Pitney Bowes 2011 Annual Report Download - page 49

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31
Code of Ethics
We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive,
financial and accounting officers, or persons performing similar functions. Our Code of Ethics is posted on our corporate governance
website located at www.pb.com/Our-Company. In addition, amendments to the Code of Ethics and any grant of a waiver from a
provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed at the same location as the Code of
Ethics.
ITEM 11. – EXECUTIVE COMPENSATION
The sections entitled “Directors’ Compensation,” “Compensation Discussion and Analysis”, and “Executive Compensation Tables
and Related Narrative” of our Definitive Proxy Statement to be filed with the Commission on or before April 29, 2012 in connection
with our 2012 Annual Meeting of Stockholders are incorporated herein by reference.
ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION TABLE
The following table provides information as of December 31, 2011 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)
Equity compensation plans approved by
security holders 16,100,519
$34.99
16,903,013
Equity compensation plans not approved
by security holders -
-
-
Total 16,100,519 $34.99 16,903,013
The sections entitled “Security Ownership of Directors and Executive Officers” and “Beneficial Ownership” of our Definitive Proxy
Statement to be filed with the Commission on or before April 29, 2012 in connection with our 2012 Annual Meeting of Stockholders
are incorporated herein by reference.
ITEM 13. – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The sections entitled “Corporate Governance” and “Certain Relationships and Related-Person Transactions” of our Definitive Proxy
Statement to be filed with the Commission on or before April 29, 2012 in connection with our 2012 Annual Meeting of Stockholders
are incorporated herein by reference.
ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES
The section entitled “Principal Accountant Fees and Services” of our Definitive Proxy Statement to be filed with the Commission on
or before April 29, 2012 in connection with our 2012 Annual Meeting of Stockholders is incorporated herein by reference.