UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2024
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| MN | 1-7945 | 41-0216800 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | | | | | | |
| 801 S. Marquette Ave., Minneapolis, MN | | 55402-2807 |
| (Address of principal executive offices) | (Zip Code) |
(651) 483-7111
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common stock, par value $1.00 per share | DLX | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual shareholders' meeting on April 25, 2024. 38,029,241 shares were represented (86.4% of the 44,028,722 shares outstanding and entitled to vote at the meeting). Three items were considered at the meeting, and the results of the voting were as follows:
(1) Election of Directors:
Shareholders were asked to elect eight directors to hold office until the 2025 annual meeting of shareholders. The nominees for director and the results of the voting were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For | | Withheld | | Broker non-vote |
| William C. Cobb | | 34,020,098 | | | 1,687,236 | | | 2,321,907 | |
| Paul R. Garcia | | 34,666,438 | | | 1,040,896 | | | 2,321,907 | |
| Cheryl E. Mayberry McKissack | | 31,384,383 | | | 4,322,951 | | | 2,321,907 | |
| Barry C. McCarthy | | 34,997,474 | | | 709,860 | | | 2,321,907 | |
| Thomas J. Reddin | | 33,729,321 | | | 1,978,013 | | | 2,321,907 | |
| Martyn R. Redgrave | | 33,623,603 | | | 2,083,731 | | | 2,321,907 | |
| John L. Stauch | | 35,029,165 | | | 678,169 | | | 2,321,907 | |
| Telisa L. Yancy | | 34,822,631 | | | 884,703 | | | 2,321,907 | |
(2) A non-binding resolution to approve the compensation of the named executive officers, as described in the proxy statement filed in connection with the annual meeting:
| | | | | | | | |
| For | | 23,798,765 | |
| Against | | 11,715,335 | |
| Abstain | | 193,234 | |
| Broker non-vote | | 2,321,907 | |
(3) Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024:
| | | | | | | | |
| For | | 37,115,922 | |
| Against | | 789,224 | |
| Abstain | | 124,095 | |
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit
Number | | Description |
| 101.INS | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | | XBRL Taxonomy Extension Schema Document |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 29, 2024
| | | | | | | | |
| DELUXE CORPORATION | |
| | |
| /s/ Jeffrey L. Cotter | |
| | |
| Jeffrey L. Cotter | |
| Senior Vice President, Chief | |
| Administrative Officer and | |
| General Counsel | |
