• The Board of Directors met 7 times in 2011. 
  • Each Director attended at least 75% of the total number of board meetings and meetings held by the board committees on which he or she served during 2011. 
  • The Board of Directors met in executive session, without any member of management in attendance, 6 times during 2011. 
  • It is the policy of the Board of Directors that the Directors attend the annual meeting of the stockholders.  Ten directors attended the May 2011 annual meeting. 
  • The Board of Directors conducts a self-assessment of its performance each year. 
  • The Board of Directors has concluded that all non-employee directors are independent in accordance with the New York Stock Exchange standards and the standards of independence set forth in the Governance Principles. 
  • The Inspectors of Election at the May 2011 annual meeting reported voting results as follows:

There were 204,299,826 shares of Common Stock and Common Equivalent entitled to vote at the meeting and a total of 173,274,037 shares or 84.81% of those shares were represented at the meeting.


1.  Election of Four Directors:

The following individuals were elected to serve as directors of the Company for a one year expiring at the 2012 Annual Meeting of Stockholders.

Name

 Vote For

Vote Against

 Abstain

  Broker Non-Vote

Rodney C. Adkins
133,615,044
11,798,957
320,389
27,539,647
Murray D. Martin
139,622,403
 5,786,171
325,816
 27,539,647
Michael I. Roth
131,287,180
14,124,885
322,325
27,539,647
Robert E. Weissman
131,494,640
13,919,074
320,676
27,539,647

2.  Ratification of the Audit Committee's Appointment of the Independent Accountants for 2011:

 Vote For       Vote Against     Abstain           Broker Non-Vote
 169,949,557
2,843,499
480,981
0

3.  Amendments to the Restated Certificate of Incorporatation ("Certificate") and Amended and Restated By-Laws ("By-Laws") to Remove the Supermajority Vote Requirements for Certain Actions Listed Below:
Proposal 3(a) Removing any director from office
 Vote For        Vote Against     Abstain           Broker Non-Vote
 170,935,084
1,489,603
849,350
 0

Proposal 3(b) Certain business combinations
Vote For         Vote Against      Abstain           Broker Non-Vote
170,526,504
1,808,977
938,556
 0

Proposal 3(c) Amending certain provisions of the Certificate
 Vote For       Vote Against        Abstain             Broker Non-Vote
 170,421,001
1,868,855
 984,181
 0

Proposal 3(d) Amending certain provisions of the By-laws
 Vote For       Vote Against           Abstain           Broker Non-Vote
 170,393,873
1,929,548
 950,616
 0


4.  Advisory Vote on Executive Compensation

 Vote For  Vote Against      Abstain            Broker Non-Vote
 121,714,497     23,306,963       712,930
27,539,647



5. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

 One Year  Two Year  Three Year   Abstain             Broker Non-Vote
 128,303,836   614,144   16,018,505    797,905
   27,539,647

Shareholders voted on an advisory basis to conduct future advisory votes on executive compensation every year. Accordingly, the company has adopted a policy to conduct such advisory votes on executive compensation every year until the next advisory vote on the frequency of advisory votes on executive compensation, which is expected to occur no later than our 2017 annual meeting.


6. Approval of the Material Terms for the Performance Goals Pursuant to Internal Revenue Code Section 162(m) for Certain Incentive Plans:

Proposal 6(a): Pitney Bowes Inc. Key Employees Incentive Plan

 Vote For          Vote Against Abstain          Broker Non-Vote
 140,678,022
4,380,741
 675,627
27,539,647

Proposal 6(b):  Pitney Bowes Inc. 2007 Stock Plan

 Vote For          Vote Against Abstain           Broker Non-Vote
 138,882,433
6,102,132
 749,825
27,539,647