UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| For the Quarterly Period Ended | Commission File Number 1-3579 |
| June 30, 2008 |
PITNEY BOWES INC.
| Incorporated in Delaware | I.R.S. Employer Identification |
| No. 06-0495050 |
World Headquarters
1 Elmcroft Road, Stamford, Connecticut 06926-0700
(203) 356-5000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ Accelerated filero Non-accelerated filero Smaller reporting companyo
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Noþ
There were 207,783,923 shares of common stock outstanding as of August 29, 2008.
Pitney Bowes Inc. 10-Q/A Introductory Note
Pitney Bowes is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to include required disclosures regarding submission of matters to a vote of security holders (Part II – Item 4). This information was inadvertently omitted from the Original Filing on August 7, 2008.
Unaffected items have not been repeated in this Amendment No. 1.
Part II – Other Information
Item 4: Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders during our annual meeting of stockholders held on May 12, 2008.
| Votes For | Votes Against | Abstain | |||||
| 1. | Election of Directors: | ||||||
| Rodney C. Adkins | 179,150,866 | 4,632,511 | 2,049,378 | ||||
| Michael J. Critelli | 177,728,593 | 6,034,891 | 2,069,271 | ||||
| Murray D. Martin | 177,971,443 | 5,896,115 | 1,965,197 | ||||
| Michael I. Roth | 177,677,696 | 6,019,607 | 2,135,452 | ||||
| Robert E. Weissman | 179,321,626 | 4,508,372 | 2,002,757 | ||||
| 2. | Ratification of PricewaterhouseCoopers LLP | ||||||
| as independent registered public accountants | 180,010,148 | 3,859,648 | 1,962,959 | ||||
The following other directors continued their term of office after the annual meeting of stockholders.
| Linda G. Alvarado | Ernie Green | Eduardo R. Menascé |
| Anne M. Busquet | James H. Keyes | David L. Shedlarz |
| Anne Sutherland Fuchs | John S. McFarlane | David B. Snow, Jr. |
There were no broker non-votes for matters submitted at the annual meeting of stockholders.
Item 6: Exhibits
See Index of Exhibits.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PITNEY BOWES INC. | ||
| September 5, 2008 | ||
| /s/ Michael Monahan | ||
| Michael Monahan | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| /s/ S. J. Green | ||
| S. J. Green | ||
| Vice President – Finance and | ||
| Chief Accounting Officer | ||
| (Principal Accounting Officer) | ||
Index of Exhibits
| Reg. S-K | ||
| Exhibits | Description | |
| (31.1) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of | |
| 2002 | ||
| (31.2) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of | |
| 2002 | ||