Deluxe Corp Proxy Statement Filed
Ticker: DLX · Form: DEFA14A · Filed: Apr 16, 2024 · CIK: 27996
Sentiment: neutral
Topics: proxy-statement, governance, shareholder-meeting
Related Tickers: DLX
TL;DR
Deluxe Corp proxy statement is out - vote on directors & auditors.
AI Summary
Deluxe Corporation filed a Definitive Proxy Statement (DEFA14A) on April 16, 2024, for its annual shareholder meeting. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders. Key information includes the board of directors' recommendations and details on the election of directors and ratification of the independent registered public accounting firm.
Why It Matters
This filing provides shareholders with crucial information to make informed voting decisions on company leadership and important corporate matters at the upcoming annual meeting.
Risk Assessment
Risk Level: low — This is a standard proxy filing providing information to shareholders and does not inherently represent a new risk to the company.
Key Players & Entities
- Deluxe Corporation (company) — Registrant
- 0001104659-24-047402.txt (document) — Filing identifier
- April 16, 2024 (date) — Filing date
FAQ
What is the purpose of this DEFA14A filing?
The purpose of this DEFA14A filing is to serve as a Definitive Proxy Statement, providing shareholders with information for voting at the company's annual meeting.
Who is the filer of this document?
The filer of this document is Deluxe Corporation.
When was this filing submitted to the SEC?
This filing was submitted to the SEC on April 16, 2024.
What is the company's fiscal year end?
Deluxe Corporation's fiscal year ends on December 31.
What is the company's address?
Deluxe Corporation's business and mailing address is 801 S. Marquette Ave., Minneapolis, MN 55402.
Filing Stats: 1,084 words · 4 min read · ~4 pages · Grade level 16.2 · Accepted 2024-04-15 19:42:42
Key Financial Figures
- $10,375,485 — Poor's Capital IQ. Performance went up $10,375,485 $7,536,719 2022 2023 Deluxe CEO Pay Sou
- $7,536,719 — tal IQ. Performance went up $10,375,485 $7,536,719 2022 2023 Deluxe CEO Pay Source: Deluxe
- $1 million — term incentive target was increased by $1 million in 2023 to recognize ongoing leadership
- $4.5 — formance and shareholder value creation $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A
- $5.5 — nce and shareholder value creation $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A B C D
- $5.0 — shareholder value creation $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A B C Deluxe 20
- $10.0 — holder value creation $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A B C Deluxe 2022 D D
- $15.0 — value creation $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A B C Deluxe 2022 D Deluxe
- $20.0 — creation $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A B C Deluxe 2022 D Deluxe 2023 E
- $25.0 — ion $4.5 $5.5 $- $5.0 $10.0 $15.0 $20.0 $25.0 A B C Deluxe 2022 D Deluxe 2023 E F G H
- $7.4 million — ong - term Incentive Value Peer Median: $7.4 million +$1.0 million Source: FW Cook analysis
- $1.0 million — entive Value Peer Median: $7.4 million +$1.0 million Source: FW Cook analysis presented to t
Filing Documents
- tm2411562d2_defa14a.htm (DEFA14A) — 20KB
- tm2411562d2_defa14aimg001.jpg (GRAPHIC) — 14KB
- tm2411562d2_defa14aimg002.jpg (GRAPHIC) — 7KB
- tm2411562d2_defa14aimg003.jpg (GRAPHIC) — 59KB
- tm2411562d2_defa14aimg004.jpg (GRAPHIC) — 209KB
- tm2411562d2_defa14aimg005.jpg (GRAPHIC) — 87KB
- tm2411562d2_defa14aimg006.jpg (GRAPHIC) — 159KB
- tm2411562d2_defa14aimg007.jpg (GRAPHIC) — 153KB
- tm2411562d2_defa14aimg008.jpg (GRAPHIC) — 164KB
- tm2411562d2_defa14aimg009.jpg (GRAPHIC) — 25KB
- 0001104659-24-047402.txt ( ) — 1227KB
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 15, 2024 Dear Deluxe shareholders: Deluxe Corporation (“Deluxe” or the “Company”) is providing the following supplemental information r egarding the Compensation Discussion and Analysis included in the Company’s proxy statement (the “Proxy Statement”) for the 2024 Annual Meeting of Stockholders to be held on April 25, 2024. Based on the factors described in 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 . We strongly encourage our shareholders to vote “FOR” the advisory vote on executive compensation in accordance with the recommendation of our Board of Directors . On behalf of the Board and the entire Deluxe team, we thank you for your continued investment in Deluxe, and we thank you for your continued support through our transformation to a modern payments and data company. Sincerely, Paul R. Garcia Compensation and Talent Committee Chair 2024 Deluxe Corporation Shareholder Engagement April 15, 2024 2 Significant investments transforming Deluxe since 2019 Strategically divested certain businesses to focus growth on Payments and Data Prior to 2020 - divested affinity, rewards, and search businesses 2022 – divested Promotional Solutions strategic sourcing and retail packaging businesses, as well as Australian webhosting business 2023 – divested North American web hosting and logo design lines of business and executed agreements to exit our payroll and human resources services business In 2023, implemented North Star with the goal of accelerating shareholder value by expanding EBITDA growth trajectory, driving increased free cash flow, paying down debt, and improving our leverage ratio Realigned organizational structure to better reflect our portfolio mix and offerings and will be updating our reportable segments to correspond with these changes 2023 was third consecutive year of organic growth, and adjusted EBITDA grew faster than revenue Transformation driving shareholder value We drove above - market shareholder returns in 2023 Source: Standard & Poor's Capital IQ. Reflects 1 - year total shareholder return effective 12/31/2023 for Deluxe and the 2023 peer group, excluding acquired peers. Peer Median, S&P 500, Russell 3000 3 In 2023, TSR improved, while CEO total compensation decreased 2023 CEO compensation relative to TSR - 44% 35% 2022 2023 Deluxe TSR Performance Source: Deluxe's 1 - year total shareholder return for years 2022 and 2023 as reported by Standard & Poor's Capital IQ. Performance went up $10,375,485 $7,536,719 2022 2023 Deluxe CEO Pay Source: Deluxe 2024 proxy statement. Represents CEO's total compensation as reported in the Summary Compensation Table. CEO pay went down 4 2023 AIP program was largely based on pre - set financial targets, each of which was set above 2022, excluding divestitures 2023 AIP performance metrics required year - over - year growth of continuing business 2022 Actual 2023 Target 2023 enterprise revenue and adjusted EBITDA targets were 1% above the 2022 actual results on a comparable adjusted basis Comparable Adjusted Basis 2023 AIP targets are set to reflect our continuing business operations (Annual Operating Plan) 2022 Actual 2023 Target Sale of Aus. web hosting, Promotional Solutions strategic sourcing, and retail packaging businesses Sale of North American web hosting and logo design businesses No arbitrary increase or decrease to target bonus opportunities based on M&A activity Avoids incentivizing bad behavior Proceeds from these divestitures/exits contributed to the reduction of overall debt levels Achievement relative to required targets resulted in 2023 enterprise payouts of 108.5% Outcome demonstrates pay - for - performance alignment 5 50% of long - term incentives are performance - based (PSUs) PSUs