at several companies including WellChoice (Empire Blue Cross Blue Shield) and Oxford Health Plans. Mr. Snow also brings to the board of directors a broad range of experience, including finance and capital markets, emerging technologies, customer communications and marketing channels, human resources and executive compensation, regulatory and government affairs, corporate governance, and product development.
2624
Report of the Audit Committee

The Audit Committee functions pursuant to a charter that is reviewed annually and was last amended in ~~September 2013.~~November 2016. The committee represents and assists the board of directors in overseeing the financial reporting process and the integrity of the company’s financial statements. The ~~committee~~Committee is responsible for ~~retaining~~the appointment, compensation and retention of the independent accountants, ~~and~~ pre-approving the services they will perform, selecting the lead engagement partner, and for reviewing the performance of the independent accountants and the company’s internal audit function. The board of directors, in its business judgment, has determined that all five of the members of the committee are “independent,” as required by applicable listing standards of the New York Stock Exchange. Three of the five members of the committee have the requisite experience to be designated as an Audit Committee financial expert as defined by the rules of the Securities and Exchange Commission.

In the performance of its responsibilities, the committee has reviewed and discussed the audited financial statements with management and the independent accountants. The committee has also discussed with the independent accountants the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”). Finally, the committee has received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the ~~audit committee~~Audit Committee concerning independence, and has discussed with the independent accountants their independence.

In determining whether to recommend that the stockholders ratify the selection of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as Pitney Bowes’ independent ~~auditor~~accountants for ~~2015,~~2018, management and the committee, as they have done in prior years, engaged in a review of PricewaterhouseCoopers. In that review, the committee considers the continued independence of PricewaterhouseCoopers, its geographic presence compared to that of Pitney Bowes, its industry knowledge, the quality of the audit and its services, the audit approach and supporting technology, any Securities and Exchange Commission actions and other legal issues as well as PCAOB inspection reports. Pitney Bowes management prepares an annual assessment that includes an analysis of (1) the above criteria for PricewaterhouseCoopers and the other “Big Four” accounting firms; (2) an assessment of whether firms outside of the “Big Four” should be considered; and (3) a detailed analysis of the PricewaterhouseCoopers’ fees. In addition, PricewaterhouseCoopers reviews with the committee its analysis of its independence. Based on the results of this review this year, the committee concluded that PricewaterhouseCoopers is independent and that it is in the best interests of Pitney Bowes and its investors to appoint PricewaterhouseCoopers, who have been independent accountants of the company since 1934, to serve as Pitney Bowes’ independent registered accounting firm for ~~2015.~~2018.

Based upon the review of information received and discussions as described in this report, the committee recommended to the board of directors that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2017 as filed with the Securities and Exchange Commission on February ~~20, 2015.~~22, 2018.

By the Audit Committee of the board of directors,

David L. Shedlarz, Chair
Roger Fradin
~~Anne Sutherland Fuchs~~
S. Douglas Hutcheson
Michael I. Roth
Linda S. Sanford
2725
Proposal 2: Ratification of the Audit Committee’s Appointment of the Independent Accountants for ~~2015~~2018

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent accountants for Pitney Bowes for ~~2015.~~2018. Although not required by law, this matter is being submitted to the stockholders for ratification, as a matter of good corporate governance. If this proposal is not ratified at the annual meeting by the affirmative vote of a majority of the votes cast, the Audit Committee intends
to ~~recon-~~
~~sider~~reconsider its appointment of PricewaterhouseCoopers as its independent accountants. PricewaterhouseCoopers has no direct or indirect financial interest in Pitney Bowes or any of its subsidiaries. A representative from PricewaterhouseCoopers is expected to attend the annual meeting and to be available to respond to appropriate questions and will have the opportunity to make a statement if he or she desires to do so.

Principal Accountant Fees and Services

Aggregate fees billed for professional services rendered for the company by PricewaterhouseCoopers for the years ended December 31, ~~2014~~2017 and ~~2013,~~2016, were (in millions):

2014 2013 2017 2016
Audit $ 6.9 $ 8.8 $ 5.9 $ 5.7
Audit-Related .3 .3 4.2 1.5
Tax .8 .6 .5 .5
All Other — —
Total $ 8.0 $ 9.7 $ 10.6 $ 7.7

Audit fees:The Audit fees for the years ended December 31, ~~2014~~2017 and ~~2013~~2016 were for services rendered for the audits of the consolidated financial statements and internal control over financial reporting of the company and selected subsidiaries, statutory audits, issuance of comfort letters, consents, income tax provision procedures, and assistance with review of documents filed with the SEC. ~~The Audit fees decreased in 2014 compared with 2013 due to the additional audit services required in connection with the divestiture of Pitney Bowes Management Services in 2013.~~

Audit-Related ~~Fees:~~fees:The Audit-Related fees for the years ended December 31, ~~2014~~2017 and ~~2013~~2016 were for audits of selected subsidiaries not included in “audit” above, the Newgistics acquisition, assurance and related services related to employee benefit plan audits, procedures performed for SSAE 1618 reports, ~~attestation services pertaining to financial reporting that are not required by statute or regulation~~
~~and~~ consultations concerning financial accounting and reporting ~~standards.~~standards and for assessing and advising in the pre-implementation of the new ERP system. The 2017 increase was primarily due to the Newgistics acquisition and audits of selected subsidiaries not included in “audit” above.

Tax ~~Fees:~~fees:The Tax fees for the years ended December 31, ~~2014~~2017 and ~~2013~~2016 were for services related to tax ~~compliance,~~com-
pliance, including the preparation and/or review of tax returns and claims for refunds.

The Audit Committee has adopted policies and procedures to pre-approve all services to be performed by PricewaterhouseCoopers. Specifically the ~~committee’s~~Committee’s policy requires pre-approval of the use of PricewaterhouseCoopers for audit services as well as detailed, specific types of services within the following categories of audit-related and non-audit services: merger and acquisition due diligence and audit services; employee benefit plan audits; tax services; procedures required to meet certain regulatory requirements; assessment of and making recommendations for improvement in internal accounting controls and selected related ~~consulting~~advisory services. The ~~committee~~Audit Committee delegates to its Chairman the authority to address requests for pre-approval services between Audit Committee meetings, if it is deemed necessary to commence the service before the next scheduled meeting of the Audit Committee. Such pre-approval decisions are discussed at the next scheduled meeting. The Committee will not approve any service prohibited by ~~regulation.~~regulation or for services which, in their opinion, may impair PricewaterhouseCoopers’ independence. In each case, the ~~committee’s~~Committee’s policy is to pre-approve a specific annual budget by category for such audit, audit-related and tax services which the company anticipates obtaining from PricewaterhouseCoopers, and has required management to report the actual fees (versus budgeted fees) to the ~~committee~~Committee on a periodic basis throughout the year. In addition, any new, unbudgeted engagement for audit services or within one of the other pre-approved categories described above must be pre-approved by the ~~committee~~Committee or its chair.

Vote Required; Recommendation of the Board of Directors

Ratification of the appointment of Pitney Bowes’ independent accountants requires the affirmative vote of a majority of votes cast. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.

The board of directors recommends that stockholders vote FOR the ratification of PricewaterhouseCoopers LLP as our independent accountants for ~~2015.~~2018.
2826
Proposal 3: Non-binding Advisory Vote to Approve Executive Compensation

In accordance with SEC rules, stockholders are being asked to approve, on an advisory or non-binding basis, the compensation of our named executive officers (NEOs) as disclosed in this proxy statement.

This proposal, commonly known as a “Say-On-Pay” proposal, provides our stockholders with the opportunity to express their views, on an advisory (non-binding) basis, on our executive compensation for our NEOs for fiscal year ~~2014~~2017 as described in the “Compensation Discussion and Analysis” or (CD&A) beginning on page 3239 of this proxy statement, as well as the “Summary Compensation Table” and other related compensation tables and narratives, on pages 5762 through 71 of this proxy statement.

The stockholders have approved the board of directors’ recommendation to hold advisory votes onto approve executive compensation annually. At the company’s annual meeting of stockholders in ~~2014,~~2017, stockholders voted in favor of the company’s executive compensation by ~~over 95%~~97.5% of the votes cast.

The Executive Compensation Committee (Committee) and the board of directors believe that the compensation program described in the CD&A establishes effective incentives for the sustainable achievement of positive results without encouraging unnecessary or excessive risk-taking. Our compensation program appropriately aligns pay and performance incentives with stockholder
interests and enables the company to attract and retain talented executives. The company and the Committee have reached out to stockholders to solicit their views on the company’s executive compensation structure.
~~Based on the company’s financial results when compared against the pre-determined financial goals established by the Committee for 2014~~⁽¹⁾ ~~and after the application of the strategic modifier, the annual incentive payout multiplier for the NEOs was 125.1% and the 2012-2014 long-term cash incentive units award payout was $1.33 per unit.~~

As discussed in the CD&A, the Committee has structured our executive compensation program based on the following central principles:
(1) Compensation should be tied to performance and long-term stockholder return and performance-based compensation should be a greater part of total compensation for more senior positions;
(2) Compensation should reflect leadership position and responsibility;
(3) Incentive compensation should reward both short-term and long-term performance;
(4) Compensation levels should be sufficiently competitive to attract and retain talent; and
(5) Executives should own meaningful amounts of Pitney Bowes stock to align their interests with Pitney Bowes stockholders.

We believe our executive compensation program demonstrates a strong link between pay and performance in its design and exhibits strong pay governance practices.
⁽¹⁾ ~~See detailed discussion of the 2014 pre-determined financial goals beginning on page 43.~~

2927
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

~~Existing~~Strong Pay for Performance and ~~Strong Pay~~ Governance Practices

• ~~Strong Pay-for-Performance Practices:~~
• ~~86%~~88% of our CEO’s target total direct compensation, and ~~71%~~76% of target total direct compensation for the other named executive officers, is variable, and is subject to financial performance metrics.
• More than two-thirds of the total compensation paid to our CEO, and half of the total compensation paid to the NEOs, is equity-based and aligned with shareholder ~~interests.~~interests;
• 100% of the ~~2014~~2017 long-term incentive mix is equity-based;
• 100% of the annual incentive and long-term incentive program is based on financial objectives; ~~and~~
• ~~The long-term incentive program includes a three-year cumulative TSR modifier.~~
• ~~Strong Pay Governance Practices:~~
• No employment agreements with our executive officers;
• No tax gross-ups on Change-of-Control payments;
• No special arrangements whereby extra years of prior service are credited under our pension plans;
• No perquisites other than limited financial counseling and an executive physical examination benefit;
• “Double-trigger” vesting provisions in our Change-of-Control arrangements;
• A “clawback” policy that permits the company to recover ~~bonuses~~incentives from senior executives whose fraud or misconduct resulted in a significant restatement of financial results;
• Prohibitions against pledging and hedging of our stock;
• Executive stock ownership policy that aligns executives’ and directors’ interests with those of stockholders, recently expanded to: (i) include more senior executives, and (ii) count only vested shares toward stock holding ~~requirement.~~requirement;
• ~~Other Strong Pay Practices:~~
• Separate roles of CEO and chairman of the board of directors;
• An annual risk assessment of our pay practices;
• An annual stockholder advisory vote on executive compensation;
• A direct line of communication between our stockholders and the board of directors;
• Use of tally sheets to review each component of executive officer compensation;
• Use of two independent third-party compensation surveys (Radford Global Technology Survey ~~High-Tech Industry~~ and Willis Towers Watson Regressed Compensation Report) in determining the competitiveness of executive compensation;
• Use of an independent compensation consultant that advises the Committee directly on the company’s compensation structure and actions and performs no other services for the company; ~~and~~
• Enhanced disclosure of performance ~~targets.~~targets; and
• Investor outreach regarding governance and executive compensation in spring and fall of each year.

We have for the past several years regularly contacted many of our stockholders to give them an opportunity to share their views about our executive compensation program. In the ~~2014~~spring of 2017, we reached out to ~~holders~~stockholders representing approximately 49% of outstanding company shares, and in the fall of 2017, we reached out to stockholders representing approximately ~~43%~~51% of ~~our~~ outstanding company shares to answer questions concerning the ~~2014~~2017 proxy statement, including the executive compensation program. Over the past few years, the Committee has implemented features in the executive compensation program that directly related to comments received from the stockholders. We also invite our largest stockholders to provide input on executive compensation matters during the month prior to our annual meeting.

~~We urge stockholders to read the~~The CD&A beginning on page 3239 of this proxy statement ~~which~~ describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the “Summary Compensation Table” and other related compensation tables and narratives on pages 5762 through 71, which provide detailed information on the compensation of our NEOs.

We also invite stockholders to read our Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2017, as filed with the Securities and Exchange Commission
on February ~~20, 2015,~~22, 2018, which describes our business and ~~2014~~2017 financial results in more detail.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to indicate their support for our NEO compensation by voting FOR this advisory resolution at the ~~2015~~2018 Annual Meeting:

RESOLVED, that the stockholders of Pitney Bowes Inc. approve on ana non-binding advisory basis the compensation of the company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in this proxy statement for the company’s ~~2015~~2018 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “Say-On-Pay” resolution, is non-binding on the board of directors. Although non-binding, our board of directors and the Committee will carefully review and consider the voting results when making future decisions regarding our executive compensation program. The next “Say-on-Pay” advisory vote will occur at the ~~2016~~2019 annual ~~meeting.~~meeting based on the recommended advisory vote on the frequency of future advisory votes on executive compensation.

3028
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Vote Required; Recommendation of the Board of Directors

The vote onto approve executive compensation is an advisory vote. The affirmative vote of the majority of the votes cast will constitute the stockholders’ non-binding approval with respect to our executive compensation programs. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.

The board of directors recommends that stockholders vote FOR the approval of our executive compensation on an advisory basis.
29
Proposal 4: Approval of the ~~advisory resolution on executive compensation.~~Pitney Bowes Inc. 2018 Stock Plan

The board of directors recommends that stockholders approve the Pitney Bowes Inc. 2018 Stock Plan (the 2018 Stock Plan). Based upon the recommendation of the Executive Compensation Committee (“Committee”), the board unanimously approved the 2018 Stock Plan in February, 2018 and approved the maximum shares to be provided under the 2018 Stock Plan. The 2018 Stock Plan will become effective May 7, 2018 subject to stockholder approval at our annual meeting. The 2018
Stock Plan would govern grants of stock-based awards to employees, which is an important component of our compensation program encouraging the alignment of executive compensation with stockholder interests. The complete text of the 2018 Stock Plan approved by the board of directors is attached as Annex A to this Proxy Statement. The following discussion is qualified in all respects by reference to Annex A.

Why we believe you should approve the 2018 Stock Plan
The 2018 Stock Plan is designed to align the interest of employees with those of the stockholders and support the company’s long-term business objectives through the ownership of stock in the company and to attract, motivate and retain experienced and highly qualified employees who will contribute to the company’s long-term success. Awards can be made in the form of performance stock units (PSUs), restricted stock units (RSUs), options, stock appreciation rights (SARs), restricted stock and other stock-based awards granted under the 2018 Stock Plan, any of which may be subject to the achievement of performance conditions.
Equity compensation is an essential part of our compensation program to help us attract and retain talent in order to deliver our strategy and create stockholder value. We believe our future success depends on our ability to attract, motivate and retain high quality employees and approval of the 2018 Stock Plan is critical to achieving this success.
The use of our stock as part of our compensation program is also important because it fosters a pay-for-per-
formance culture, which is an essential element of our overall compensation program. We believe that equity compensation motivates employees to create stockholder value because the value employees realize from equity compensation is based on our stock performance.
Finally, we believe that we have demonstrated our commitment to sound equity compensation practices. We recognize that equity compensation awards dilute stockholder equity and, therefore, we have carefully managed our equity incentive compensation. Our equity compensation practices are targeted to be consistent with the market median, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described further below.
The board believes that continuing to offer employees equity-based incentive compensation is consistent with the company’s compensation philosophy. If approved, the 2018 Stock Plan will replace our 2013 Stock Plan with respect to future awards.

2018 Stock Plan Highlights
While the 2018 Stock Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility, currently awards largely consist of PSUs, RSUs and nonqualified stock options.
Provisions Designed to Protect Stockholder Interests
The 2018 Stock Plan has several provisions designed to protect stockholder interests and promote effective corporate governance including:
• Limit on grants of full-value awards;
• Prohibition on share recycling or “Liberal Share Counting” practices;
• No re-pricing of stock options or SARs without prior stockholder approval;
• Stock options and SARs cannot be granted below 100% of fair market value;
• Maximum term for stock options and SARs is 10 years;
• Generally, a minimum three-year vesting for time-based full-value awards and stock options;
• Minimum one-year performance period for performance-based awards;
• Change-in-Control definition that requires either a 30% acquisition or a consummation of a transaction;
• “Double-trigger” requirement under a Change-in-Control;
• No “evergreen” provision to automatically increase the number of shares issuable under the 2018 Stock Plan; and
• Clawback policy applicable to awards under the 2018 Stock Plan.
Determination of the Shares Available and Award Limits under the 2018 Stock Plan
In order to decide upon a number of the 2018 Stock Plan features, the Committee consulted Pay Governance LLC, its independent compensation advisor. Pay Governance examined a number of factors, including stockholder dilution, burn rate, and overhang. The Committee considered Pay Governance’s analysis and advice in reaching its decision on the total number of shares to authorize under the 2018 Stock Plan.

30
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
A maximum of 14,000,000 shares (subject to adjustment as described below) will be available for issuance under the 2018 Stock Plan for PSUs, RSUs, stock options, SARs, restricted stock and any other type stock-based awards issued under the 2018 Stock Plan. In addition to the number of shares described in the preceding sentence, any shares associated with outstanding awards under the Prior Plans as of May 6, 2018 that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares) will also be available for issuance under the 2018 Stock Plan. Any shares authorized but not awarded under the current 2013 Stock Plan will be extinguished under that plan upon approval of the 2018 Stock Plan. “Prior Plans” means the Pitney Bowes Inc. 2007 Stock Plan and the Pitney Bowes Inc. 2013 Stock Plan.
Of the maximum number of shares available for issuance under the 2018 Stock Plan, no more than 7,000,000 shares in the aggregate may be issued pursuant to grants other than options or SARs during the term of the 2018 Stock Plan. An employee may receive multiple awards under the 2018 Stock Plan.
A maximum of 1.5 million shares that are the subject of awards (other than tandem SARs) may be granted under the Plan to any individual during any calendar year.
Shares delivered under the 2018 Stock Plan will be authorized but unissued shares of Pitney Bowes common stock, treasury shares or shares purchased in the open market or otherwise. To the extent that any award payable in shares is forfeited, cancelled, returned to the company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made in shares, the shares covered thereby will no longer be charged against the maximum share limitation and may again be made subject to awards under the 2018 Stock Plan. Any awards settled in cash will not be counted against the maximum share reserve under the 2018 Stock Plan. However, any shares exchanged by an employee or withheld from an employee as full or partial payment to the company of the exercise price or the tax withholding upon exercise or settlement of an award, unissued shares resulting from the settlement of SARs in stock or net settlement of a stock option, and shares repurchased on the open market with the proceeds of an option exercise will not be returned to the number of shares available for issuance under the 2018 Stock Plan.
The board believes that 14,000,000 shares, 7,000,000 of which are reserved for full value share awards, represents a reasonable amount of potential equity dilution (7.0% of our common shares outstanding as of December 31, 2017) and provides a meaningful incentive for employees to increase the value of the company for all stockholders. Based on our past experience, we believe the 14,000,000 shares will provide us an opportunity to grant equity awards for approximately two years before we would need to seek stockholder approval of more shares. In order to determine the number of shares to
be authorized under the 2018 Stock Plan, the Committee and the board considered the need for the shares and the potential dilution that awarding the requested shares may have on current stockholders.
Equity Overhang
After the February 2018 grant, which utilized approximately 4,109,318 shares, there is a balance of 13,369,229 available for issuance under the Prior Plans, which will be extinguished upon approval of the 2018 Plan to the extent not issued prior to May 7, 2018. If approved, the 14,000,000 shares available under the 2018 Stock Plan would represent approximately 7.5% of 186,603,738 common shares outstanding as of December 31, 2017. No further grants would be made under the 2013 Stock Plan upon the approval of the 2018 Stock Plan. Assuming the approval of the 2018 Stock Plan and the extinguishment of shares from Prior Plans as described above, the potential equity overhang from all stock incentives granted and available to employees and directors would be approximately 13.8%. The equity overhang under the Prior Plans as of December 31, 2017 was 13.9%.
In considering the cumulative dilutive impact of the equity program, the Committee considered the overhang impact of previously issued awards. Included in the equity overhang calculation are options with exercise prices greater than the current share price. “Overhang” is defined as:
• outstanding stock options, plus
• outstanding full value awards, such as RSUs, plus
• the number of shares available for future grants under our 2014 Directors’ Plan and the proposed 2018 Stock Plan (disregarding the remaining unissued 2013 Stock Option Plan shares because no future grants would be made if the 2018 Stock Plan is approved),
• collectively divided by:
◦ 187,103,143 (the total outstanding shares of common stock as of March 2, 2018) plus
◦ all shares in the numerator.
As of December 31, 2017, there were 14,291,116 shares outstanding under the Prior Plans (of which 3,796,077 are subject to awards of stock units and shares of restricted stock, and 10,495,039 are subject to awards of stock options). As of December 31, 2017, the weighted average exercise price of outstanding stock options was $21.67 and the weighted average remaining term of outstanding stock options was 4.9 years.
As of March 2, 2018 and inclusive of the February 2018 grant, there are approximately 15,893,080 shares outstanding under Prior Plans (of which 5,191,436 are full value shares and 10,701,644 are stock options). The total common shares outstanding is 187,103,143 as of March 2, 2018. The weighted average exercise price of outstanding stock options and the weighted average remaining term of outstanding stock options are estimated at approximately $18.10 and 5.8 years.

31
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
Burn Rate
The Committee also considered the burn rate with respect to the equity awards. The burn rate is the total equity awards we granted in a fiscal year plus units earned all divided by the total weighted average common shares outstanding at the end of the year. Our three-year average burn rate for the time period from
2015 to 2017 is approximately 2.5%, which is generally consistent with burn rate practices of the Equilar 500 (source: 2017 Equilar Equity Compensation Trends report). We will continue to monitor our equity use in future years to ensure our burn rate is maintained within competitive market norms. The Committee was satisfied that the burn rate over the past three years was at an acceptable level. See table below for additional detail.

Estimated 2015–2017 Burn Rate
Fiscal Year Stock
Options
granted RSUs granted PSUs (Earned) Total Shares
Granted /
Earned⁽¹⁾ Wtd. Avg. CSO
(Common Shares
Outstanding) Burn Rate
2015 200,000 809,436 — 2,223,590 199,835,000 1.11 %
2016 1,758,760 826,546 — 3,825,125 187,945,000 2.04 %
2017 2,553,510 1,995,473 258,685 8,188,905 186,332,010 4.39 %
3-Year Average Burn Rate (2015 – 2017 ) 2.51 %
⁽¹⁾ Uses a multiplier of 2.5 consistent with ISS calculation of 1 full value shares of PBI stock to 2.5 options.
2018 Stock Plan Terms and Conditions
2018 Stock Plan Administration
The 2018 Stock Plan is administered by the Executive Compensation Committee or any other committee designated by the board of directors to administer the 2018 Stock Plan. The board of directors and the Committee have the authority to delegate their duties under the 2018 Stock Plan to the fullest extent permitted by Delaware law. The Committee may delegate certain administrative tasks to an internal administrative employee benefits committee. Any power of the Committee may also be exercised by the board of directors. In the event that an action taken by the board of directors conflicts with action taken by the Committee, the board of directors’ action will control. The Committee is authorized to designate employees under the 2018
Stock Plan, determine the number of shares and type(s) of awards granted to employees, determine the terms and conditions of awards, interpret and administer the 2018 Stock Plan, establish, amend, suspend, rescind or reconcile rules and regulations under the 2018 Stock Plan, and generally make any other determination and take any other action the Committee deems necessary or desirable for the administration of the 2018 Stock Plan. The board determines all awards made to the CEO and COO. The Committee has delegated certain of its responsibilities under the 2018 Stock Plan, including the authority to make awards to employees below the executive officer level, to the chief executive officer as consistent with Delaware law.

Eligibility and Participation
Approximately 14,000 employees of the company and its affiliates are eligible to participate in the 2018 Stock Plan (Newgistics employees are not yet eligible), and approximately 650 employees (including the executive officers of the company) currently receive long-term
incentive awards in a given year. These numbers may vary from year to year. From time to time, the Committee will determine who will be granted awards, the number of shares subject to such grants and all other terms of awards.

Types of Plan Awards
The 2018 Stock Plan, like our prior equity plans, provides for a variety of equity instruments to preserve flexibility. The types of awards that may be issued under the 2018 Stock Plan are described below. Since 2015, the company has utilized PSUs, RSUs and nonqualified stock options in making awards under its long-term incentive program.
Performance Stock Units
PSUs provide the employee the right to receive Pitney Bowes common stock at the conclusion of a specified performance period (generally three years) based upon certain pre-established performance criteria. Based on how the company performs against the pre-established financial criteria, the award can pay out in common

32
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
stock anywhere between zero to two times the PSUs awarded. Target payout is one common share per PSU awarded. Dividend equivalent rights are payments equivalent to dividends declared on the company’s common stock before a stock unit vests and is converted into common stock. Although it has not been the company’s past practice to grant dividend equivalents, PSUs may be granted together with related dividend equivalent rights. If granted, dividend equivalents are prohibited from being paid until the underlying award has vested.
Restricted Stock and Stock Units
A restricted stock award represents shares of Pitney Bowes common stock that are issued subject to restrictions on transfer and vesting requirements as determined by the Committee. On the other hand, a Restricted Stock Unit provides the employee the right to receive a payment in common stock or cash based on the value of a share of Pitney Bowes common stock. Both restricted stock and stock units may be subject to such vesting requirements, restrictions and conditions to payment as the Committee determines are appropriate. Generally, we issue performance-based, time-vested restricted stock and RSU awards which vest pro-rata over a period of approximately three years. Vesting requirements may be based on the continued service of the employee for specified time periods and/or on the attainment of specified business performance goals established by the Committee. Restricted stock will pay dividends earned only after the restricted stock vests. Although it has not been the company’s past practice to grant dividend equivalents, RSUs may be granted together with related dividend equivalent rights. If granted, dividend equivalents are prohibited from being paid until the underlying award has been vested.
Stock Options
Stock options granted under the 2018 Stock Plan may be either non-qualified stock options (NSOs) or incentive stock options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended (Code). Stock options entitle the employee to purchase a share of Pitney Bowes common stock at an exercise price specified in the Award Agreement (including through net settlement or a cashless exercise through a broker facility, to the extent permitted by the Committee). The exercise price of any stock option granted, other than substitute awards or tandem SARs, may not be less than 100% of the fair market value of a share of Pitney Bowes common stock on the date of grant. The 2018 Stock Plan defines the fair market value as the closing price of Pitney Bowes common stock on the date of grant as reported by the New York Stock Exchange. The option
exercise price is payable in cash, shares of Pitney Bowes common stock, through a broker-assisted cashless exercise through share withholding or as otherwise permitted by the Committee.
The Committee determines the terms of each stock option grant at the time of the grant. Generally, all options have a ten-year term from the date of the grant. The Committee specifies, at the time each option is granted, the time or times at which, and in what proportions, an option becomes vested and exercisable. Vesting may be based on the continued service of the employees for specified time periods or on the attainment of specified business performance goals established by the Committee or both. Generally vesting of stock options occurs pro-rata over a three-year period. Under certain circumstances, the Committee may accelerate the vesting of options.
With certain exceptions, a vested stock option expires three months after termination of employment.
Stock Appreciation Rights
SARs entitle the employee, upon settlement, to receive a payment based on the excess of the fair market value of a share of Pitney Bowes common stock on the date of settlement over the base price of the right, multiplied by the applicable number of SARs of Pitney Bowes common stock. SARs may be granted on a stand-alone basis or in tandem with a related stock option. The base price may not be less than the fair market value of a share of Pitney Bowes common stock on the date of grant. The Committee will determine the vesting requirements, form of payment and other terms of a SAR, including the effect of termination of service of an employee. Vesting may be based on the continued service of the employee for specified time periods or on the attainment of specified business performance goals established by the Committee or both. Under certain circumstances, the Committee may accelerate the vesting of SARs. Generally, all SARs have a ten-year term from the date of the grant. SARs may be payable in cash or in shares of Pitney Bowes common stock or in a combination of both.
The company does not currently have any SARs outstanding.
Other Stock Based Awards
The Committee may grant employees such other awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Pitney Bowes common stock (including without limitation securities convertible into such shares), as are deemed by the Committee to be consistent with the purposes of the 2018 Stock Plan.

33
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
Performance-Based Awards
Subject to the other terms of the 2018 Stock Plan, the Committee may condition the grant, retention, issuance, payment, release, vesting or exercisability of any award, in whole or in part, upon the achievement of performance criteria during one or more specified performance periods. The performance criteria may be measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous year’s results or to a designated comparison group, in each case established by the Committee.
Performance criteria may include any one or more of the following either individually, alternatively or in any combination, applied to either the company as a whole or to a business unit, subsidiary, division or department:
(i) achievement of cost control, (ii) earnings before interest and taxes (EBIT), (iii) earnings before interest, taxes, depreciation and amortization (EBITDA), (iv) earnings per share, (v) economic value added, (vi) free cash flow, (vii) gross profit, (viii) growth of book or market value of capital stock, (ix) income from continuing operations, (x) net income, (xi) operating income, (xii) operating profit, (xiii) organic revenue growth, (xiv) return on investment (including return on invested capital), (xv) return on operating assets, (xvi) return on stockholder equity, (xvii) revenue, (xviii) revenue growth (xix) stock price, (xx) total
earnings, (xxi) total stockholder return, or (xxii) any other performance criteria established by the Committee.
The Committee will appropriately adjust any evaluation of performance under a performance goal to eliminate the effects of charges for restructurings, discontinued operations, extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of a segment or a business or related to a change in accounting principle all as determined in accordance with standards established by the Accounting Principles Board if any or other applicable accounting provisions, as well as the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles or identified in the company’s financial statements, including the notes thereto. In addition there may be appropriate adjustments made to any evaluation of performance under a performance goal to exclude any of the following events that occurs during a performance period: asset write-downs, litigation, claims, judgments or settlements, the effect of changes in tax law or other such laws or provisions affecting reported results, accruals for reorganization and restructuring programs and accruals of any amounts for payment under the 2018 Stock Plan or any other compensation arrangement maintained by the company.

Forfeiture of Awards (Clawback)
The 2018 Stock Plan provides that the Committee may forfeit awards in the event that 1) an employee engages in gross misconduct (as defined in the 2018 Stock Plan), 2) an employee violates the terms of the Proprietary Interest Protection Agreement (a non-compete, non-solicitation and confidentiality agreement) or similar
agreement, or 3) in the case of Executive Officers, it is necessary to restate the company’s financial statements due to the company’s material non-compliance with any financial reporting requirement under the securities laws. Award payments may be recouped in the event that any of the above apply.

Effect of Change of Control
Upon termination of employment which is on account of and within two years of a Change of Control (as defined in the 2018 Stock Plan): (1) all unvested RSUs vest and are immediately converted into company common stock, (2) unvested PSUs vest at the target performance level and are immediately converted into common stock and (3) unvested NSOs vest and become fully exercisable for the remainder of the option term. If there is no termination of employment following a Change of Control: (1) all unvested RSUs vest but are not converted into common stock until the earlier of Termination of Employment (as defined in the 2018 Stock Plan) or the normal vesting dates of the award, (2) all unvested PSUs will vest at target but will not be converted into common stock until the earlier of Termination of Employment or the conclusion of the three-year performance
period, and (3) NSOs shall vest on the Change of Control and become fully exercisable on the earlier of Termination of Employment or the normal award vesting date and remain exercisable for the balance of the option term. If the acquiring company does not assume the company’s Stock Plan or any of its outstanding equity awards, RSUs and NSOs will vest upon the Change of Control, and in the case of PSUs will vest as if target performance for the entire performance period has been achieved, be valued at the common stock price as of the Change of Control and converted into cash payable upon the earlier of termination from employment or the normal award vesting date. Holders of vested RSUs and PSUs will be entitled to dividends payable upon the earlier of termination from employment or the normal award vesting date.

Limited Transferability
All RSUs, PSUs, NSOs and other stock-based awards granted under the 2018 Stock Plan are non-transferable except upon death, either by the employee’s will
or the laws of descent and distribution or through a beneficiary designation, or as otherwise provided by the Committee.

34
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
Adjustments for Corporate Changes
In the event of recapitalizations, reclassifications or other specified events affecting the company or the outstanding shares of Pitney Bowes common stock, equitable adjustments will be made to the number and kind of shares of Pitney Bowes common stock available for
grant, as well as to other maximum limitations under the 2018 Stock Plan, and the number and kind of shares of Pitney Bowes common stock or other rights and prices of outstanding awards.

2018 Stock Plan Term, Amendment and Termination
The 2018 Stock Plan will have a term of ten years expiring on May 6, 2028, unless terminated earlier by the board of directors. Unless prohibited by applicable law or otherwise expressly provided in an award agreement or in the 2018 Stock Plan, the board may at any time and from time to time and in any respect amend, alter, suspend, discontinue or terminate the 2018 Stock Plan. The board may seek the approval of any amendment or modification by the company’s stockholders to the extent it deems necessary or advisable in its sole discretion for compliance purposes, including the listing requirements of the New York Stock Exchange or another exchange or securities market or for any other purpose. No amendment or modification of the 2018
Stock Plan will adversely affect any outstanding award without the consent of the employee or the permitted transferee of the award. Any amendment to the 2018 Stock Plan that would (a) increase the total number of shares available for awards; (b) reduce the price at which NSOs/SARs may be granted below the exercise price; (c) reduce the exercise price of outstanding NSOs/SARs; (d) extend the term of the 2018 Stock Plan; (e) change the class of persons eligible to be employees; (f) otherwise amend the 2018 Stock Plan in any manner requiring stockholder approval by law or under the New York Stock Exchange listing requirements; or (g) increase the individual maximum limits would require stockholder approval.

2018 Stock Plan Benefits
Because benefits under the 2018 Stock Plan will depend on the Committee’s actions (including a determination of who will receive future awards and the terms of those awards) and the fair market value of common shares at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the 2018 Stock Plan is approved by the stockholders.
On February 5, 2018, the date of the 2018 award grants, the closing price of our common stock traded on the New York Stock Exchange was $12.64 per share and as of March 9th, 2018 (the record date) the closing price of our common stock was $12.87 per share.

U.S. Federal Income Tax Consequences
The following discussion summarizes the material U.S. federal income tax consequences to the company and the participating employees in connection with the 2018 Stock Plan under applicable provisions of the Internal Revenue Code (Code) and the accompanying regulations. The discussion is general in nature and does not address issues relating to the income tax circumstances of any individual employee. The discussion is based on federal income tax laws in effect on the date of this proxy statement and is, therefore, subject to possible future changes in the law. The discussion does not address the consequences of state, local or foreign tax laws.
Federal Income Tax Consequences to the Company
Generally, to the extent that a recipient recognizes ordinary income, the company will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and, together with other compensation paid certain “covered employees,” is below the $1,000,000 deduction limitation imposed by IRC Section 162(m). Generally a “covered employee” is an executive who is or was a
named executive officer beginning with the named executive officers listed in this proxy statement and future proxy statements. Compensation paid to a covered employee whether performance-based or not, will not be deductible to the extent such amounts exceed $1 million in any one year, unless grandfathered under the Tax Cut and Jobs Act of 2017 (the Tax Act).
On December 22, 2017, the Congress enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act. Among other things, the Tax Act substantially amended IRC Section 162(m) of the Internal Revenue Code. IRC 162(m) imposes a $1 million cap on the company’s tax deduction on compensation paid to its highest five paid executives (Named Executive Officers). Prior to 2018, qualified performance-based compensation meeting the process requirements of Section 162(m) was exempt from the $1 million cap. The Tax Act repealed the qualified performance-based compensation exception under Section 162(m) effective for tax years beginning on or after January 1, 2018 and expanded the group of covered employees potentially subject to the $1 million deductibility cap. The Tax Act grandfathered arrangements entered into on or before November 2, 2017.

35
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
As a result of the Tax Act changes to Section 162(m), we expect that equity awards or other compensation, whether or not performance based, granted or provided under arrangements entered into or modified after November 2, 2017 to any person who is or was a Named Executive Officer will not be deductible to the extent such amounts exceed $1 million in any one year.
Section 409A
Code Section 409A may apply to awards under the 2018 Stock Plan that are deemed to be deferred compensation. If the requirements of Section 409A are not met, the recipient may be required to include deferred compensation in taxable income and additional taxes and interest may be assessed on such amounts. To the extent Section 409A is applicable to an award made under the 2018 Stock Plan, it is the company’s intent to have such award comply with the rules promulgated under Section 409A.
Tax Withholding
To the extent required by applicable federal, state, local or foreign law, an employee will be required to satisfy, in a manner satisfactory to the company, any withholding tax obligations that arise by reason of the award.
Taxation of the Various 2018 Stock Plan Awards
Performance Stock Units and Restricted Stock Units.Employees granted RSUs and PSUs do not recognize income at the time of the grant. Rather they recognize ordinary income, and subject to IRC 162(m), the company receives a corresponding tax deduction, in an amount equal to the fair market value of the units when the award vests and is converted into common stock or paid in cash. Certain employees who receive PSUs or RSUs may defer the conversion of the PSUs or RSUs beyond the award vesting date.
Nonqualified Stock Options.An employee will not recognize income and the company will not be entitled to a deduction upon receipt of a nonqualified stock option award. Ordinary income will be realized by the employee, and subject to IRC 162(m), a tax deduction will be recognized by the company at the time the non-qualified stock option is exercised and the shares are transferred to the employee. The amount of such taxable income and deduction upon the exercise of an Option, is the difference between the exercise or option price and the fair market value of the shares on the date of exercise.
Incentive Stock Options.ISOs will not result in taxable income to the employee, nor a taxable deduction for the company. However, the difference between the fair market value of the stock on the date of grant and the option exercise price is a tax preference item that may subject the employee to the alternative minimum tax. If the employee holds the ISO shares for two years from the date the option was granted and for one year after the shares were transferred to him upon the exercise of the option, the employee will recognize long-term capital
gain on the portion of the gain on the sale of the shares equal to the difference between the sales price and the option exercise price and the company will not be entitled to a deduction either at the time the employee exercises the ISO or subsequently sells the ISO shares. If the employee sells the ISO shares within two years after the date the ISO is granted or within one year after the date the ISO is exercised, then the sale is considered a disqualifying sale, and the difference between the grant price and the exercise price will be taxed as ordinary income. The balance of the gain will be treated as long- or short-term capital gain depending on the length of time the employee held the stock. If the shares decline in value after the date of exercise, the compensation income will be limited to the difference between the sale price and the amount paid for the shares. The tax will be imposed in the year the disqualifying sale is made. Subject to 162(m), the company will be entitled to a deduction equal to the ordinary income recognized by the employee.
With respect to both nonqualified stock options and ISOs, special rules apply if an employee uses shares already held by the employee to pay the exercise price or if the shares received upon exercise of the option are subject to a substantial risk of forfeiture by the employee.
Stock Appreciation Rights.An employee will recognize taxable income upon the exercise of a SAR in the amount of the aggregate cash received. In either case, subject to 162(m) the company will be entitled to an income tax deduction in the amount of such income recognized by the employee.
Restricted Stock.Employees receiving restricted stock will not recognize any income upon receipt of the restricted stock. Ordinary income will be realized by the holder at the time that the restrictions on transfer are removed or have expired and the stock vests. The amount of ordinary income will be equal to the fair market value of the shares on the date that the restrictions on transfer are removed or have expired. Subject to 162(m), the company will be entitled to a deduction at the same time and in the same amount as the ordinary income the employee realizes. An employee may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time the award is received if the employee makes an election no later than 30 days after an employee receives the restricted stock. If a timely election is made, the employee will not recognize any additional income when the restrictions on the shares lapse. If the employee forfeits the shares to the company, the employee may not claim a deduction with respect to the income recognized as a result of the election.
Generally, when an employee disposes of shares acquired under the 2018 Stock Plan, the difference between the sales price and his or her basis in such shares will be treated as long- or short-term capital gain or loss depending upon the holding period for the shares.

36
PROPOSAL 4: APPROVAL OF THE PITNEY BOWES INC. 2018 STOCK PLAN
Registration with the SEC
If the 2018 Plan is approved by shareholders, the company will file a Registration Statement on Form S-8 with the SEC with respect to the shares of Pitney Bowes common stock to be registered pursuant to the 2018 Plan, as soon as reasonably practicable following shareholder approval.
Tax Treatment of Awards to Employees Outside the United States
The grant and exercise of options and awards under the 2018 Stock Plan to employees outside the United States may be taxed on a different basis.

Vote Required; Recommendation of the Board of Directors
Approval of the Pitney Bowes Inc. 2018 Stock Plan requires the affirmative vote of a majority of votes cast. Broker non-votes are not considered votes cast and therefore will not be counted either for or against this proposal. With respect to abstentions, for purposes of approval under our By-laws, abstentions are not considered votes cast and therefore will not be counted either for or against; however, for purposes of approval under New York Stock Exchange rules, abstentions are treated as votes cast, and, therefore, will have the same effect as an “against” vote.
The board of directors recommends that stockholders vote FOR the proposal to approve the Pitney Bowes Inc. 2018 Stock Plan.
37
Equity Compensation Plan Information

The following table provides information as of December 31, ~~2014~~2017 regarding the number of shares of common stock that may be issued under our equity compensation plans.

Plan Category (a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (b)
Weighted-average exercise
price of outstanding options,
warrants and rights (c)
Number of securities
remaining available for
future issuance under equity
compensation plans
excluding securities
reflected in column (a) (a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (b)
Weighted-average exercise
price of outstanding options,
warrants and rights (c)
Number of securities
remaining available for
future issuance under equity
compensation plans
excluding securities
reflected in column (a)
Equity compensation plans approved by security holders 13,323,075 $31.14 19,715,336 10,495,039 $21.67 15,725,806
Equity compensation plans not approved by security holders — — — —   —   —
Total 13,323,075 $31.14 19,715,336 ⁽¹⁾ 10,495,039 $21.67 15,725,806 ⁽¹⁾

⁽¹⁾ These shares are available for stock awards made under ~~both~~ the Stock Plan of ~~2013 and the Directors’ Stock Plan.~~2013. As of December 31, ~~2014,~~2017, of the total ~~19,715,336~~15,725,806 shares remaining and available for future issuance, ~~10,527,654~~6,324,469 are available for full value share awards.

Report of the Executive Compensation Committee

The Executive Compensation Committee ~~(Committee)~~(“Committee”) of the board of directors (1) has reviewed and discussed with management the section ~~included below in this proxy statement~~beginning on page 39 entitled “Compensation Discussion and Analysis” (CD&A) and (2) based on that review and discussion, the Committee has recommended to the board of directors that the CD&A be included in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2017 and this proxy statement.

By the Executive Compensation Committee of the board of directors,

Eduardo R. Menascé, Chairman
Anne M. Busquet
Anne Sutherland Fuchs
Linda S. Sanford
David B. Snow, Jr.
3138
Compensation Discussion and Analysis

The following discussion and analysis contains statements regarding company performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Investors should not apply these statements to other contexts.

Executive Summary

Overview

This CD&A section explains our compensation philosophy, summarizes the material components of our compensation programs and reviews compensation decisions made by the Committee and the independent board members. The Committee, comprised of only independent directors, makes all compensation decisions regarding ~~the executives~~executive officers including those identified as ~~Named Executive Officers~~named executive officers (NEOs) in the Summary Compensation Table ~~below,~~on page 62, other than the Chief Executive Officer (CEO) and the Chief Operating Officer (COO). The independent board members, based on recommendations by the Committee, determine compensation actions impacting the ~~CEO.~~CEO and the COO.

~~2014 Named Executive Officers~~
2017 Named Executive Officers
• Marc B. Lautenbach, President and Chief Executive Officer
• ~~Michael Monahan,~~Stanley J. Sutula III, Executive Vice President and Chief Financial Officer ~~(effective February 9, 2015, Mr.~~
• Michael Monahan, ~~was also appointed to the newly created role of~~Executive Vice President, Chief Operating ~~Officer)~~Officer
• Mark L. Shearer, Executive Vice President ~~and President, Pitney Bowes SMB Mailing Solutions~~
• ~~Abby F. Kohnstamm,~~Roger Pilc, Executive Vice President and Chief ~~Marketing~~Innovation Officer
• ~~Daniel J. Goldstein, Executive Vice President and Chief Legal & Compliance Officer~~

~~Since December 3, 2012,~~ Pitney Bowes has bifurcated the ~~role~~roles of President and CEO and chairman of the board of directors. Marc B. Lautenbach is President and CEO and Michael I. Roth is non-executive chairman of the board of directors.

~~Summary~~Effective February 1, 2017, Stanley J. Sutula III was appointed to the role of ~~2014 Business Results~~Executive Vice President and Chief Financial Officer succeeding Michael Monahan. Mr. Monahan continues to serve in the role of Executive Vice President and COO.

In 2014, Pitney Bowes achieved significant progress against its three strategic initiatives to transform the company and unlock shareholder value by 1) stabilizing the mail business, 2) driving operational excellence, and 3) growing its business through expansion in digital commerce. During the year, we continued our implementation of a new go-to-market strategy, divested certain business operations, and initiated a global effort to streamline the company’s back-office systems. All aspects of our Digital Commerce Solutions segment grew revenue in 2014, including the introduction of outbound services from the United Kingdom.Mark Shearer has announced his retirement effective March 1, 2018.
In addition, we continued to deliver innovative physical and digital products and solutions and made significant investments in marketing in support of the transformation of our brand. One of the main goals of the re-branding effort is to update the market’s perception of the company. This is the first brand refresh since 1971 and only the third in our 95 year history. The new brand strategy clarifies the company’s role in the changing world of commerce, emphasizing the interplay between physical and digital communications by spotlighting both our traditional strengths in mailing solutions for the small, medium and large enterprises, as well as our emerging strength in newer technology areas such as location intelligence, customer information management and cross-border commerce. The new branding launched in early January 2015.
~~From a financial perspective:~~
• ~~We returned $152 million to shareholders in dividend payments on Pitney Bowes Common Stock and repurchased $50 million of its own shares.~~
• Total Shareholder Return (TSR) for 2014 was 7.63%, and its two-year TSR calculated as a Compound Annual Growth Rate (CAGR) was 58.23%, placing us at the very top of our peer group. When compared to S&P 500 companies this two-year performance places us in the 96th percentile.
• ~~We had our first full year of reported revenue growth since 2008, with an increase of 1% on both a constant currency and reported basis.~~
• ~~The 2014 diluted earnings per share from continuing operations were $1.90, compared to $1.81 in 2013.~~
• ~~Earnings before interest and taxes were $731 million in 2014 compared to $688 million in 2013.~~
3239
COMPENSATION DISCUSSION AND ANALYSIS

2017 Summary of Business Performance
Over the last five years, the company moved its portfolio to positive growth. We achieved this significant change in several ways. First, we made changes in our portfolio of businesses to reflect the evolution of our strategy and to position our business to participate in higher growth markets, particularly in high growth Ecommerce shipping markets. Second, we made significant investments in our technology, our brand, and our internal systems to enable us to better serve our clients and run our business more efficiently. As a result, in 2017, when we include the revenue in the fourth quarter from the acquisition of Newgistics, Inc., we achieved our highest revenue growth rate since 2007. Also, excluding the acquisition of Newgistics, revenue grew for the first time since 2014. We were able to achieve this growth while reducing expenses by roughly $300 million (with an additional $200 million in spend reduction planned), decreasing our overall debt position, and improving working capital.
Specifically in 2017, the company had revenue growth in four of our six segments, and our total organic revenue showed positive growth. This growth is the result of our ongoing efforts to reposition the portfolio to growth markets. The most significant change to our portfolio of businesses was the acquisition of Newgistics, Inc., which we completed at the beginning of the fourth quarter. Newgistics provides parcel delivery, returns, fulfillment, and digital commerce solutions for retailers and Ecommerce brands. The acquisition accelerates our expansion into the United States domestic Ecommerce business and complements our existing, and rapidly growing, cross-border Ecommerce business.
In our Small and Medium Business group, we introduced a new, innovative product, the SendPro C-Series. This introduction was a key milestone in reinventing our mailing business. SendPro is a digitally connected product based on an open platform that enables mailing, shipping and other third party applications. In addition, we expanded our offerings of on-line shipping and mailing solutions.
We saw continued growth in our Digital Commerce group in 2017, primarily through growth in our Ecommerce business, through bringing more retailers on as clients and further developing our API shipping applications for United States domestic shipping at scale. Our software business grew slightly in 2017, as we saw continued progress in building out our partner-based sales channel.
Finally, our commitment to operational excellence efforts remained a key focus for the company. In November 2017, we announced a new set of initiatives to eliminate an additional $200 million of expenses on top of the nearly $300 million of expense we have already reduced over the last five years.
Exiting 2017, Pitney Bowes is a different company today than when we began this transformation five years ago. With both portfolio changes like the acquisition of Newgistics and continuing product innovations like the Send Pro C-Series and fully digital shipping applications, the company is positioned to grow.
As with any transformation, change for us is not in a straight line and our financial results in 2017 reflected that fact. From a financial perspective, in 2017, the company:
• ~~Free cash flow was $571 million in 2014 compared to $635 million in 2013. This nevertheless was a strong result when factoring in the capital expenditures invested into the business.~~Generated revenue of $3.5 billion

• ~~We reduced debt by $100~~Delivered free cash flow of $384 million ~~and took additional actions with our debt portfolio to create further financial flexibility.~~

• ~~We reduced sales, general~~Returned $139 million in dividends to its stockholders
• Made capital expenditures totaling $171 million
• Held at year-end over $1 billion in cash and ~~administrative expenses~~short-term investments on the balance sheet
• Reported adjusted earnings per diluted share of $1.41
• Increased debt by ~~$42 million.~~$465 million, which was attributable to the funding of the Newgistics acquisition
In short, 2014 was a year of significant progress for Pitney Bowes. We continue to see positive trends in our businesses and are making material progress toward unlocking the long-term value embedded in our company. Going forward we remain confident about our multi-year journey to transform the company and deliver sustained value for our clients, shareholders and employees.

Some of the amounts in the CD&A portion of this proxy statement are shown on a non-GAAP basis. For a reconciliation and additional detail on the calculation of the financial results reported in this proxy statement, including those described above, please refer to page 5560 “Non-GAAP ~~measures.~~Measures.” ~~We urge stockholders to read our~~Our Annual Report on Form 10-K for the year ended December 31, ~~2014,~~2017, filed with the SEC on February ~~20, 2015, which~~22, 2018 describes our business and ~~2014~~2017 financial results in more detail.
40
COMPENSATION DISCUSSION AND ANALYSIS
Snapshot of 2017 Pay for Performance Actions

Both our short-term and long-term incentive compensation programs are strongly aligned with company performance. In 2017, our short-term incentive plan paid a zero bonus because we did not achieve our incentive goals in 2016. In 2018, our short-term incentive plan paid 32.3% of target reflecting the company’s performance against 2017 goals. Over the same two year-period, the performance stock units portion of our long-term plan paid 56% and 14% of target in 2017 and 2018, respectively.
The company divides its performance-based compensation into an annual performance component and a three-year performance component. It does so to incent management to strike an appropriate balance between the short and long term growth of the company. The 2017 compensation short and long-term incentive plans reflect this balance and, in 2017, worked as designed to reflect the company’s performance.
• Short Term Incentive Plan.The company made substantial progress toward important strategic initiatives. In 2017, the company achieved above target for the revenue growth financial objective, however, it fell short of threshold for both Adjusted Earnings Before Interest and Taxes and Adjusted Free Cash Flow. Consequently, an annual incentive of 32.3% was paid.
• Long Term Incentive Plan.Throughout the three-year period, the company continued to invest in its future long-term success, including its enterprise resource planning system, rebranding and marketing efforts, the overhaul of the company’s go-to-market structure, and major investments in Digital Commerce. Although the first year of the three-year period reflected solid company performance, the last two years of the cycle were challenging and had a significant impact on the ultimate vested percentage. Consequently, based on financial metrics, including the relative total shareholder return (TSR) modifier, established by the Committee, the 2015-2017 PSUs vested at 14% of target. In addition, the market value of the award fluctuated with the stock price during the performance period.
See the Performance Stock Unit waterfall chart on page 42 of this proxy statement.
The following tables compare the actual payouts in 2017 and 2016:
Annual Incentive 2017 Actual Payout
Factor as a % of Target 2016 Actual Payout
Factor as a % of Target Percentage Point Change
2017 vs. 2016
Financial Objectives 27.5 % 0.0 %
Strategic Modifier(1) 4.8 % —
Total Payout Factor 32.3 % 0.0 % 32.3 %

Long-Term Incentive 2017 Actual Unit Multiplier
Value (2015 – 2017
PSU cycle) 2016 Actual Unit Multiplier
Value (2014 – 2016
PSU cycle) Percentage Point Change
2017 vs. 2016
Adjusted Earnings per Share 0.13 0.46
Adjusted Free Cash Flow 0.05 0.29
TSR Modifier(2) (0.04 ) (0.19 )
Total Multiplier/Payout Value 0.14 0.56 (42 %)
⁽¹⁾ The strategic modifier objectives in 2017 included (i) Voice of the Client, measured as an overall satisfaction score (NSAT) and (ii) High Performance Culture, measured from an annual employee survey (iii) responsiveness to client issues and (iv) increasing client use of Digital channels.
⁽²⁾ The TSR Modifier is a cumulative three-year modifier, which modifies the final payout by up to +/- 25% based on the company’s TSR as compared to the company’s peer group (see page 52). The relative TSR modifier for the 2014 – 2016 and 2015 – 2017 PSU cycle was -25% and -20% respectively.
41
COMPENSATION DISCUSSION AND ANALYSIS
2015-2017 Performance Stock Unit Vesting Multiplier⁽¹⁾
⁽¹⁾ The amounts above include the impact of the TSR Modifier. The sum of the metrics may not exactly equal the total due to rounding.
For additional detail on the calculation of the financial metrics described above, please refer to page 60 “Non-GAAP Measures” and corresponding table. Also see “2017 Compensation” beginning on page 49 of this proxy statement for a discussion of each of the compensation components and the respective payouts.
42
COMPENSATION DISCUSSION AND ANALYSIS
CEO ~~2014~~2017 Compensation

The board did not increase the CEO’s compensation package for 2017. Mr. Lautenbach’s base salary remained at $950,000, annual incentive target at 135%, and long-term incentive target of $5,500,000. The CEO’s long-term incentive mix includes 60% Performance Stock Units (PSUs), 20% Restricted Stock Units (RSUs), and 20% Nonqualified Stock Options (NSOs), strongly aligning his compensation to shareholder interests.
The target compensation package of our President and CEO reflects Pitney Bowes’ ~~enhanced~~ performance-linked pay philosophy and is competitive when compared to our peer group and two third-party compensation survey reports (see description on competitive benchmarking of compensation on pages 5055 to ~~51)~~57).
The following are characteristics of Mr. Lautenbach’s compensation compared against our peer group and the average of the Willis Towers Watson Regressed Compensation Report and the Radford ~~High Tech Industry~~Global Technology Survey (Survey Reports);:
Percentage of median Percentage of median
Peer Group CEOs Survey Reports CEOs
Base Compensation* 91% 88%
Total Cash Compensation* 93% 90%
Total Direct Compensation* 96% 98%

*Pitney Bowes CEO Compensation vs. Benchmarks
~~See page 40~~
In the above illustration, because the peer median and the average median data of the Survey Reports is reported at target, Mr. Lautenbach’s compensation elements are also illustrated at target for ~~definitions of compensation terms.~~comparison purposes.
Pitney Bowes CEO % of Pay

3343
COMPENSATION DISCUSSION AND ANALYSIS

CEO Realized Compensation.The previous chart illustrated that 88% of the CEO’s pay is at risk based on company performance. The chart below demonstrates how our compensation structure is strongly linked to company performance and shows that based on the company’s performance in 2017, compared to the target value, only 31% of the CEO’s total potential compensation was realized as of February, 2018. For this purpose, realized compensation includes base pay, annual incentive, value of RSUs vested, and value of PSUs earned.

In the above illustration, because the peer median and the average median data of the Survey Reports is reported at target, Mr. Lautenbach’s compensation elements are also illustrated at target for comparison purposes.CEO Realizable Compensation

~~Mr. Lautenbach’s long-term incentive amount includes the value of his one-time sign-on grant of premium-priced stock options, which are amortized over the vesting period of the options.~~
~~Pitney Bowes CEO~~
~~The following highlights 2014 compensation actions for the President and CEO approved by the board of directors:~~

• ~~Base salary increased to $900,000 (from $850,000 in 2013) to bring Mr. Lautenbach closer to market median~~⁽¹⁾; Target Realizable Compensation represents 2017 base salary, 2017 target annual incentive paid in February, 2018, and: (i) the prorated grant date target value of the RSU awards which vested in February, 2018 (ii) the grant date target value of the 2015-2017 PSU award which vested in February, 2018, and (iii) the prorated grant date target value of the 2016 and 2017 option awards which vested in February, 2018.
⁽²⁾
• ~~Annual incentive target increased to 135% (from 130% in 2013), moving Mr. Lautenbach’s total target cash compensation closer to market median~~⁽¹⁾~~, resulting in a payout of $1,519,965 (after applying the Committee-approved 2014~~Actual Realized Compensation represents 2017 base salary, 2017 actual annual incentive ~~multiplier (see pages 43 to 45 for details));~~
• ~~Long-term incentive target increased to $4,500,000 (from $4,000,000~~paid in ~~2013) moving Mr. Lautenbach’s total target direct compensation closer to market median~~⁽¹⁾~~, with~~February, 2018, and: (i) the value realized upon vesting of the RSU awards in February, ~~2014 grant consisting~~2018, (ii) the value of ~~70% Performance Stock Units (PSUs) and 30% Restricted Stock Units (RSUs).~~
⁽¹⁾ ~~Market median is calculated~~the 2015-2017 PSU award based ~~upon a comparison to~~on the ~~Towers Watson Regressed Compensation Report, the Radford High Tech Industry Survey~~final performance factor of 0.14 and the ~~company’s peer group.~~closing stock price as of December 31, 2017 and (iii) the value of the prorated vesting of the option award in February, 2018.
34
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~Snapshot of 2014 Pay for Performance Actions~~
~~In making its 2014 compensation decisions and recommendations, the Committee considered the following, among other things:~~
• ~~our financial results;~~
• ~~the achievement of the compensation objectives (see discussion beginning on page 43);~~
• ~~our relative and absolute Total Shareholder Return (TSR); and~~
• ~~stockholder feedback.~~
Our 2014 TSR was a solid 7.63%, which followed a 2013 TSR of 132%, resulting in a compound annual growth rate (CAGR) of 58.23% over two calendar years. Pitney Bowes’ two-year CAGR placed it first among its peer group. This illustrates the significant improvement occurring in our businesses over the last two years. Including 2012, the year preceding both Mr. Lautenbach’s tenure as CEO and the initiation of the current three-year strategic plan, our three-year cumulative TSR is 16.99% and places us at the 33rd percentile of our peer group.
Based on 2014 financial results, the Committee and independent board members approved an annual incentive payout of 125.1% of target, after application of the Strategic Modifier. For the 2012 – 2014 Cash Incentive Units (CIUs), part of the company’s long-term incentive award, the Committee approved a CIU payout of $1.33 per unit, after application of the TSR Modifier.
~~The following tables compare the actual payouts in 2014 and 2013:~~
2014 Actual Payout 2013 Actual Payout Percentage change
Annual Incentive Factor as a % of Target Factor as a % of Target 2014 vs. 2013
Financial Objectives 115.7 % 100.5 %
Strategic Modifier⁽¹⁾ 9.4 % 9.0 %
Subtotal 125.1 % 109.5 %
Total Payout Factor 125.1 % 109.5 % 14.2 %
2014 Actual Unit Payout 2013 Actual Unit Payout Percentage change
Long-Term Incentive Value (2012 – 2014 cycle) Value (2011 – 2013 cycle) 2014 vs. 2013
Adjusted Earnings per Share $0.85 $0.83
Adjusted Free Cash Flow $0.71 $0.77
TSR Modifier⁽²⁾ ($0.23 ) ($0.10 )
Subtotal $1.33 $1.50
Total Payout Value $1.33 $1.50 (11.3 %)
⁽¹⁾ ~~The strategic modifier in 2014 included employee engagement, sustainable engagement, client focus and team metrics measured from employee survey results. See page~~ 44 ~~for additional details.~~
⁽²⁾ The TSR Modifier for the 2012 – 2014 cycle is a cumulative three-year modifier. The 2011 – 2013 CIU cycle is an annual modifier aggregated each year over the three year cycle. The TSR Modifier modifies the final payout by up to +/– 25% based on the company’s TSR as compared to a comparator group. In the 2012-2014 cycle, the comparator group consisted of the company’s peer group. In the 2011-2013 cycle, the comparator group was the S&P 500. The relative TSR modifier for the 2011 – 2013 cycle and 2012 – 2014 cycle was –6% and –15%, respectively.
For additional detail on the calculation of the financial metrics described above please refer to page 55 “Non-GAAP Measures” and corresponding table. Also see “2014 Compensation” beginning on page 42 of this proxy statement for a discussion of each of the compensation components and the respective payouts.
35
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~Funding of the 2014 Annual Incentive Pool and Payout Multiplier~~
~~The sum of the metrics may not exactly equal the total due to rounding.~~
~~For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”~~
~~Funding of the 2014 Cash Incentive Unit Pool and Payout Value~~
~~The amounts above include the impact of the Modifier for total shareholder return (TSR). The sum of the metrics may not exactly equal the total due to rounding.~~
The amounts shown in the charts above are based on non-GAAP measures. For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”
36
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~Summary of 2014 Executive Compensation Changes~~
At the company’s annual meeting of stockholders in 2014, stockholders voted in favor of our executive compensation by over 95% of votes cast. Management and the Committee maintain a commitment to obtaining and considering stockholder feedback on the company’s compensation program by soliciting feedback over the course of the year. Most of the changes in 2013 were made as a result of stockholder outreach and the 2012 Say-On-Pay vote. The following highlights the changes that were made to the program in 2014 and in 2013.
~~KEY~~
~~COMPENSATION~~
~~ACTIONS~~
~~2014~~
~~Implemented new LTI design mix for 2014 awards,~~
~~making 100% of the long-term awards stock based, with an~~
~~allocation of 70% PSUs and 30% RSUs;~~
~~Rolled out a new executive stock ownership policy to: (i) include~~
~~more senior executives, and (ii) restrict the shares that will count~~
~~toward stock holding requirement to only vested shares; and~~
~~Instituted a deferral program to facilitate a quicker path to~~
~~executive stock ownership.~~
~~2013~~
~~Increased the weighting of financial objectives to 100% for the annual incentive program;~~
~~Enhanced disclosure of performance targets;~~
~~Revised our peer group in light of the company’s evolving strategic direction with increased~~
~~emphasis in software and technology;~~
~~Reduced severance benefits payable on account of a Change-of-Control from three to two times~~
~~annual salary and average annual incentive; and~~
~~Eliminated the excise tax gross-up.~~
~~These highlights will be discussed in more detail in the section titled “2014 Compensation” beginning on page 42 of this proxy statement.~~
37
COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Structure

Compensation Philosophy

We link executive compensation to the performance of the company as a whole. We believe executives with higher levels of responsibility and a greater ability to influence enterprise results should receive a greater percentage of their compensation as performance-based compensation. Compensation for our NEOs varies from year to year primarily based on achievement of enterprise-wide objectives and in some instances individual performance. We emphasize enterprise-wide performance to break down any internal barriers that can arise in organizations that emphasize individual performance. We believe our compensation structure encourages reasonable risk-taking but discourages taking excessive risks.

Our executive compensation program is designed to recognize and reward outstanding achievement and to attract, retain and motivate our leaders. We solicit feedback from our major stockholders regarding our executive compensation program, and management speaks individually to stockholders who wish to provide input.
~~The Committee considers stockholder feedback to determine whether changes to~~ At the company’s annual meeting of stockholders in 2017, stockholders voted in favor of the company’s executive compensation ~~programs are required. The Committee continually reviews~~by 97.5% of the ~~executive compensation programs to ensure proper alignment with stockholder interests.~~votes cast.

Below is an overview of key aspects of our pay philosophy.

Overall Objectives • Compensation levels should be sufficiently competitive to attract and retain talent;

• Compensation should reflect leadership position and responsibility;
• Executive compensation should be linked to the performance of the company as a whole;

• Compensation should motivate our executives to deliver our short and long-term business objectives and ~~strategy; and~~
• ~~Compensation packages should be designed to preserve tax deductibility; however, this should not be the sole objective.~~strategy.
Pay Mix Principles • Compensation should be tied to short-term performance and creation of long-term stockholder value and return;
• Performance-based compensation should be a significant portion of total compensation for executives with higher levels of responsibility and a greater ability to influence enterprise results; and

• Executives should own meaningful amounts of Pitney Bowes stock to align their interests with Pitney ~~Bowes~~Bowes’ stockholders.
Pay for
Performance • Incentive compensation should reward both short-term and long-term performance;
• A significant portion of our compensation should be variable based on performance; and
• The annual and long-term incentive components should be linked to operational outcomes, financial results or stock price ~~performance:~~
º ~~Annual incentive compensation is earned only if pre-determined financial objectives are met;~~
º Performance stock units (PSUs) are earned only if certain financial objectives are met and units earned are modified based on relative performance of the company compared with our peer group over a cumulative three-year period; and
º ~~Performance-based restricted stock units and PSUs are earned only if a threshold financial target is met.~~performance.
3845
COMPENSATION DISCUSSION AND ANALYSIS

Stockholder Engagement — Executive Compensation
It is our practice to conduct stockholder outreach calls and meetings twice a year in the spring and fall. We contact stockholders holding approximately 50% of our outstanding shares and actively seek their views on various governance topics and executive compensation matters. We also periodically engage proxy advisory firms for their viewpoints. If requested, we offer various board members to discuss these matters with our investors. In 2017, our Chair of the Executive Compensation Committee joined in a stockholder outreach discussion.
Here’s What We Heard
ü Overall our investors provided positive feedback on the structure of our executive compensation programs, our dedication to stockholder outreach and in particular our making board members available for discussion if requested
ü Our investors approved the alignment of our compensation programs with company’s performance and in particular our compensation best practices
ü Our investors were specifically pleased about the multiple triggers in vesting, the way we benchmark against two independent surveys as well as company peers and our clawback policy
ü Our investors asked us to streamline the proxy where possible, simplify explanations, and provide graphic displays to make it easier to read
ü Our investors questioned why we had eliminated a relative total shareholder return metric from our 2016 long-term incentive PSU award
ü Our investors suggested that we ensure that our compensation and rewards programs attract and retain top talent and contain the appropriate performance metrics to achieve strategic goals
Here’s What We’ve Done
ü We’ve tried to simplify and streamline certain sections of the proxy presentation to avoid duplication of material where possible
ü We include graphics where possible to assist in the presentation of the material
ü We have provided explanations as to why certain actions were taken by the Committee with respect to compensation
ü We provided a chart which shows total target realizable pay compared to actual realizable pay indicating a clear alignment between pay and performance
ü We reintroduced a relative total shareholder return modifier in our 2017 long-term incentive PSU award
ü The Committee will continue to review the compensation structure, base salary, short-term incentive, and long-term incentive to attract and retain talent

46
COMPENSATION DISCUSSION AND ANALYSIS
Strong Compensation and Pay Governance Practices

We believe our executive compensation program demonstrates a strong link between pay and performance in its design and exhibits strong governance pay practices. The following lists the principal pay for performance and governance practices adopted by the board.

w~~Independent Chairman of board of directors~~
w~~Independent Compensation Consultant~~
~~performing no other services for the company~~
w~~Annual stockholder advisory vote on executive~~
~~compensation~~
w100% of annual incentive and long-term
incentive tied to financial metrics,
w~~100% of long-term incentive is equity-based~~
w~~3-year cumulative~~ growth in our share price, relative ~~TSR modifier~~
w~~No employment agreements with our executive officers~~
w~~No special arrangement crediting extra years of~~
~~prior service for our pension plans~~
~~Strong~~
~~Pay Governance~~
~~Practices~~ shareholder value, and/or business performance metrics

w~~Annual risk-assessment~~
100% of ~~pay practices~~
w~~Direct line of communication between board of~~
~~directors and stockholders~~
w~~Prohibition against hedging and pledging of stock~~
w~~Enhanced disclosure of performance targets~~
long-term incentive is equity based

w~~No tax gross-ups in change-of-control payments~~
w~~Double-trigger~~
Double trigger vesting ~~provisions~~ in our ~~change-of-control arrangements~~
wchange of control provisions
Significant stock ownership guidelines for senior executives and directors
w~~“Clawback” policy~~
Enhanced disclosure of performance targets
Independent compensation consultant performing no other services for ~~senior executives~~
the company
Clawback provisions in event of financial restatement
Annual stockholder advisory vote on executive compensation
Significant CEO pay at risk (88%)
Independent Chairman of board of directors
Annual risk-assessment of pay practices
Semi-annual stockholder outreach with direct line of communication with board of directors
~~Focus on Variable Pay~~
The chart below shows the 2014 targeted compensation mix for the CEO and other NEOs compared with the targeted average compensation of our peer group as reported in their 2014 proxy statements. As illustrated in the chart, our compensation is (i) well aligned to the compensation mix of our peer group and (ii) predominantly variable. The specific proportion of each compensation element below may change with changes in market practices or performance considerations.
~~Design Mix of Compensation Elements~~
~~This chart does not include special stock option and stock grants made to the CEO and other NEOs upon hire.~~
39 No individual supplemental executive retirement plans
No special arrangement crediting extra years of service in our benefit plans
No tax gross-up in change of control payments
No hedging, pledging or short-term speculative trading of company stock
No employment agreements with our executive officers
No stock option repricing, reloads or exchanges
No transferability of restricted securities
No dividends on unvested stock awards

47
COMPENSATION DISCUSSION AND ANALYSIS
We design the mix of short and long-term incentives to reward and motivate short-term performance, while at the same time providing significant incentives to keep our executives focused on longer-term corporate goals that drive stockholder value. In addition, we believe this balance of short-term and long-term incentive compensation and mix of performance criteria helps to discourage executives from taking excessive risk that may have the potential to harm the company in the long-term. We review the compensation structure annually to make sure that it does not encourage excessive risk taking and report our findings to the Committee.
~~In determining our executive’s grant levels, we take into consideration the following:~~
• ~~market competitive compensation rates for similar positions;~~
• ~~individual performance compared to established financial, strategic, unit or individual objectives;~~
• ~~level of experience and skill;~~
• ~~the need to attract and retain executive talent during this period of transition; and~~
• ~~internal pay equity;~~
~~Due to the qualitative nature of these considerations, we do not assign specific weightings or numerical goals to them.~~

Overview of Compensation Components

The Committee is responsible for determining the compensation for all NEOs, other than the CEO and COO, and for recommending to the independent members of the board of directors (as a whole) each specific element of compensation for the ~~CEO.~~CEO and COO. The Committee considers recommendations from the CEO regarding the compensation of other NEOs. The independent board members are responsible for determining the CEO’s and COO’s compensation. No member of the management team, including the CEO, has a role in determining his or her own compensation.

For each NEO, the Committee sets, as a guideline, target total direct compensation (base salary plus annual incentive plus long-term incentive) levels so the base salary, total cash compensation (base salary plus annual incentive), and total direct compensation is at +/–- 20% of the median of the competitive data based on the Willis Towers Watson Regressed Compensation Report, as regressed for companies ~~approximately~~with our approximate revenue size, and the Radford ~~High-Tech Industry~~Global Technology Survey focusing on companies with revenue scopes similar to ours for each position. We describe these two reports in more detail under “Assessing Competitive Practice” beginning on page 5055 of this proxy statement. In order to attract or retain specific talent, the general ~~+/– 20% of the~~ median guideline +/- 20% may be exceeded.

For ~~2014,~~2017, the total target cash compensation ~~(base salary plus annual incentive)~~ and total target direct compensation ~~(base salary plus annual incentive plus long-term incentive)~~ for Mr. Lautenbach were ~~90%~~98% and ~~98%~~106%, respectively, of the market ~~median~~⁽¹⁾median(1) for CEOs. For the NEOs, as a group, the average total target cash compensation and total direct compensation were 105% and ~~110%~~112%, respectively, of the market ~~median~~⁽¹⁾.median.

⁽¹⁾ Market median is the average of the median pay for all NEOs, including the CEO, ~~pay~~ as reported in the Willis Towers Watson Regressed Compensation Report and the Radford ~~High Tech Industry~~Global Technology Survey. ~~For NEO pay, market median is the average of the Towers Watson Regressed Compensation Report and the Radford High Tech Industry Survey average median of NEO pay.~~
40
~~COMPENSATION DISCUSSION AND ANALYSIS~~

The following table outlines the components of direct compensation for our NEOs and how they align with our compensation principles.

~~How it Aligns~~Pay Element ~~Fixed or~~Key Characteristics ~~Cash or~~
What it Rewards
~~With Our Principles~~Short-term Compensation
Base Salary
~~Performance-Based~~•Fixed cash compensation
•Increases influenced by an executive’sindividual performance rating and/orcompetitiveness to the market
~~Equity~~
~~Base Salary~~
•  Performance of daily job duties
•  Highly developed skills and ~~abilities critical~~abilitiescritical to the success of the company
Annual Incentive
•  ~~Competitive~~Performance-based cash compensationprimarily measured on achievement ofenterprise-wide metrics
•Individual performance may beconsidered in ~~the markets~~establishing anexecutive’s annual incentiveopportunity
•Achievement of pre-determinedshort-term objectives established in ~~which we operate enabling us to attract and retain executive talent~~
thefirst quarter of each year
Long-term Incentives
Performance Stock Units (PSUs) •  Performance-based equitycompensation measured onenterprise-wide metrics
•  ~~Fixed compensation~~Achievement of pre-determined financialobjectives:
•  ~~Increases influenced by executive’s individual performance rating~~
• ~~Cash~~
~~Annual Incentive~~
• ~~Achievement of pre- determined short-term objectives established~~Established in the first quarter of ~~each year~~eachyear within the three-year cycle forawards
•Modified by a Total Shareholder Return(TSR) compared to our peer group
Performance-Based RestrictedStock Units (RSUs) •Performance-based equitycompensation measured on athreshold financial target
•  ~~Competitive incentive targets enable us to attract and retain executive talent~~Achievement of a pre-determinedperformance objective established attime of grant
•  ~~Payout dependent on achievement of objectives aligning pay to performance~~
•Company stock value ~~Subject to a “clawback” (See “Clawback Policy” on page 53 of this proxy statement)~~
•Nonqualified Stock Options (NSOs) ~~Performance-based compensation primarily measured on achievement of enterprise-wide metrics~~
• ~~Individual performance may be considered in establishing executives’ annual incentive opportunity~~
• ~~Up to a maximum of $4,000,000 per NEO granted under the Key Employees Incentive Plan (KEIP)~~
•  ~~Cash~~
~~Long-term Incentives~~
~~Cash Incentive Units (CIUs) (60% in 2013; eliminated after 2013~~⁽¹⁾)
• ~~Achievement of pre- determined long-term objectives and annual objectives established in the first quarter of the first year and the first quarter of each year, respectively, of the three year cycle~~
• ~~Change in company’s stock price versus the company’s peer group for the 2012-2014 CIU award payout~~
• ~~Payout dependent on achievement of long-term objectives aligning pay to long-term performance~~
• The resulting unit value is modified by up to +/–25% based on a 3-year cumulative TSR as compared to a 3-year cumulative TSR of our peer group. The application of the TSR Modifier links the CIU payout to stockholder return versus the comparator group of companies. TSR Modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle
• ~~3-year performance period cycle promotes retention~~
•Performance-based equitycompensation measured ~~on enterprise-wide metrics~~
•bycompany stock value ~~Up to a maximum in any one year of $8,000,000 per NEO granted under the KEIP~~
•  ~~Cash~~Company stock value must increase foroptionees to realize any benefit
⁽¹⁾~~There is one more CIU award outstanding, for the 2013-2015 cycle, which will be paid out in 2016.~~Periodic Off-cycle Long-term Awards
~~Performance Stock Units (PSUs) (70% in 2014)~~
• ~~Achievement of pre- determined long-term objectives and annual objectives established in the first quarter of each year, in the three year cycle~~
• ~~Change in company’s stock price compared to peer group~~
• ~~Shares vested depend on achievement of long-term objectives aligning pay to performance~~
• The number of shares vested is modified by up to +/–25% based on a 3-year cumulative TSR as compared to a 3-year cumulative TSR of our peer group, further linking compensation to stockholder return. TSR Modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle
• ~~3-year performance period cycle promotes retention~~
• ~~Performance-based compensation measured on enterprise-wide metrics~~
• ~~Up to a maximum of 1,200,000 shares including RSUs per NEO in any plan year granted under the 2013 Stock Plan~~
•  ~~Equity~~
41
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~How it Aligns~~ ~~Fixed or~~ ~~Cash or~~
~~What it Rewards~~ ~~With Our Principles~~ ~~Performance-Based~~ ~~Equity~~
~~Performance-Based Restricted Stock Units (RSUs) (30% in 2014)~~
• ~~Achievement~~Depends on type of ~~a pre- determined performance objective established at time of grant~~
•award granted ~~Company stock value~~
• ~~Vesting dependent on achievement of pre- determined performance objective aligning pay to performance~~
• ~~3-year pro-rata vesting promotes retention for executives~~
• ~~Award value linked to company’s stock price~~
• ~~Performance-based compensation measured on a threshold financial target~~
• ~~Up to a maximum of 1,200,000 shares including PSUs per NEO, in any plan year granted under the 2013 Stock Plan~~
• ~~Equity~~
~~Market Stock Units (MSUs) (granted only in 2012)~~
• ~~Achievement of pre- determined performance objective established at time of grant~~
• ~~Company stock value~~
• ~~Vesting dependent on achievement of a pre- determined performance objective aligning pay to performance and on formula based on TSR over the three-year cycle~~
• ~~3-year cliff vesting promotes retention~~
• ~~Award value linked to company’s stock price~~
• ~~Performance-based compensation measured on a threshold financial metric~~
• ~~Up to a maximum number of shares per NEO (600,000 in 2012), including grants of RSUs, in any plan year granted under the 2007 Stock Plan~~
• ~~Equity~~
~~Periodic Off-cycle Long-term Awards~~
•The Committee may also grant otherlong-term incentive awards in unique circumstances where needed for attracting,retaining or motivating executive ~~talent~~
•talent. ~~All long-term incentives are subject to a “clawback” (See “Clawback Policy” on page 53 of this proxy statement)~~
• ~~Depends on award granted~~ • ~~Cash or Equity~~

We also provide certain other benefits for our NEOs, including retirement benefits and deferred compensation plans. For additional information, please see “Other Indirect Compensation” on page 4853 of this proxy statement.
48
COMPENSATION DISCUSSION AND ANALYSIS

~~2014~~2017 Compensation

~~Overview~~
In 2014, the Committee implemented changes to the compensation program emphasizing further alignment of executive compensation with the company’s stockholders. We increased the percentage of equity awards in the company’s long-term compensation plan, implemented changes to executive stock ownership requirements, and instituted a deferral program to facilitate a quicker path to executive stock ownership.
In addition the company used a net promoter score (a universal metric for client satisfaction) as part of its strategic modifier to the annual incentive program. The strategic modifier can increase the annual incentive pay-out by up to ten percentage points.2017 Highlights

The ~~changes made in 2014 built on~~company’s compensation program emphasizes the ~~significant changes the company made to its compensation programs in 2013.~~creation of short and long-term value.
• Annual and long-term incentives are based 100% on financial targets such as Earnings Per Share, Revenue Growth, Adjusted EBIT, and Adjusted Free Cash Flow but may be modified by up to 10% based on strategic objectives
• Long-term incentives are 100% equity based and consist of PSUs, RSUs, and NSOs
◦ PSU awards for the 2017-2019 cycle utilize pre-established annual financial objectives aggregated over a three-year period and modified by a three-year cumulative Total Shareholder Return (TSR) compared to peer companies.
◦ Performance RSUs must meet a financial target based on income from continuing operations (IFCO) before they can vest.
◦ NSO awards align NEOs’ compensation with shareholder interests.

Base Salary

~~In February 2014, based on~~Mr. Lautenbach’s annual salary did not increase for 2017. Except for Mr. Pilc, the ~~business results for 2013, the Committee and the independent directors increased the CEO’s~~other NEOs had an average base salary ~~by 6%, bringing~~increase in 2017 of 1.0%. Mr. Pilc received an increase of $48,700 to more closely align his
~~base salary closer to~~ total compensation with the market median ~~based on competitive benchmarks. NEOs, excluding CEO, base salary increases averaged 2.8%.~~

42
~~COMPENSATION DISCUSSION AND ANALYSIS~~reference point for his role.

Annual Incentives
Based on performance against the pre-established financial objectives, an annual incentive payout of 32.3% was awarded to the NEOs for FY2017.

NEOs are eligible for annual incentives under the ~~KEIP~~Key Employees Incentive Plan primarily for achieving challenging enterprise-wide financial objectives established at the beginning of each year. Individual performance and its impact on financial, strategic, unit or individual objectives may be considered.

~~2014~~ Annual ~~Incentive Objectives and Metrics~~Incentives

~~In 2014,~~The annual incentive plan is based 100% ofon the company’s financial performance, demonstrating our commitment to place rigor and objectivity in establishing and meeting our compensation goals. The following lists the financial objectives used under the annual incentive ~~was based on financial objectives~~plan, along with the reasoning for each, which ~~are shown in the chart below. The chart also shows the threshold, target, and maximum ranges.~~
Financial Objectives Weighting Threshold Target Maximum
Adjusted Earnings Before
Interest and Taxes⁽¹⁾ 35% $672 million $718 million $775 million
Adjusted Revenue Growth⁽¹⁾ 25% –1.0% 0.5% 2.0%
Adjusted Free Cash Flow⁽¹⁾ 40% $400 million $440 million $500 million
⁽¹⁾ Adjusted earnings before interest and taxes, adjusted revenue growth and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Non-GAAP Measures” on page 55 of this proxy statement.
~~Threshold, target and maximum amounts have been restated to reflect the sale of the Canada DIS business.~~
Wewe believe ~~that together these financial objectives~~ effectively measure how well our business is performing on a short-term basis and represent appropriate metrics upon which to base annual incentive awards. We limited the number of duplicative metrics across annual and long-term incentives. The 2014 annual incentive program includes the following metrics and the reasons why they are important to company performance.
basis:
• Adjusted free cash flow (Adjusted FCF). The ability to generate free cash flow on a short-term basis is extremely important as it allows the company to manage its current financial needs.
• Adjusted earnings before interest and ~~taxes.~~taxes (Adjusted EBIT). This is an appropriate measure for annual incentive compensation because it directly reflects current profitability and performance.
• Adjusted revenue growth. This is an appropriate measure because it indicates whether our business is expanding, after excluding the impact of foreign currency translation and the disposal of certain business operations.
• ~~Adjusted free cash flow. This is an appropriate measure of the company’s ability to pursue discretionary opportunities that enhance stockholder value.~~
Each of these metrics excludes the impact of certain special items, both positive and negative, which could mask the underlying trend or performance within a business. The adjustments for special items are made consistently year-to-year and are explained on page 5560 in “Non-GAAP Measures.”

~~Adjusted free cash flow is the only metric that we use in both our annual and long-term incentive program.~~ We ~~believe that the ability to generate free cash flow allows the company to manage its current financial needs and is central to the company’s future health and ability to take advantage~~apply a Strategic Modifier of ~~growth opportunities as they are presented. Free cash flow is also a strong contributor to long-term stockholder value.~~
We set the targets for the adjusted earnings before interest and taxes and adjusted free cash flow financial objectives close to the midpoint of guidance provided to stockholders and the financial community at the beginning of 2014. The only revision to targets during the course of the year reflected the revision to guidance announced as a result of the sale of the Canada Document Imaging Solutions (DIS) business. We believe that the 2014 financial objectives at each level (threshold, target and maximum) accurately balance the difficulty of attainment of the level with the related payout. The 2014 annual incentive plan design includes 100% financial metrics, demonstrating our commitment to place more rigor and objectivity in establishing and meeting our compensation goals. Strategic metrics (Strategic Modifier) are applied as a modifier to compensation payouts by up to ten percentage ~~points.~~points in determining final compensation payouts. The Strategic Modifier is based on the achievement of enterprise strategic goals. Strategic goals are targets that are important to the successful operation of the enterprise above and beyond financial goals. The strategic goals for ~~2014 included~~2017 were (i) ~~employee engagement~~Voice of the Client, measured as an overall satisfaction score (NSAT) and (ii) High Performance Culture, measured from an annual employee survey (iii) responsiveness to client satisfaction. Employee engagement is meant to measure, through employee surveys, the company’s progress toward implementing a high-performance client-oriented culture. Client satisfaction is measured by the implementationissues and ~~progress made against a net promoter score, a universal metric utilized to measure~~(iv) increasing client ~~satisfaction.~~use of digital channels. These important strategic goals are the foundation for our future business success and essential for positive financial results.

49
COMPENSATION DISCUSSION AND ANALYSIS

The table below shows the weighting of the metrics as well as the various levels of achievement relating to the 2017 annual incentive:
Financial Objectives⁽¹⁾ Target
Weighting Threshold Target Maximum Actual
Result Actual Payout as
a % of Target
Adjusted Earnings Before Interest and Taxes⁽²⁾ 35% $618 million $654 million $675 million $524 million 0%
Adjusted Revenue Growth⁽²⁾ 25% -2.5% -0.5% 1.5% 0.1% 27.5%
Adjusted Free Cash Flow⁽²⁾ 40% $335 million $375 million $405 million $247 million 0%
⁽¹⁾ We set the targets for the Adjusted EBIT, Adjusted revenue growth and Adjusted FCF financial objectives relative to overall guidance provided to stockholders and the financial community at the beginning of 2017. We believe that the 2017 financial objectives at each level (threshold, target and maximum) accurately balance the difficulty of attainment of the level with the related payout.
⁽²⁾ For compensation purposes, (a) Adjusted EBIT is translated at 2017 budget rates and presented on a continuing operations basis excluding any nonrecurring items; and (b) Adjusted revenue growth is presented on a continuing operations and constant currency basis. Adjusted EBIT, Adjusted revenue growth and Adjusted FCF are non-GAAP measures. For a reconciliation and additional information, please see “Non-GAAP Measures” on page 60 of this proxy statement.
Funding of the Annual Incentive Pool and ~~2014~~2017 Actual Payout

Funding of the annual incentive pool begins with the sum of the annual incentive targets of eligible Pitney Bowes Incentive Plan (PBIP) participants. For more information on setting the target see “Assessing Competitive Practice” on page ~~50. After the close of the~~

43
~~COMPENSATION DISCUSSION AND ANALYSIS~~55.

calendar year, the Committee determines the company’s achievement of the overall financial results against each metric (see above) and approves a multiplier to be applied to the sum of the annual incentive targets. For NEOs, executive officers, unit presidents and staff vice presidents, the 2017 annual incentive ~~is only paid if~~was contingent on the company ~~achieves~~achieving its ~~IRC~~Section 162(m) threshold ~~target~~goal of ~~$256,583,000~~$222,181,000 in income from ~~continuing~~contin-
uing operations, ~~as restated~~ excluding certain special events. (See “Treatment of Special Events” beginning on page 5560 of this proxy statement.) This target was ~~established~~intended to allow payments under the 2017 annual incentive program to qualify
as performance-based compensation for purposes of ~~IRC~~Code Section 162(m). as in effect at the time the goal was established. Actual ~~2014 adjusted~~2017 income from continuing operations, excluding all special events, was $387,414,000. The initial threshold of adjusted income from continuing operations was adjusted to exclude the sale of the Canada DIS business. The adjustment was made according to predetermined definitions when the target was originally established and is also reflected in actual results.
~~The chart below shows actual financial results and the payout as compared to target.~~

Objectives Target Weighting Actual Result Actual Payout as a % of Target
Financial Objectives:
Adjusted Earnings Before
Interest and Taxes⁽¹⁾ 35% $731 million 37.8%
Adjusted Revenue Growth⁽¹⁾ 25% 1.6% 31.4%
Adjusted Free Cash Flow⁽¹⁾ 40% $467 million 46.4%
Total 100% n/a 115.7%
⁽¹⁾ For compensation purposes, (a) adjusted earnings before interest and taxes excludes the impact of foreign currency translation; (b) adjusted revenue growth excludes the impact of foreign currency translation and the disposal of certain business operations; and (c) adjusted free cash flow excludes reserve account deposits and changes in finance receivables. Adjusted earnings before interest and taxes, adjusted revenue growth and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Non-GAAP Measures” on page 55 of this proxy statement.
The Committee compared the 2014 performance against the financial targets and approved a 2014 annual incentive multiplier of 115.7%. Next the Committee assessed the predetermined strategic goals for 2014 which included improving client satisfaction and implementing employee engagement and culture change throughout the organization.
• With respect to the client satisfaction goal, the Committee noted that the company successfully implemented the Net Promoter Score (NPS), a universal client satisfaction metric, across business units globally. The client satisfaction threshold, target, and maximum objectives were to achieve a 5%, 20% or 30% closure in reducing the gap to goal. NPS is measured on a scale of -100 to +100. Our goal was to achieve an NPS placing us in the top quartile. Our threshold, target and maximum objectives reflect realistic and stretch percentage increases in closing the gap between our baseline score and top quartile results. The company ultimately achieved a 28% gap closure among business units globally, which was slightly below the maximum achievement of 30% gap closure.
• In 2014 the employee engagement and culture metrics included the following survey dimensions: Employee Engagement, Sustainable Engagement, Client Focus and Team. These metrics are measured from employee survey results. Each category is assigned a series of specific questions in the employee survey as developed in conjunction with the company’s outside consultant, Towers Watson. Employee Engagement is a Pitney Bowes-developed metric which measures employees’ commitment to the company. Sustainable
Engagement is a Towers Watson benchmark metric that measures both the employee commitment and ability to execute on behalf of the company. Sustainable Engagement, along with the other Towers Watson developed metrics of Client Focus and Team, allow us to compare ourselves to high performing companies. The Committee noted that the company reached or exceeded the maximum objective for all except one metric.
~~Metric~~ ~~Maximum~~ ~~Actual~~
~~Employee~~
~~Engagement~~ ~~6% point~~
~~improvement~~ ~~11% point~~
~~improvement~~
~~Sustainable~~
~~Engagement~~ ~~4% point~~
~~improvement~~ ~~5% point~~
~~improvement~~
~~Client Focus~~ ~~5% point~~
~~improvement~~ ~~5% point~~
~~improvement~~
~~Team~~ ~~6% point~~
~~improvement~~ ~~5% point~~
~~improvement~~
~~The goals above represent a 15% closure in gap to goal of 100%.~~
Noting the significant progress achieved in both strategic metrics above, the Committee, and independent board members with respect to the CEO, added a 9.4% Strategic Modifier resulting in a final annual incentive multiplier of 125.1%.$264,769,000.

Based on the ~~above analysis, Mr. Lautenbach made recommendations to the Committee for his direct reports. The Committee considered those recommendations and the actual~~financial performance ~~against objectives as~~ shown ~~resulting in~~above, the annual incentive ~~awards to our NEOs as follows:~~pool was funded for 2017 at 32.3%, which includes the strategic modifier of 4.8%

44
~~COMPENSATION DISCUSSION AND ANALYSIS~~
Executive Target Award Payout Payout Percent to Target
Marc B. Lautenbach $1,215,000 $1,519,965 125.1%
Michael Monahan $485,856 $607,806 125.1%
Abby F. Kohnstamm $448,000 $560,448 125.1%
Mark L. Shearer $457,320 $572,107 125.1%
Daniel J. Goldstein $295,033 $369,087 125.1%

Long-term Incentives

Long-term incentives link the NEOs’ rewards to the company’s long-term financial performance and stock price. We also pay long-term incentives in order to be competitive in the markets in which we operate and in order to attract and retain high-performing executives.

~~In 2014, in order to tie executive rewards closer~~Long-term incentive awards are linked to changes in shareholder value and continue to be 100% equity based. In 2017, the ~~Committee changed the design~~award mix for ~~the 2014 LTI awards to 100% equity (70%~~NEOs consisted of 60% PSUs, 20% performance-based RSUs and ~~30% performance-based RSUs) to further align long-term incentives with long-term stockholder interests. As a result, all of the long-term executive compensation structure will be impacted~~20% NSOs. Stock denominated grants, by ~~changes in company stock price.~~their nature, convey market-based standards over time.
Performance Stock Units (PSUs)

PSUs which the Committee decided will be granted in place of CIUs beginning in 2014, have many of the same features as the previously granted CIUs, except that the PSUs are based on and settled in stock instead of cash. The new LTI mix of 100% equity further aligns the LTI program with market best practices. In addition, the vesting period for the RSUs was changed from four years to three years to better align with the company’s strategic plan.
As a result of the way equity-based PSUs and cash-based CIUs are reported on the Summary Compensation Table, beginning in 2014, you will see a “bunching” of award values. The outstanding and previously granted cash-based CIU awards will continue to be reflected as required under SEC rules when paid, but the equity denominated PSUs are required to be reported when granted. Although it may appear from a review of the Summary Compensation Table that the total value of LTI has increased, in fact, it only reflects the different timing of when cash versus equity is reported in accordance with SEC requirements. Since outstanding and previously awarded CIUs will continue to vest through 2016, this “bunching” effect also will continue through 2016.
~~Cash Incentive Units (CIUs)~~
~~CIUs~~ are long-term ~~cash~~equity awards granted annually ~~prior~~constituting 60% of a NEO’s long-term incentive award. In recognition of the challenges inherent in establishing cumulative three-year financial targets during the company’s transformation period, in February 2017 the Committee approved a return to ~~2014 with~~the PSU design last utilized for the 2015-2017 award cycle. This design includes annual financial targets (AEPS and AFCF) set at the beginning of each calendar year within the three year cycle, which results are aggregated at the end of the three-year performance period. Additionally, final results would be modified by a cumulative three-year total shareholder return (TSR) modifier of up to plus or minus 25% based on relative performance compared
with the proxy peer group. The TSR modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle.
The purpose of this change was to focus on succeeding at each step of the three-year performance period while meeting the company’s long-term financial goals. Our long-term incentives consisting of PSUs, RSUs, and ~~vesting cycles.~~NSOs demonstrate a strong commitment to long-term growth from a stockholder perspective as the value of these awards increase as company stock price increases.
PSUs vest at the end of the three-year performance period when the Committee determines their value based on performance against the pre-established financial metrics. At any given time there will be three PSU cycles outstanding. The vesting of pre-2018 long-term incentive awards are generally subject to achieving an average income from continuing operations (IFCO) financial performance threshold target ~~over the cycle period,~~ established in part for purposes of ~~IRC~~Code Section 162(m)~~. At any given~~ as in effect at the time ~~there are three cycles outstanding. NEOs are awarded CIUs with payouts~~those awards were granted. If the average IFCO target is not met, then the entire award is forfeited. In addition, vesting of PSUs is based on achieving various challenging enterprise-wide financial objectives established at the beginning of each year of the three-year cycle. If the threshold level of performance for the enterprise-wide financial objectives are not met for a calendar year, one-third of the award value will be forfeited. Beginning with the 2014 – 2016 cycle, we have eliminated this component of LTI compensation and replaced it with PSUs, discussed below. As a result, the last remaining CIU award cycle will end in 2015 and is payable in 2016.objectives.

The enterprise-wide financial objectives set by the Committee include adjusted earnings per share and adjusted free cash flow. We believe both of these financial factors are important indicators of the company’s long-term viability and performance and thus are appropriate metrics upon which to base long-term incentive awards. Adjusted earnings per share is an appropriate measure of long-term profitability, and strong adjusted free cash flow provides us with needed resources to reposition and pursue new growth opportunities.
The Committee generally sets the financial targets close to the midpoint of the guidance we provide to stockholders and the financial community at the beginning of each year. Subsequent revisions of guidance during the course of the year do not affect the targets set at the beginning of a year. Before finalizing payouts, the Committee ranks the company’s cumulative three-year TSR against the cumulative three-year TSR of each company in the peer group. The Committee believes it set the 2014 objectives as it relates to previously awarded CIUs with the appropriate level of difficulty and stretch for each target.

45
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~CIU Objectives and Metrics~~
~~The 2012 – 2014 financial objectives, each weighted at 50%, are stated below:~~
2012 – 2014 LTI Adjusted Earnings Per Share⁽¹⁾ Threshold Target Maximum
2012 $1.72 $2.15 $2.22
2013 $1.53 $1.71 $1.88
2014 $1.60 $1.76 $1.95
2012 – 2014 LTI Adjusted Free Cash Flow⁽¹⁾ Threshold Target Maximum
2012 $684 $760 $790
2013 $573 $623 $673
2014 $400 $440 $500
⁽¹⁾ Adjusted earnings per share and adjusted free cash flow (in millions) are non-GAAP measures. For a reconciliation and additional information on the adjustments, please see “Non-GAAP Measures” beginning on page 55 of this proxy statement.
~~2014 Funding of the Cash Incentive Unit Pool and Actual Payout~~
For the 2012 – 2014 CIU cycle, the unit value at target is $1.00. The CIU value range is between $0 and $2.00 based upon the achievement of the pre-determined financial objectives described above, each weighted at 50%. The Committee modifies the resulting unit value by up to +/– 25% based on our cumulative three-year TSR as ranked against the cumulative three-year TSR of companies within our peer group linking payout to our relative TSR.
~~For NEOs, executive officers, unit presidents and staff vice presidents the 2012 – 2014 CIU cycle is only paid if the company achieves the restated IRC 162(m)~~
threshold target of average income from continuing operations over the cycle of $339,706,000, excluding certain special events. (See “Treatment of Special Events” beginning on page 55 of this proxy statement.) Average annual income from continuing operations for the 2012 – 2014 CIU cycle was $377,264,000, which exceeded the performance threshold. The IRC 162(m) threshold for adjusted income from continuing operations for 2012 – 2014 was restated to eliminate the impact of disposal of certain business operations, in accordance with predetermined definitions of income from continuing operations. The chart below shows actual results as compared to target before and after applying the TSR Modifier for the 2012 - 2014 cycle.

Objectives Actual Result Metric
Payout Value TSR Modifier Final
Payout Value
2012 – 2014 LTI Adjusted
Earnings Per Share⁽¹⁾
2012 $2.16 $0.19
2013 $1.88 $0.33
2014 $1.95 $0.33
2012 – 2014 LTI Adjusted
Free Cash Flow⁽¹⁾
2012 $767 million $0.20
2013 $655 million $0.27
2014 $467 million $0.24
Total $1.56 (15%) $1.33
⁽¹⁾ For compensation purposes, (a) adjusted earnings per share includes the benefit received from the company’s divestiture of a partnership investment; and (b) adjusted free cash flow excludes reserve account deposits and changes in finance receivables. Adjusted EPS and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Non-GAAP Measures” on page 55 of this proxy statement.
4650
COMPENSATION DISCUSSION AND ANALYSIS

~~The TSR Modifier in aggregate decreased the CIU pay-out level for the 2012 – 2014 cycle by -15%.~~
~~The CIU payout in February 2015, for the 2012 – 2014 cycle, was $1.33 per unit. This compares to the 2011 – 2013 cycle pay-out which was $1.50 per unit.~~
~~Performance-Based Restricted Stock Units~~
~~An annual grant of performance-based restricted stock units (RSUs) is made during the first quarter of the year.~~
For NEOs, executive officers, unit presidents and staff vice presidents, no RSUs will vest unless the company achieves at least the IRC 162(m) threshold target of $256,583,000 income from continuing operations, as restated excluding certain special events. (See “Treatment of Special Events” beginning on page 55 of this proxy statement.) Actual 2014 income from continuing operations, excluding all special events, was $387,414,000, which exceeded the target. The IRC 162(m) threshold targets for income from continuing operations and actual 2014 income from continuing operations were adjusted to eliminate the impact of the disposal of certain business operations in accordance with the predetermined definition of income from continuing operations.
In 2014, the percentage of the long-term incentive award made up by RSUs was reduced from 40% to 30%. The 2014 award vests in three equal installments commencing on the first anniversary of the grant date if the executive is still employed on the vesting date. If the initial income from continuing operations target had not been achieved, the RSUs granted in 2014 would have been forfeited.
~~Performance Stock Units (PSUs)~~
Beginning in 2014, PSUs replaced CIUs, making the company’s long-term incentive mix entirely equity based. PSUs are long-term equity awards granted annually with three year performance and vesting cycles. At any given time after three years of PSU awards there will be three PSU cycles outstanding. The vesting of long-term incentive awards are generally subject to achieving an average IFCO financial threshold target established for purposes of IRC 162(m). If the average IFCO target is not met, then the entire award is forfeited. In addition, vesting of PSUs are based on achieving various challenging enterprise-wide financial objectives established at the beginning of each year of the three-year cycle. If the enterprise-wide financial objectives are not met for a calendar year, one-third of the award will be forfeited.
~~The enterprise-wide financial objectives set by the Committee include adjusted earnings per share and adjusted free cash flow. We believe both of these financial factors~~ are important indicators of the company’s long-term viability and performance and align with the company’s long-term growth strategy, and thus are appropriate metrics upon which to base long-term incentive awards. Adjusted earnings per share is an appropriate measure of long-term profitability, and strong adjusted free cash flow provides us with needed resources to reposition and pursue new growth opportunities.
• Adjusted earnings per share (Adjusted EPS) is an appropriate measure of long-term profitability.
• Adjusted FCF provides us with needed resources to reposition and pursue new growth opportunities. While we recognize that this metric is also utilized in our short-term one-year goal, we believe Adjusted FCF is important as well to the company’s long-term success, measured over a three-year period.
The Committee generally sets the financial targets ~~close to the midpoint of~~considering the guidance we provide to stockholders and
the ~~financial community at the beginning of each year.~~investment community. Subsequent revisions of guidance ~~during the course of the year~~ do not affect the targets set at the beginning of a year. ~~Before finalizing payouts, the Committee ranks the company’s cumulative three-year TSR against the cumulative three-year TSR~~Our long-term financial targets take into account budgeted levels of ~~each Company in the peer group and can adjust the final payout by plus or minus 25%. The TSR modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle.~~share repurchases. The Committee ~~believes it set~~sets the ~~2014~~ objectives with the appropriate level of difficulty and stretch for each ~~target.~~grant.

The number of PSUs granted at target isin 2017 was determined ~~using Monte-Carlo simulation modelling. Monte-Carlo simulation modelling is a generally accepted statistical technique used, in this instance, to simulate a range~~by dividing the target dollar amount set for each NEO by the closing price of ~~possible future prices for Pitney Bowes common~~company stock ~~based~~ on ~~various inputs, including stock volatility, dividend yield, expected term, and risk-free rates.~~the date of grant.

The number of shares vesting at the end of the cycle can range from 0 to 200% of the initial number granted based on achievement of the Committee ~~approved~~pre-established financial ~~goals and application of the cumulative three-year TSR modifier.~~goals. The Committee also can employ ~~negative~~ discretion in determining the vesting percentage to ~~reduce~~reflect more accurately the ~~payout even if the financial goals are achieved based on~~company’s overall ~~company~~ performance.

~~Performance-Based Market~~Performance Stock Units
~~Performance-based market stock units (MSUs) were granted to executive officers, including NEOs, in February 2012~~ (PSUs) Objectives and Metrics for the first and only time. In 2013, the Committee determined that MSUs would no longer be a part of the company’s executive compensation structure. The number of MSUs that can vest is capped at 200% of the number of MSUs originally granted. A minimum number of shares, comprising 50% of the award, will vest at the end of the three-year performance period.completed 2015-2017 grant cycle

The ~~number~~table below shows the financial metrics, each weighted at 50%, and various levels of performance-based MSUs that will vest is based on (i) the company’s TSR over the vesting period and (ii) the executives’ continued employment until the vesting date. The number of units which will vest is determined by multiplying the number of units awarded by a fraction, the numerator of which is the Pitney Bowes ending stock price, $24.01⁽¹⁾~~, plus cumulative dividends paid on outstanding company stock during the vesting period, $3.19, and the denominator, of which is the Pitney Bowes beginning stock price, $19.26~~⁽²⁾~~. Vesting of the MSU awards was also based on the company’s~~ achievement ~~of an IFCO target, $383,665,000, in the initial year of the award, which was met. Based on the company’s TSR over the award period, a multiplier of 1.41 was applied~~relating to the ~~target number of 2012 MSU awards.~~2015-2017 PSUs:

2015 – 2017
Adjusted Earnings Per Share⁽¹⁾ Threshold Target Maximum Actual
Result Metric
Payout
Value TSR
Modifier Final
Performance
Multiplier
2015 $1.65 $1.85 $2.00 $1.79 0.13
2016 $1.75 $1.90 $2.05 $1.68 0.00
2017 $1.65 $1.78 $1.85 $1.41 0.00

2015 – 2017
Adjusted Free Cash Flow⁽¹⁾ Threshold Target Maximum Actual
Result Metric
Payout
Value
2015 $380 million $405 million $455 million $384 million 0.05
2016 $385 million $435 million $485 million $317 million 0.00
2017 $335 million $375 million $405 million $247 million 0.00
Total 0.18 -20% 0.14

⁽¹⁾ ~~Pitney Bowes ending stock price is the average~~Adjusted EPS and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Non-GAAP Measures” on page 60 of ~~the closing price of company stock for the 20 trading days ending on the last day of the month prior to the vesting date.~~
⁽²⁾ ~~Pitney Bowes beginning stock price is the average of the closing price of company stock for the 20 trading days ending with the grant date.~~this proxy statement.

For the 2015 – 2017 PSU cycle, the unit multiplier at target is 100%. The PSU multiplier range is between 0% and 200% based upon the achievement of the pre-determined financial objectives described above, each weighted at 50%. The Committee modifies the resulting unit value by up to +/- 25% based on our cumulative three-year TSR as ranked against the cumulative three-year TSR of companies within our peer group linking pay-out to our relative TSR. If TSR is negative for the cumulative three-year period, there is no positive application of the TSR modifier. Based on relative performance versus our peer group over the cumulative three-year period, the TSR modifier is applied as shown on page 52.
4751
COMPENSATION DISCUSSION AND ANALYSIS

PBI rank vs. Peer Group Modifier
Above 75th %ile +25 %
70th to 75th %ile +20 %
65th to 70th %ile +15 %
60th to 65th %ile +10 %
55th to 60th %ile +5 %
45th to 55th %ile +0 %
40th to 45th %ile –5 %
35th to 40th %ile –10 %
30th to 35th %ile –15 %
25th to 30th %ile –20 %
Below 25th %ile –25 %
For NEOs, executive officers, unit presidents and staff vice presidents, the 2015-2017 PSU cycle is only vested if the company achieves average income from continuing operations over the cycle of $271,190,000, excluding certain special events. (See “Treatment of Special Events” beginning on page 60 of this proxy statement.) Average annual adjusted income from continuing operations for the 2015-2017 PSU cycle was $311,299,000 which exceeded the performance threshold.
Based on the 2015-2017 PSU performance multiplier of 0.14 per unit, the NEOs each vested in the following number of PSUs in February 2018:
Executive Target PSUs Awarded Performance Multiplier Units Vested
Marc B. Lautenbach 164,551 .14 23,037
Stanley J. Sutula III N/A N/A N/A
Michael Monahan 65,820 .14 9,215
Mark L. Shearer 42,783 .14 5,990
Roger Pilc 19,746 .14 2,764
Performance-Based Restricted Stock Units
An annual grant of performance-based restricted stock units (RSUs) is made during the first quarter of the year. While RSUs continue to support the executives’ long-term outlook, they also act as a significant retention tool.
For NEOs, executive officers, unit presidents and staff vice presidents, no 2017 RSUs will vest unless the company achieves a Section 162(m) threshold target of $222,181,000 income from continuing operations, excluding certain special events in 2017. (See “Treatment of Special Events” beginning on page 60 of this proxy statement.) Actual 2017 income from continuing operations, excluding certain special events, was $264,769,000 which exceeded the target.
In 2017 performance-based RSUs comprised 20% of a NEO’s long-term incentive award. The 2017 award vests in three equal installments if the executive is still employed on the installment vesting date. If the income from continuing operations target had not been achieved, the RSUs granted in 2017 would have been forfeited.
Nonqualified Stock Options (NSOs)
An annual grant of stock options is made during the first quarter of the year constituting 20% of a NEO’s long-term incentive award.
On February 6, 2017, the named executive officers were awarded an annual grant of stock options to purchase common stock of the company under the 2013 Stock Plan at an exercise price of $13.16 per share, the closing price of our common stock on the day of grant. These stock options have a ten-year exercise period and will vest and become exercisable in equal installments over three years commencing on the first anniversary after the date of grant, subject to continued service through each such vesting date.
Periodic Off-Cycle Long-Term Awards

In special circumstances, the Committee, or in the case of the CEO and COO, the independent members of the board ~~members,~~of directors, may determine that it is appropriate to make additional ~~long-term award~~ grants to executives and new hires during the course of the year. ~~In some cases, these awards are part of the long-term incentive awards made to hires during the course of a calendar year, and in other cases, these~~These awards are in addition to the annual long-term incentive ~~awards made in any given year.~~awards.

InMr. Sutula joined Pitney Bowes on February ~~2014,~~1, 2017 as Executive Vice President, Chief Financial Officer at which time he received a special award grant to make up for awards forfeited from his prior employment. Mr. Pilc received a special retention award due to the ~~Committee awarded an~~strategic nature of his work during this transformation period. For additional ~~tranche of RSUs to Ms. Kohnstamm that was promised~~information, please see the Summary Compensation Table on page 62.

52
~~in connection with her hiring in 2013. The additional tranche is subject to an adjusted income from continuing operations performance metric with a one-year vesting provision.~~COMPENSATION DISCUSSION AND ANALYSIS

~~See details of the grants to Ms. Kohnstamm in the “Grants of Plan-Based Awards in 2014” table on page 59 of this proxy statement.~~
~~In June 2014, Ms. Kohnstamm was awarded the second half of her cash sign-on award in connection with her hiring.~~

Other Indirect Compensation

Retirement Compensation

In the United States, retirement benefits include:
• ~~Qualified and nonqualified restoration pension plans for employees hired prior to January 1, 2005.~~
• Qualified and nonqualified restoration 401(k) plans with company matching contributions up to 4% of eligible compensation and 2% company core contribution for those not eligible for the Pension Plan. Participants become eligible for the company matching and company core contributions after one year of employment with the company.
Qualified and nonqualified restoration 401(k) plans with company matching contributions up to 4% of eligible compensation and 2% company core contributions. Participants become eligible for the company matching and company core contributions after one year of employment with the company.
Qualified and nonqualified restoration pension plans for employees hired prior to January 1, 2005. Accruals under these plans were frozen at the end of 2014. Mr. Monahan is the only NEO who qualifies for this benefit.

Nonqualified plans are unfunded obligations of the company subject to claims by our creditors. Nonqualified restoration plans (pension and 401(k)) are based on the same formulas as are used under the broad-based qualified plans and make up for benefits that would have been provided under the qualified ~~plan~~plans except for limitations ~~set forth under~~imposed by the Internal Revenue Code of 1986, as ~~amended (IRC).~~amended. Restoration plans are available to a select group of management or highly compensated employees, including the NEOs.

~~Nonqualified plans are unfunded obligations of the company subject to claims by our creditors.~~ An individual account under the 401(k) Restoration Plan:
• ~~is adjusted on the basis of notional investment returns of publicly-available mutual fund investments; and~~
• ~~does not receive any above-market earnings.~~
is adjusted on the basis of notional investment returns of publicly-available mutual fund investments offered under the qualified 401(k) plan; and
does not receive any above-market earnings.

The Pension Restoration Plan applies the same standard actuarial rules as are applied under the qualified Pension Plan.
~~Effective December 31, 2014, the board of directors approved the freezing of all future Pension Plan benefit accruals for all employees.~~
Similar amendments were adopted with respect to the Pension Restoration Plan. At the same time, the board of directors amended the 401(k) Plan and the 401(k) Restoration Plan, effective January 1, 2015, to provide eligibility to participate in the 2% employer core contri-
bution to those employees who will no longer accrue benefits under the Pension Plan. The 2% employer core contribution has been in effect since 2005 when the Pension Plan was closed to new employees hired after December 31, 2004.
For additional information, please see the narrative accompanying the “Pension Benefits as of December 31, ~~2014”~~2017” table on page 6468 and the narrative accompanying the “Nonqualified Deferred Compensation for ~~2014”~~2017” table beginning on ~~pages 65 to 66~~page 69 of this proxy statement.

Other Benefits

Other benefits include:
Nonqualified Deferred Incentive Savings ~~Plan:~~Plan (DISP) which provides certain executives the ability to voluntarily defer in a tax efficient manner pay-outs of annual cash incentives and base pay into a nonqualified deferred compensation plan
º ~~Provides a savings vehicle in a tax efficient manner~~
º ~~Provides certain executives the ability to voluntarily defer payouts of annual cash incentives, CIUs and base pay into a nonqualified deferred compensation plan~~
• Effective February 2015, certain executives with RSUs and PSUs who are subject to the executive stock ownership policy, may voluntarily elect to defer settlement of RSUs and PSUs until termination or retirement. Executives who choose deferral receive dividend equivalents after the award vests which are also deferred.
• Limited additional benefits, including, financial counseling to assist with tax law compliance and to provide guidance in managing complex investment, tax, legal and estate matters; up to a maximum of $7,500 per year
• ~~Relocation assistance for executives asked to move to a new work location facilitates the placement of the right person in the job and aids in developing talent~~
• ~~Executive physical~~
• ~~Spousal travel~~
Certain executives with RSUs and PSUs who are subject to the executive stock ownership policy, may voluntarily elect to defer settlement of RSUs and PSUs until termination or retirement. Executives who choose deferral receive dividend equivalents after the award vests which are also deferred.
Relocation assistance for executives asked to move to a new work location facilitates the placement of the right person in the job and aids in developing talent
Limited perquisites, including financial counseling (to assist with tax compliance, investments, legal and estate matters), executive physicals and spousal travel.

48
~~COMPENSATION DISCUSSION AND ANALYSIS~~

Process for Determining Named Executive Officer Compensation

Committee

The Committee is responsible for reviewing the performance of and approving compensation awarded to our executive officers, other than the ~~CEO.~~CEO and COO. The independent board members, with the input of the Committee, ~~annually~~(i) set ~~the CEO’s~~ individual target compensation and performance targets annually for the CEO and COO, (ii) review ~~his~~their performance, ~~and~~(iii) determine ~~his~~their compensation ~~pay-out in the context of~~pay-outs by comparing actual performance
against the established objectives and approve the ~~actual~~
~~performance against those objectives and the TSR.~~TSR modifier. In addition, the Committee, and the independent board members with respect to the CEO and COO, may exercise ~~negative~~ discretion in its sole determination. The Committee works closely with its independent consultant, Pay Governance LLC, and management to examine various pay and performance matters throughout the year.

Independent Compensation Consultant

The Committee retains Pay Governance as its independent compensation consultant and considers advice and information provided by Pay Governance in determining the compensation paid to NEOs and making its recommendation to the board for ~~the~~ CEO and ~~the other NEOs.~~COO pay. The consultant regularly attends the Committee meetings and advises on a range of matters, including peer group composition, plan design, and competitive pay practices. The consultant does not perform other services for the company. We incurred ~~$46,077~~$89,614 in fees for Pay Governance
for services performed for the Committee during ~~2014.~~2017. The Committee considered the following six factors and determined there was no conflict in the engagement of Pay Governance and that Pay Governance is independent: (i) the provision of other services to the company by Pay Governance; (ii) the amount of fees received from the company by Pay
Governance, as a percentage of the total revenue of Pay Governance; (iii) the policies and procedures of Pay Governance that are designed to prevent conflicts of interest; (iv) any business or personal

53
COMPENSATION DISCUSSION AND ANALYSIS
relationship of the Pay Governance consultant with a member of the Committee; (v) any company stock owned by the Pay Governance consultants; and (vi) any business or personal relationship of the Pay Governance consultant or Pay Governance with any of the company’s executive officers. The Committee has the sole authority to hire and terminate its consultant.
The Committee also reviews independence factors applicable to other consultants, including, outside law firms and Willis Towers Watson, management’s compensation consultant.

Determining Compensation—The Decision Process

At the beginning of each year our CEO, on behalf of senior management, recommends to the Committee financial objectives for the annual and long-term incentive plans based on the financial objectives set by the board of ~~directors.~~directors in light of guidance provided to the investment community. The Committee and the independent directors review the recommendations of management particularly with respect to the appropriateness and rigor of the objectives and approve the final annual and long term objectives.

After reviewing benchmarking data presented by external consultants, our CEO and Executive Vice President
and Chief Human Resources Officer recommend compensation target levels for base, annual, long-term incentive, as well as total direct compensation ~~as well as~~in the ~~annual and long-term incentive compensation~~aggregate for executive officers, including the NEOs, other than the ~~CEO.~~CEO and COO. The Committee reviews management’s recommendations and determines the appropriate financial objectives, base salary and the target levels of annual and long-term incentive compensation. The Committee also recommends for approval by the independent board members the ~~CEO’s~~ base salary and annual and long-term incentive target ~~levels.~~levels for the CEO and COO. Generally at this time,

49
~~COMPENSATION DISCUSSION AND ANALYSIS~~
the Committee also approves any changes to the compensation program for the coming year.

At the end of each year, each NEO completes a written self-assessment of his or her performance against his or her objectives. The CEO evaluates the performance of his executive officer direct reports and recommends incentive compensation actions other than for himself and the COO to the Committee. The Committee recommends to the independent board members an individual
rating for the ~~CEO.~~CEO and COO. The Committee reviews the financial accomplishments of the company, taking into account predetermined objectives for the preceding year, and determines actual base salary increases as well as the annual and long-term incentive compensation for the NEOs and recommends for approval by the independent board members the ~~CEO’s compensation.~~compensation for the CEO and COO. The actual payout levels for annual incentive compensation are based upon the company’s performance against the predetermined financial objectives and other criteria, as discussed in further detail under “Annual Incentives” beginning on page ~~43. For~~49. With respect to long-term incentive compensation, the ~~recommendation to the~~ Committee ~~for~~determines payout levels is based on pre-determined financial objectives, and to the extent applicable, a relative TSR ~~Modifier,~~modifier, as discussed in further detail under “Long-term Incentives” beginning on page 4550 of this proxy statement.

To assist in this process, the Committee also reviews tally sheets prepared by the Human Resources ~~depart-~~
~~ment~~department to evaluate the individual components and the total mix of compensation. The tally sheets show the dollar amount of each of the components of each executive officer’s compensation, summarizing the total compensation opportunity, including the executive’s fixedcurrent and ~~variable compensation, perquisites and potential payments upon termination or Change of Control. In addition, the tally sheets include a summary of~~ historical compensation. These tally sheets aid the Committee in analyzing the individual compensation components as well as the compensation mix and weighting of the components within the total compensation package.

To evaluate whether each NEO’s compensation package is competitive with the marketplace, the Committee, and with respect to the CEO and COO, the independent board members, also review each executive’s total direct compensation against market data during the benchmarking process as more fully described in “Assessing Competitive Practice” below. Based on the

54
COMPENSATION DISCUSSION AND ANALYSIS
structure of our current management team, the Committee and the board strive to ensure that the relationship between the compensation paid to the CEO and the second highest paid NEO are within acceptable market norms, subject to considerations such as ~~performance,~~per-
formance, the market median compensation of the respective positions, contributions to the company and experience that may lead to deviations from market relationships.

Assessing Competitive Practice

To evaluate whether Pitney Bowes’ executive compensation is competitive in the marketplace, the Committee annually compares each executive’s total direct compensation (base salary, annual incentive and long-term incentives) against two independent reports, the Willis Towers Watson Regressed Compensation Report (Willis Towers Watson Report) and the Radford Global Technology Survey Report (Radford Report) with a view towards determining the optimal mix and level of ~~compensation, the Towers Watson Regressed Compensation Report (Towers Watson Report) and the Radford High-Tech Industry Survey Report (Radford Report). We~~compensation. The Committee then ~~review~~reviews the targets and actual payouts against publicly available data from our peer group to evaluate ongoing compensation opportunity and competitiveness. Finally, the Committee’s independent compensation consultant reviews the data presented to the Committee, before the Committee establishes the target total direct compensation structure. The Committee sets compensation targets assuming achievement of specific incentive award performance objectives at target.

The Willis Towers Watson data is regressed for corporate revenue of approximately $4.0 billion for corporate leaders and actual regressed revenue for business unit leaders. The Willis Towers Watson Report is a sub-section of the ~~2014~~2017 US Compensation Data Bank (CDB) General Industry Executive Database. The Radford Report is regressed for corporate revenue of approximately $3.0 - $5.0 billion for corporate leaders and bases its analysis on applicable revenue ranges as they pertain to various roles. The Radford Report is derived from a database of survey results from high-tech companies. The Committee believes using the Willis Towers Watson ~~Report regressed revenue scope~~ and Radford Reports assist the ~~revenue ranges~~Committee in ~~the Radford Report more accurately reflect~~
determining market competitiveness of executive officer compensation against outside companies. However, the exact number of companies included in the data for each executive position may vary depending on the structure of the applicable company and whether the company submitted the relevant data.external benchmarks.

This market data provides important reference points for the Committee but is not the sole basis for determining appropriate compensation design, compensation targets, or individual pay levels. Use of comparative industry data and outside surveys only serves to indicate to the Committee whether those decisions are in line with industry in general and our peer group in particular. The Committee believes that the comparative industry data used from the Willis Towers Watson Report, the Radford Report and the peer group are consistent with our compensation philosophy. In addition, compensation targets
and individual pay levels may vary from the median for various reasons, including:

•
the value of the total rewards package;
• ~~program design and strategic considerations;~~
• ~~affordability;~~
• ~~changing competitive conditions;~~
• ~~program transition considerations;~~
• ~~the definition and scope of the executive’s role;~~
• ~~the executive’s individual contributions to the company; or~~
• ~~succession or retention considerations.~~

50
program design and strategic considerations;
~~COMPENSATION DISCUSSION AND ANALYSIS~~
affordability;
changing competitive conditions;
program transition considerations;
the definition and scope of the executive’s role;
the executive’s individual contributions to the company; and
succession or retention considerations.

In making its determination that the Pitney Bowes compensation package is appropriate and competitive, the Committee takes the following actions.

The Committee first identifies for each NEO the median of the data presented in the Willis Towers Watson and Radford Reports in determining target base salary, target total cash compensation and target total direct compensation. In making its final determination on any one position, the Committee will also take into account unique skill sets presented by the employee.
In addition, ~~as a supplement to the Towers Watson and Radford Reports,~~ the Committee asks Pay Governance to ~~perform its analysis~~analyze the appropriateness of the company’s short and ~~provide its opinion on the specific~~long-term compensation program design. The Committee and the board also consider the burn rate with respect to the equity awards when deciding how much of the total direct compensation package should be composed of equity-based awards. Burn rate is the total equity awarded in a fiscal year divided by the total weighted average common ~~stock~~shares outstanding ~~at the beginning of~~for the year. Our three-year average burn rate for the time period from ~~2012~~2015 to ~~2014~~2017 is ~~0.86% (down from 1.00% based on the prior year three-year average)~~approximately 2.5%, ~~and~~which is ~~well below the median~~generally consistent with burn rate ~~of 1.60% for S&P 1500 companies in fiscal year 2013~~practices among our peers and the Equilar 500 (source: 2017 Equilar ~~2014~~ Equity Compensation Trends ~~Report)~~report).

Next, the Committee annually reviews our relative performance, compensation targets and actual payouts against the relative performance and compensation of the peer group listed below.

Based on this rigorous review, the Committee has determined that the Pitney Bowes total compensation package for ~~2014~~2017 is appropriate and competitive considering all the factors outlined above.

55
~~PEER GROUP~~COMPENSATION DISCUSSION AND ANALYSIS

~~Although we~~Peer Group
In 2016, the Committee reviewed the composition of the peer group and approved changes effective as of January 1, 2017 for the purposes of benchmarking NEO peer median pay levels, conducting pay practice reviews, and measuring TSR if included in future award designs. We made these changes as a result of some changes occurring in the businesses of our peers as well as the ongoing transformation of the company. We do not have a single completely overlapping competitor due to the unique mix of our business, however, we use a peer group of companies similar in size and ~~complexity~~complex-
ity to benchmark our executive compensation. ~~In 2014,~~Our peer group consists of companies with revenues between $1.9 billion and $10.3 billion, and market capitalization between $0.4 billion and $31.4 billion. Xerox and Fidelity National Information Services remain in our peer group despite the revenue size difference because the Committee ~~reviewed~~considers them close peers.
Effective January 1, 2017 the ~~composition of~~following companies were removed or added to the peer group.

Peer Company Removed Reason
Lexmark International Inc. Became private in 2016
Harris Corporation Spun-off printing business and became highly concentrated on defense
Iron Mountain Inc. Became a REIT
DST Systems Inc. Sold its print and electronic communications business
Peer Company Added Reason
Deluxe Corporation Primary focus on Small and Medium Business (SMB) and providing custom packaging and logistics
Teradata Corporation Aligns strongly with our data analytics portfolio
NetApp Inc. Represents a balanced equipment and software comparator with exposure to the Ecommerce market
The peer group as amended effective 2017 was implemented with respect to the 2015-2017 PSU cycle and TSR calculation, except that the three companies added to the peer group effective 2017 (Deluxe Corp., Teradata Corp., and ~~decided that no changes~~NetApp Inc.) were ~~necessary.~~ excluded because they were not in the peer group for the entire performance cycle.
Pay Governance and the Committee designed our peer group so the Committee could analyze compensation packages, including compensation mix and other benefits, within the competitive market to attract and retain the talent and skill required to lead our business. This peer group consists of services, industrial and technology companies. When evaluating the appropriateness of the peer group, the Committee considered factors such as revenue, net income, market capitalization, number of employees, and complexity of the business to ensure a reasonable balance in terms of company size and an adequate number of peers. The Committee also considered any feedback received from stockholders. ~~Our peer group consists of companies with revenues between $2.7 billion and $21.1 billion, and market capitalization between $1.5 billion and $18.3 billion.~~
The Committee decided to continue to include Xerox in our peer group despite the revenue size difference because the Committee considers it our closest direct peer in the office equipment space and it also is undergoing a similar transformation in its core business.

The company’s executive compensation programs include a “clawback” feature, allowing the board of directors to adjust, recoup or require the forfeiture of any awards made or paid under ~~any stock plan~~the Stock Plan or the Key Employees Incentive Plan (KEIP) under the following circumstances:

We have not entered into fixed term employment agreements with any of our NEOs, including the CEO. Therefore, such officers are “at will” employees.

We have policies prohibiting both the pledging and hedging of our stock. Neither the board of directors nor management-level employees may pledge or transfer for value Pitney Bowes securities, engage in short-term speculative (“in and out”) trading in Pitney Bowes securities, or participate in hedging and other derivative transactions, including short sales, “put” or “call” options, swaps, collars or similar derivative transactions, with respect to Pitney Bowes securities (other than transactions in employee stock options).

In determining performance goals and evaluating enterprise performance results, the Committee may use its discretion and judgment to ensure that management’s rewards for business performance are commensurate with their contributions to that performance while still holding management accountable for the overall results of the business. The Committee believes that the metrics for incentive compensation plans should be specific and objective. However, ~~in exercising its negative discretion,~~ the Committee recognizes that interpretation of the application of pre-determined metrics to results may be necessary from time to time to better reflect the operating performance of the company’s business segments and take into account certain one-time events. In adopting its philosophy in establishing metrics and compensating the management team for its actual performance, the Committee believes it to be a fairer measure to remove the impact of certain events that may distort, either positively or negatively, the actual performance of management. ~~The chart below explains the types of events that the Committee has taken into consideration in this regard.~~

The following “Summary Compensation Table” shows all compensation earned by or paid to Messrs. Lautenbach, Sutula, Monahan, Shearer, ~~Goldstein,~~ and ~~Ms. Kohnstamm.~~Pilc. The compensation shown below was paid for services performed during or with respect to ~~2014, 2013,~~2017, 2016, and ~~2012.~~2015. The “Summary Compensation Table” includes amounts earned and deferred during the periods covered under the Deferred Incentive Savings Plan.

The “Grants of Plan-Based Awards in ~~2014”~~2017” table on page 5964 provides additional information regarding grants made during ~~2014~~2017 to the NEOs.

The “Stock Awards” and “Total” columns in the Summary Compensation Table (SCT) appear greater than historical amounts because of the company’s decision in 2014 to make its long-term incentive (LTI) plan 100% equity based. Last February, the Committee replaced cash incentive units (CIUs), payable in cash, with performance stock units (PSUs), settled in common stock. The new structure consists of 70% PSUs and 30% performance-based restricted stock units. Stock awards are reported in the SCT when granted, while cash awards are reported in the SCT under “Non-Equity Incentive Compensation” when paid. This creates a “bunching effect” making it appear as though the 2014 Stock Award and Total Amounts has comparatively increased from prior years, while in fact it only reflects the disparate manner in which equity and cash is required to be reported. This effect will continue through 2016 when all outstanding CIUs will be fully paid. See discussion on “bunching” in “Cash Incentive Units” on page 45 for additional details.

Filed by the Registrantþ		[X]

Filed by a Party other than the Registranto
		[ ]
Check the appropriate box:

o [ ]	Preliminary Proxy Statement
o [ ]	Confidential, for Use of the Commission
		Only (as permitted by Rule 14a-6(e)(2))

þ [X]	Definitive Proxy Statement
o[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to §240.14a-12

~~Payment of Filing Fee (Check the appropriate box):~~

þ[X]	No fee required.

o [ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	~~(1)~~
	1)	Title of each class of securities to which transaction applies: ~~[inert]~~
	~~(2)~~

	2)	Aggregate number of securities to which transaction applies: ~~[inert]~~
	~~(3)~~

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
			~~(Set~~ (set forth the amount on which the filing fee is calculated and state how it was determined):

	~~(4)~~

	4)	Proposed maximum aggregate value of transaction:
	~~(5)~~
			~~Total fee paid:~~
	5)	Total fee paid:
o

[ ]	Fee previously paid ~~previously~~ with preliminary materials.

o[ ]	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: [inert]~~
	~~(2)~~1)	Amount Previously Paid:


	2)	Form, Schedule or Registration Statement No.:
	~~(3)~~			~~Filing Party:~~
	~~(4)~~
	3)	Filing Party:


	4)	Date Filed:

	~~Page~~

~~Proxy Summary~~	5

~~Annual Meeting Information~~	10
~~The Annual Meeting and Voting~~	10
~~Annual Meeting Admission~~	10
~~Who is entitled to vote?~~	10
~~How do I vote?~~	10
~~May I revoke my proxy or change my vote?~~	10
~~What constitutes a quorum?~~	10
~~What vote is required for a proposal to pass?~~	10
~~How are votes counted?~~	11
~~How do Dividend Reinvestment Plan participants or employees with shares in the 401(k) plans vote by proxy?~~	11
~~Who will count the votes?~~	11
~~Want more copies of the proxy statement? Getting too many copies?~~	11
~~Want Electronic Delivery of the Annual Report and Proxy Statement?~~	11
~~Stockholder Proposals and Other Business for the 2016 Annual Meeting~~	12

~~Corporate Governance~~	12
~~Board of Directors~~	13
~~Leadership Structure~~	13
~~Management Succession Planning~~	13
~~Board Composition and Succession Planning~~	13
~~Role of the Board of Directors in Risk Oversight~~	13
~~Director Independence~~	14
~~Communications with the Board of Directors~~	14
~~Board Committees and Meeting Attendance~~	14
~~Audit Committee~~	15
~~Executive Committee~~	15
~~Executive Compensation Committee~~	15
~~Finance Committee~~	16
~~Governance Committee~~	16
~~Directors’ Compensation~~	16
~~Relationships and Related-Person Transactions~~	20
~~Compensation Committee Interlocks and Insider Participation~~	20
~~Security Ownership of Directors and Executive Officers~~	21
~~Beneficial Ownership~~	22
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	22

~~Proposal 1: Election of Directors~~	23
~~Director Qualifications~~	23
~~Nominees for Election~~	24
~~Vote Required; Recommendation of the Board of Directors~~	24
~~Nominees~~	24

	~~Page~~

~~Report of the Audit Committee~~	27

~~Proposal 2: Ratification of the Audit Committee’s Appointment of the~~ ~~Independent Accountants for 2015~~	28
~~Principal Accountant Fees and Services~~	28
~~Vote Required; Recommendation of the Board of Directors~~	28

~~Proposal 3: Advisory Vote to Approve Executive Compensation~~	29
~~Vote Required; Recommendation of the Board of Directors~~	31

~~Equity Compensation Plan Information~~	31

~~Report of the Executive Compensation Committee~~	31

~~Compensation Discussion and Analysis~~	32

~~Executive Compensation Tables and Related Narrative~~	57

~~Additional Information~~	71
~~Solicitation of Proxies~~	71
~~Other Matters~~	71

Time and Date:		Monday, May ~~11, 2015~~7, 2018 at 9:00 a.m.
Place:		Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870
Requirements for Attending the Meeting:		Admission ticket, which is attached to your proxy card, or Notice of Internet ~~Availabilityof~~Availability of Proxy Materials, together with a form of valid, government-issued ~~photoidentification,~~photo identification, such as a driver’s license. If your shares are held in the name of a bank,broker or nominee, you must present proof of your ownership as of the record ~~date(such~~date (such as bank or brokerage account statement).
Record Date:		March ~~13, 2015~~9, 2018
Voting:		Registered stockholders as of the record date (March ~~13, 2015)~~9, 2018) are entitled to submitproxies by Internet at~~www.proxyvote.com~~; www.proxyvote.com; telephone at 1-800-690-6903; or completingyour proxy card; or you may vote in person at the annual meeting. If you hold ~~yourshares~~your shares through a broker, bank, trustee or other nominee, you are a beneficial ~~ownerand~~owner and should refer to instructions provided by that entity on voting methods.

Pitney Bowes Inc.
(Name of Registrant as Specified In Its Charter)

o	~~Soliciting Materials Pursuant to §240.14a-12~~

	1.		~~Election of 10 directors named in the proxy statement.~~

	2.		~~Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2015.~~

	3.		~~Advisory Vote to Approve Executive Compensation.~~

	•	~~The company returned $152 million to shareholders in dividend payments on Pitney Bowes common stock and repurchased $50 million in shares.~~

	•	Total Shareholder Return (TSR) for 2014 was 7.63%, and two-year TSR calculated as a Compound Annual Growth Rate (CAGR) was 58.23%, which places the company at the very top of its peer group. When compared to S&P 500 companies this two-year performance places the company in the 96th percentile.

	•	~~The company had its first full year of reported revenue growth since 2008, with an increase of 1% on both a constant currency and reported basis.~~

	•	~~The 2014 diluted earnings per share from continuing operations were $1.90, compared to $1.81 in 2013.~~

	•	~~Earnings before interest and taxes were $731 million in 2014 compared to $688 million in 2013.~~

	•	~~Free cash flow was $571 million in 2014 compared to $635 million in 2013. This nevertheless was a strong result when factoring in the capital expenditures invested into the business.~~

	•	~~The company reduced debt by $100 million and took additional actions with its debt portfolio to create further financial flexibility.~~

	•	~~The company reduced sales, general and administrative expenses by $42 million.~~

~~Funding of the 2014 Annual Incentive Pool and Payout Multiplier~~



		~~The sum of the metrics may not exactly equal the total due to rounding.~~

		~~For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”~~

~~Funding of the 2014 Cash Incentive Unit Pool and Payout Value~~



		~~The amounts above include the impact of the Modifier for total shareholder return (TSR). The sum of the metrics may not exactly equal the total due to rounding.~~

		The amounts shown in the charts above are based on non-GAAP measures. For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”

	•1.	~~Implementation~~Election of ~~a new LTI design mix for 2014 awards, making 100% of~~11 directors named in the ~~long-term awards stock based, with an allocation of 70% Performance Stock Units (PSUs) and 30% Restricted Stock Units (RSUs);~~proxy statement.

	•2.	~~Roll out~~Ratification of ~~a new executive stock ownership policy to: (i) include more senior executives, and (ii) restrict~~ the ~~shares that will count toward~~Audit Committee’s Appointment of the ~~stock holding requirement to only vested shares; and~~Independent Accountants for 2018.

	•3.	~~Institution of a deferral program~~Non-binding Advisory Vote to ~~facilitate a quicker path to executive stock ownership.~~

	•	~~Increase in the weighting of financial objectives to 100% for the annual incentive program;~~Approve Executive Compensation.

	•4.	~~Reduction in duplicative metrics across award types;~~

	•	~~Enhancement of disclosure of performance targets;~~

	•	~~Revision of our peer group in light~~Approval of the ~~company’s evolving strategic direction with increased emphasis in software and technology;~~

	•	~~Reduction of severance benefits payable on account of a Change in Control from three to two times annual salary and average annual incentive; and~~

	•	~~Elimination of the excise tax gross-up.~~Pitney Bowes Inc. 2018 Stock Plan.

	•	~~Base salary increased to $900,000 (from $850,000 in 2013) to bring Mr. Lautenbach closer to the market~~⁽¹⁾~~and the peer group median;~~Page

Proxy Summary	•	5

Annual ~~incentive target increased~~Meeting Information		6
The Annual Meeting and Voting		6
Annual Meeting Admission		6
Outstanding Shares and Vote Entitlement		6
How do I vote?		6
May I revoke my proxy or change my vote?		6
What constitutes a quorum?		6
What vote is required for a proposal to ~~135% (from 130%~~pass?		7
How are votes counted?		7
Proposal 4: Approval of the Pitney Bowes Inc. 2018 Stock Plan		7
Who will count the votes?		7
Want more copies of the proxy statement? Getting too many copies?		7
Want Electronic Delivery of the Annual Report and Proxy Statement?		8
Stockholder Proposals and Other Business for the 2019 Annual Meeting		8

Corporate Governance		8
Board of Directors		9
Leadership Structure		9
Management Succession Planning		10
Board Composition, Skills and Experience Review, and Board Succession Planning		10
Role of the Board of Directors in ~~2013), moving Mr. Lautenbach’s total target cash compensation closer to~~Risk Oversight		10
Director Independence		11
Communications with the ~~market~~⁽¹⁾Board of Directors		11
Board Committees and ~~peer group median, resulting in a payout~~Meeting Attendance		12
Audit Committee		12
Executive Committee		12
Executive Compensation Committee		13
Finance Committee		13
Governance Committee		13
Directors’ Compensation		14
Relationships and Related-Person Transactions		16
Compensation Committee Interlocks and Insider Participation		17
Security Ownership of ~~$1,519,965 (after applying~~Directors and Executive Officers		17
Beneficial Ownership		18
Section 16(a) Beneficial Ownership Reporting Compliance		18

Proposal 1: Election Of Directors		19
Director Qualifications		19
Nominees for Election		20
Vote Required; Recommendation of the ~~Committee-approved 2014 annual incentive multiplier (see pages 43 to 45 for details);~~Board of Directors		20
Nominees		20

		Page

	•	~~Long-term incentive target increased to $4,500,000 (from $4,000,000 in 2013) moving Mr. Lautenbach’s total target direct compensation closer to the market~~⁽¹⁾~~and peer group median, with the February 2014 grant consisting of 70% PSUs and 30% RSUs.~~

⁽¹⁾	~~Market median is the average~~Report of the ~~median CEO pay as reported in~~Audit Committee		25

Proposal 2: Ratification of the ~~Towers Watson Regressed~~Audit Committee’s Appointment of theIndependent Accountants for 2018		26
Principal Accountant Fees and Services		26
Vote Required; Recommendation of the Board Of Directors		26

Proposal 3: Non-Binding Advisory Vote to Approve Executive Compensation		27
Vote Required; Recommendation of the Board Of Directors		29

Proposal 4: Approval of the Pitney Bowes Inc. 2018 Stock Plan		30

Equity Compensation Plan Information		38

Report of the Executive Compensation Committee		38

Compensation Discussion and ~~the Radford High Tech Industry Survey.~~Analysis		39

Executive Compensation Tables and Related Narrative		62

Additional Information		75
Solicitation of Proxies		75
Other Matters		75
Annex A: Pitney Bowes Inc. 2018 Stock Plan		76

*	~~Non-Executive Chairman, Pitney Bowes Inc.~~
**	~~Committee Chair~~

	•	~~you may grant your proxy on-line via the Internet by accessing the following website and following the instructions provided:www.proxyvote.com~~;
	•	~~you may grant your proxy by telephone (1-800-690-6903); or~~
	•	~~if you received your annual meeting material by mail, you also may choose to grant your proxy by completing and mailing the proxy card.~~

	•	~~you may send in a revised proxy dated later than the first proxy;~~
	•	~~you may vote in person at the meeting; or~~
	•	~~you may notify the corporate secretary in writing prior to the meeting that you have revoked your proxy.~~

	•	~~a Notice of Internet Availability of Proxy Materials or a full set of printed materials, including the proxy statement, annual report and proxy card; or~~
	•	~~an email with instructions for how to view the annual meeting materials and vote online.~~


	•	Independent ~~Committees~~Committees.. The board of directors has determined that all board committees, other than the Executive Committee, should consist entirely of independent directors.


	•	Executive ~~Sessions~~Sessions.. At each regular board meeting, our independent directors meet without the CEO or other members of management present to discuss issues, including matters concerning management. The Non-Executive Chairman presides at these executive sessions.


	•	Majority Voting in Director ~~Elections~~Elections.. Our ~~By-Laws~~By-laws provide that in uncontested elections, director nominees must be elected by a majority of the votes cast.


	•	Annual Election of ~~Directors~~Directors.. Our ~~By-Laws~~By-laws provide that our stockholders elect all directors annually.


	•	Stock Holding ~~Requirements~~Requirements.~~. Each~~Within five years of becoming a director, each board member is ~~required~~expected to ~~achieve~~accumulate and hold company common stock having a minimum ~~share ownership with a~~aggregate market value ~~equal to~~of five times the annual base cash ~~retainer for Board service. The minimum ownership requirement must be achieved within the first five years of service on the board.~~retainer.


	•	No Hedging or ~~Pledging~~Pledging.. Directors may not pledge or transfer for value Pitney Bowes securities, engage in short-term speculative (“in and out”) trading in Pitney Bowes securities, or participate in hedging and other derivative transactions, including short sales, “put” or “call” options, swaps, collars or similar derivative transactions, with respect to Pitney Bowes securities.


(ii)	If any complaints or similar communications regarding accounting, internal accounting controls or auditing matters are received, they will be forwarded by

	to the Audit Committee chair for review and copies will be forwarded to the Chairman. Any such matter will be investigated in accordance with the procedures established by the Audit Committee; and

	(iii)	Other communications raising matters that require investigation will be shared with appropriate members of management in order to permit the gathering of information relevant to the directors’ review, and will be forwarded to the director or directors to whom the communication was addressed.

Name		Audit	Executive	Executive Compensation	Finance	Governance

	Linda G. Alvarado				X	X
	Anne M. Busquet			X		X
	Roger Fradin	X			X
	Anne Sutherland Fuchs	X		X
	S. Douglas Hutcheson	X			X
	Marc B. Lautenbach		X
	Eduardo R. Menascé		X	Chair		X
	Michael I. Roth	X	Chair		Chair
	David L. Shedlarz	Chair	X		X
	David B. Snow, Jr.		X	X		Chair
	Number of meetings in 2014	6	0	6	5	3

	•	~~Cash component paid as an annual retainer rather than as a combination of a retainer and meeting attendance fees~~
	•	~~Leadership premiums paid to Committee Chairmen rather than as a higher meeting attendance fee~~
	•	~~Increase in leadership premium for Chairman of the Board~~
	•	Annual equity grant in the form of restricted stock units, the number of which is calculated by dividing $100,000 by the fair market value of a share of the company’s common stock as of the award date
	•	~~The stock ownership requirement, to be attained over a five-year period, is the number of shares having a market value of five times the annual cash retainer, or $375,000~~

							Incremental Leadership
		Board Member					Premiums

Compensation Element		Revised			Previous		Revised	Previous
Board service						(Board Chairman)
Cash retainer		$75,000			$65,000		$100,000	$50,000
Meeting fee		$0			$1,500		$0	$0
Equity Award		$100,000
	value-based grant		2,200 shares
Annual Equity Grant
Committee service								Committee
Cash retainer								Chairmen
• Audit		$12,000			$0		$12,000	$0
• Executive Compensation		$10,500			$0		$10,500	$0
• Governance		$9,000			$0		$9,000	$0
• Finance		$9,000			$0		$9,000	$0
Meeting Fee
• Audit		$0			$1,500		$0	$2,000
• Executive Compensation		$0			$1,500		$0	$1,500
• All Other Committees		$0			$1,500		$0	$1,500
Total Compensation		@$195,000			@$125,000
Ownership Guidelines	5 times cash retainer;		7,500 shares;
	5 years to reach		5 years to reach
	compliance			compliance


	*	Less than 1% of Pitney Bowes Inc. common stock.
	⁽¹⁾	These shares represent common stock beneficially owned as of March 1, ~~2015~~2018 and shares for which such person has the right to acquire beneficial ownership within 60 days thereafter. To our knowledge, none of these shares are pledged as security. There were ~~201,622,583~~187,103,143 shares of our common stock outstanding as of March 1, ~~2015.~~2018. No director or executive officer owns shares of $2.12 convertible preference stock.
	⁽²⁾	Other than with respect to ownership by family members, the reporting persons have sole voting and investment power with respect to the shares listed.
	⁽³⁾	Includes shares that are held indirectly through the Pitney Bowes 401(k) Plan.
	⁽⁴⁾	The director or executive officer has the right to acquire beneficial ownership of this number of shares within 60 days of March 1, ~~2015~~2018 by exercising outstanding stock ~~options.~~options or through the conversion of restricted stock units into securities. Amounts in this column are also included in the column “Shares Deemed to be Beneficially Owned.”
	⁽⁵⁾	Mr. Lautenbach’s total includes three open market purchases of company stock using his personal funds: (i) 4,739 shares (approximately $70,015) made in November 2016 (ii) 12,007 shares (approximately $250,000) made in October 2015 and (iii) 66,000 shares (approximately $1,000,000) made in May 2013.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock	Percent of Common Stock⁽¹⁾

~~Iridian Asset Management LLC~~BlackRock, Inc. ~~David L. Cohen, Harold J. Levy~~55 East 52nd Street ~~276 Post Road West~~ ~~Westport, CT 06880-4704~~New York, NY 10055	~~20,786,152~~20,516,241⁽²⁾	~~10.3%~~11.0%

The Vanguard Group, Inc. 100 Vanguard Blvd Malvern, PA 19355	~~20,103,581~~16,117,328⁽³⁾	~~10.0%~~

~~BlackRock, Inc.~~ ~~55 East 52nd Street~~ ~~New York, NY 10022~~	~~13,545,767~~⁽⁴⁾	~~6.7%~~
		8.63%

⁽¹⁾	There were ~~201,622,583~~187,103,143 shares of our common stock outstanding as of March 1, ~~2015.~~2018.
⁽²⁾	As of ~~February 28, 2015, Iridian Asset Management LLC, David L. Cohen and Harold J. Levy~~December 31, 2017 BlackRock, Inc. disclosed ~~shared investment power and shared~~sole voting power with respect to ~~20,786,152~~19,784,568 shares and sole dispositive power with respect to 20,516,241 shares. The Aggregate amount beneficially owned by each reporting person was 20,516,241 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on ~~March 4, 2015.~~January 19, 2018.
^(3)((3)	As of ~~January~~December 31, ~~2015,~~2017, The Vanguard Group, Inc. disclosed sole ~~investment~~voting power ~~with respect to 19,831,563~~of 97,968 shares, shared ~~investment~~voting power ~~with respect to 272,018~~of 22,429 shares, sole dispositive power of 16,011,359 shares and ~~sole voting~~shared dispositive power ~~with respect to 289,518~~of 105,969 shares. The ~~foregoing information is based on a Schedule 13G/A filed with the SEC on February 10, 2015.~~
⁽⁴⁾	~~As of December 31, 2014, BlackRock, Inc. disclosed sole investment power with respect to 13,545,767 shares and sole voting power with respect to 12,280,499~~aggregate amount beneficially owned by each reporting person was 16,117,328 shares. The foregoing information is based on a Schedule 13G/A filed with the SEC on February 9, ~~2015.~~2018.

	•	~~International experience and experience with emerging markets~~~~to evaluate our global operations.~~
	•	~~Software and technology acumen~~~~, coupled with in-depth understanding of our business and markets, to provide counsel and oversight with regard to our strategy.~~
	•	~~Operating experience~~~~, providing specific insight into developing, implementing and assessing our operating plan and business strategy.~~
	•	~~Human resources experience, including executive compensation experience~~~~to help us attract, motivate and retain world-class talent.~~
	•	~~Corporate governance experience~~~~at publicly traded companies to support the goals of greater transparency, accountability for management and the board, and protection of stockholder interests.~~
	•	~~Understanding of customer communications and marketing channels~~~~to support our client focus and customer communications and marketing strategy.~~
	•	~~Turnaround experience~~~~to help us assess opportunities to reposition certain of our businesses.~~
	•	~~Leadership~~~~to motivate others and identify and develop leadership qualities in others.~~