Deluxe Corp Files Proxy Statement for Shareholder Meeting

TL;DR

Deluxe Corp proxy statement out - vote on directors & pay.

AI Summary

Deluxe Corporation filed a Definitive Proxy Statement (DEFA14A) on April 9, 2024, to solicit proxies from its shareholders. The filing details the company's governance and upcoming shareholder matters, including the election of directors and executive compensation. Shareholders are being asked to vote on proposals at the upcoming annual meeting.

Why It Matters

This filing provides shareholders with crucial information about the company's leadership, executive pay, and voting matters, enabling them to make informed decisions at the annual meeting.

Risk Assessment

Risk Level: low — This is a standard proxy filing providing information to shareholders and does not inherently present new financial risks.

Key Players & Entities

• Deluxe Corporation (company) — Registrant
• 801 S. MARQUETTE AVE. (company) — Business Address
• MINNEAPOLIS (company) — Business City
• MN (company) — Business State
• 55402 (company) — Business Zip
• 6514837111 (company) — Business Phone
• DELUXE CHECK PRINTERS INC (company) — Former Company Name

FAQ

Key Financial Figures

• $2.207 billion — the Committee's 2023 revenue target of $2.207 billion reflected a 1% growth goal. As set out
• $2.186 b — ur 2022 non-GAAP reconciled revenue was $2.186 billion, reflecting an adjustment of $52
• $52 million — 86 billion, reflecting an adjustment of $52 million for business exits. Actual 2023 perform
• $15 m — performance fell short of the target by $15 million, and the resulting revenue perfor
• $404 m — conciled comparable adjusted EBITDA was $404 million, reflecting an adjustment of $14
• $14 million — 04 million, reflecting an adjustment of $14 million for business exits. Actual 2023 EBITDA
• $417 m — al 2023 EBITDA performance achieved was $417 million, reflecting growth of 3% on a com

Filing Documents

• tm2411389d1_defa14a.htm (DEFA14A) — 21KB
• tm2411389d1_defa14aimg001.jpg (GRAPHIC) — 13KB
• tm2411389d1_defa14aimg003.jpg (GRAPHIC) — 1KB
• tm2411389d1_defa14aimg004.jpg (GRAPHIC) — 7KB
• 0001104659-24-045010.txt ( ) — 53KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Deluxe Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) by Exchange Act Rules 14a6(i)(l) and 0-11 April 9, 2024 Dear Deluxe shareholders: Deluxe Corporation (referred to as Deluxe, we, or the Company) is providing the following supplemental information regarding the Compensation Discussion and Analysis (CD&A) included in the Company's proxy the Proxy Statement and the additional information set forth in this supplement, on behalf of the Board of Directors and the Board's Compensation and Talent Committee (the Committee), we are reaffirming our recommendation that you vote "FOR" Proposal 2 — the advisory vote to approve the compensation of our named executive officers . In summary, this supplemental filing adds the following key insights to the CD&A: · Financial reconciliation showing the target metrics for our 2023 annual cash incentive plan (AIP) were set at a level that required year-over-year growth of our continuing business; and · Rationale for the increase in our CEO's 2023 long-term equity incentive grant, and a commitment that his target compensation, including base salary, target cash incentive, and long-term equity, will not increase in 2024. This supplemental information further highlights how the Committee structures our compensation programs to motivate effective executive performance aligned with the interests of our shareholders. In keeping with our pay for performance philosophy, the Committee designed our compensation program to ensure that the realized value our executives receive is closely aligned with Company performance. When making compensation decisions for our NEOs, the Committee's approach is focused on linking executive compensation to Company performance while utilizing both peer company comparators and salary survey data. To support our business growth and talent strategy, we incorporate multiple inputs when making compensation decisions, rather than applying a strictly formulaic approach, and consider a variety of factors particular to each executive's situation, including our firsthand experience with the competition for recruiting and retaining executives and comparative market data, among other factors. The Committee generally targets each element of compensation in the median range of our competitive market, adjusted for the Company's size. The Committee designs the executive pay mix to ensure that a significant percentage of total direct compensation is performance-based, with a mix of annual and long-term incentive awards, and the components of our 2023 compensation package included base salary, annual cash incentives, long-term equity incentives and retirement benefits. The performance metrics for our 2023 AIP were set at a level that required year-over-year growth of our continuing business. The AIP is designed to reward achievement of specified financial performance goals that we consider important contributors to shareholder value and that are generally based on our Annual Operating Plan. The targets set for the 2023 AIP reflect the recent divestitures that have been made in furtherance of our strategic plan, and as recently described in our Form 10-K: " During the past 2 years, we made strategic decisions to exit certain of our businesses. During 2022, we sold our Data Solutions Australian web hosting business, as well as our Promotional Solutions strategic sourcing and retail packaging businesses. During 2023, we sold our North American web hosting and logo design businesses, completing our exit from the web hosting space. Also during 2023, we executed agreements to exit our Payments payroll and human resources services business by allowing for the conversion of our U.S. and Canadian customers to other service providers. We expect these conversions will be completed during 2024 ." After reducing 2022 revenue for business exits, the Committee's 2023 revenue target of $2.207 billion reflected a 1% growth goal. As set out in Annex A to the Proxy Statement, our 2022 non-GAAP reconciled revenue was $2.186 billion, reflecting an adjustment of $52 million for business exits. Actual 2023 performance fell short of the target by $15 million, and the resulting revenue performance p

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