Deluxe Corp Files Definitive Proxy Statement (DEF 14A)

Ticker: DLX · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 27996

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Deluxe Corp, SEC Filing, Corporate Governance

TL;DR

<b>Deluxe Corp has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

DELUXE CORP (DLX) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Deluxe Corp filed a DEF 14A with the SEC on March 11, 2024, for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Previous fiscal years reported include 2022, 2021, and 2020. The company's principal executive offices are located at 801 S. Marquette Ave., Minneapolis, MN 55402. Deluxe Corp was formerly known as Deluxe Check Printers Inc. until June 8, 1988.

Why It Matters

For investors and stakeholders tracking DELUXE CORP, this filing contains several important signals. This filing is a standard regulatory requirement for public companies, providing shareholders with information regarding corporate governance, executive compensation, and matters to be voted on at shareholder meetings. The detailed breakdown of equity awards granted, vested, and unvested over multiple years provides insight into the company's long-term incentive strategies and potential future dilution.

Risk Assessment

Risk Level: low — DELUXE CORP shows low risk based on this filing. The filing is a routine DEF 14A, containing standard disclosures and no immediate financial or operational red flags.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did DELUXE CORP file this DEF 14A?

DELUXE CORP filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DELUXE CORP (DLX).

Where can I read the original DEF 14A filing from DELUXE CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DELUXE CORP.

What are the key takeaways from DELUXE CORP's DEF 14A?

DELUXE CORP filed this DEF 14A on March 11, 2024. Key takeaways: Deluxe Corp filed a DEF 14A with the SEC on March 11, 2024, for the fiscal year ending December 31, 2023.. The filing covers the period from January 1, 2023, to December 31, 2023.. Previous fiscal years reported include 2022, 2021, and 2020..

Is DELUXE CORP a risky investment based on this filing?

Based on this DEF 14A, DELUXE CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, containing standard disclosures and no immediate financial or operational red flags.

What should investors do after reading DELUXE CORP's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does DELUXE CORP compare to its industry peers?

Deluxe Corp operates in the business services sector, historically focused on check printing and related financial documents, and has diversified into marketing and digital solutions.

Are there regulatory concerns for DELUXE CORP?

As a public company, Deluxe Corp is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) detailing corporate actions and shareholder matters.

Industry Context

Deluxe Corp operates in the business services sector, historically focused on check printing and related financial documents, and has diversified into marketing and digital solutions.

Regulatory Implications

As a public company, Deluxe Corp is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) detailing corporate actions and shareholder matters.

What Investors Should Do

  1. Review the detailed breakdown of equity awards to assess potential dilution and executive incentive alignment.
  2. Examine any proposals presented for shareholder vote to understand their potential impact on the company's operations or governance.
  3. Note the company's historical name change from Deluxe Check Printers Inc. for context on its business evolution.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A for the fiscal year ending 2023, following previous filings for fiscal years 2022, 2021, and 2020.

Filing Stats: 4,485 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-03-11 10:05:36

Key Financial Figures

Filing Documents

: Election of Directors

Item 1: Election of Directors 12 Board Structure and Governance 16 Stock Ownership and Reporting 25

Executive Compensation

Executive Compensation 27 Compensation Tables 40

: Advisory Vote to Approve the Compensation of Named Executive Officers

Item 2: Advisory Vote to Approve the Compensation of Named Executive Officers 51

: Ratification of the Appointment of Independent Registered Public Accounting Firm

Item 3 : Ratification of the Appointment of Independent Registered Public Accounting Firm 52 Shareholder Proposals 54 Other Business 54 Annual Report to Shareholders and Form 10-K 54 Annex A 55 Proxy Summary This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the entire Proxy Statement carefully before you vote. 2024 Annual Meeting Information Date and Time: Thursday, April 25, 2024, at 3:00 p.m. Central Daylight Saving Time Place: Online at www.virtualshareholdermeeting.com/DLX2024 Approximate Mail Date: Monday, March 11, 2024 Record Date: Monday, February 26, 2024 Summary of Shareholder Voting Matters Agenda Item Board's Recommendation Page Reference Election of directors FOR EACH NOMINEE Page 12 Advisory vote to approve the compensation of our named executive officers FOR Page 51 Ratification of PricewaterhouseCoopers as our independent registered public accounting firm FOR Page 52 Our Director Nominees Name Age Director since Independent Other current public company boards William C. Cobb 67 2020 Yes 1 Paul R. Garcia 71 2020 Yes 2 Cheryl E. Mayberry McKissack 68 2000 Yes 0 Barry C. McCarthy 60 2018 No 0 Thomas J. Reddin 63 2014 Yes 2 Martyn R. Redgrave 71 2001 Yes 0 John L. Stauch 59 2016 Yes 1 Telisa L. Yancy 57 2021 Yes 0 Corporate Governance Highlights Diverse Board Leadership Annual Director Elections Annual Board and Committee Evaluation Process Stock Ownership Guidelines for Executive Officers and Directors Regular Executive Sessions of Independent Directors ESG Oversight No Poison Pill Corporate Governance Guidelines Stock Hedging and Pledging Policies 1 Nominee Board Composition 25% Female Representation >35% Ethnic/Racial Diversity Key Director Qualifications Executive leadership Payments expertise Public company board experience Transformation experience Financial and accounting expertise Management of large complex

Executive Compensation Summary

Executive Compensation Summary We have an employment agreement with Barry C. McCarthy, our President and CEO. The table below describes components of his 2023 compensation package, including 2023 compensation actions that are specific to him. Element Key Features Base Salary 2023 annual base salary changed April 1, 2023, from $925,000 to $950,000, in line with the increases generally provided to our employees Annual Incentive Plan Target annual incentive payout for 2023 was $1,132,500, or 120% of actual base salary Actual annual incentive payout for 2023 was $1,228,763, or 108.5% of target Long-Term Equity Incentives For 2023, the target value of the long-term equity incentive award was $5.5 million (a 50/50 mix of restricted stock units (RSUs) and performance share units (PSUs)), an increase from $4.5 million in 2022 in recognition of continued operating success and alignment with competitive market practice Long-Term Disability Plan Supplemental long-term disability insurance policy that restores benefits lost due to a salary cap that applies to our broad-based employee long-term disability plan, in which Mr. McCarthy also participates The table below describes the components of the 2023 compensation package for our NEOs generally. Element Objectives Key Features Base Salary Provides competitive pay to attract and retain experienced and successful executives with the requisite experience to drive significant growth Base salary is targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data Annual Incentive Plan Encourages and rewards valuable contributions to our annual financial and operational performance objectives Rewards high performance and achievement of annual corporate goals Annual incentive is targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data Awarded based on the following goals: 30% enterprise/business unit adjusted reven

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