regard and applying it to our own Pitney Bowes Bank. Prior to Harley-Davidson, Darrell served as Vice President and Assistant Treasurer of PepsiCo., (Nasdaq: PEP) (“Pepsi”), Before that, Darrell spent nearly two decades working in banking with Commerzbank Securities, Swiss Re New Markets, ABN Amro Bank, and Citicorp/Citibank, where he held various capital markets and corporate finance roles. Darrell also has significant board experience; he currently serves on the boards of British American Tobacco, (NYSE: BTI), Dorman Products (Nasdaq: DORM), Scotia Holdings (US), and Sojourner Family Peace Center.
There are no arrangements or understandings between Mr. Brill or Mr. Thomas, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Brill or Mr. Thomas were selected as directors. There are no family relationships between Mr. Bill or Mr. Thomas, on the one hand, and any of the Company’s directors or executive officers. Neither Mr. Brill nor Mr. Thomas have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Brill and Mr. Thomas will each receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s preliminary proxy statement for the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) filed with the Securities and Exchange Commission on March 2, 2023.
The Company’s Amended and Restated Certificate of Incorporation provides for indemnification of Mr. Brill and Mr. Thomas as directors to the fullest extent allowed by Delaware law, a copy of which has been filed as Exhibit 3(a)(i) to Form 8-K filed with the Securities and Exchange Commission on September 30, 2019.
Departure of Directors
On March 1, 2023, the Company announced that directors Michael I. Roth, S. Douglas Hutcheson, and David L. Shedlarz will not stand for re-election at the Company’s 2023 Annual Meeting and will retire at the end of their current terms on the date of the 2023 Annual Meeting. Mr. Roth, Mr. Hutcheson, and Mr. Shedlarz intend to focus on other commitments and the decision not to stand for re-election at the 2023 Annual Meeting is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Pitney and the Board wish to sincerely thank Mr. Roth, Mr. Hutcheson, and Mr. Shedlarz for their exceptional years of service and significant contributions to the Company.
With the foregoing changes, on March 1, 2023, the Board, upon the recommendation of the Governance Committee of the Board, decreased the size of the Board from eleven directors to nine directors, effective at the 2023 Annual Meeting.
On March 2, 2023, the Company issued a press release announcing the appointments of Mr. Brill and Mr. Thomas to the Board and the departure of Mr. Roth, Mr. Hutcheson, and Mr. Shedlarz. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
