Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2022
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.
Deluxe Corporation held its annual shareholders' meeting on April 27, 2022. 37,934,048 shares were represented (88.5% of the 42,855,477 shares outstanding and entitled to vote at the meeting). Four items were considered at the meeting, and the results of the voting were as follows:
(1) Election of Directors:
Shareholders were asked to elect nine directors to hold office until the 2023 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
35,256,914
393,720
2,283,414
Paul R. Garcia
34,894,852
755,782
2,283,414
Cheryl E. Mayberry McKissack
33,726,927
1,923,707
2,283,414
Barry C. McCarthy
35,160,987
489,647
2,283,414
Don J. McGrath
33,943,189
1,707,445
2,283,414
Thomas J. Reddin
34,591,732
1,058,902
2,283,414
Martyn R. Redgrave
33,854,699
1,795,935
2,283,414
John L. Stauch
35,083,011
567,623
2,283,414
Telisa L. Yancey
35,284,075
366,559
2,283,414
(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
29,449,167
Against
6,106,597
Abstain
94,870
Broker non-vote
2,283,414
(3) Approval of the Deluxe Corporation 2022 Stock Incentive Plan:
For
30,752,314
Against
4,844,769
Abstain
53,551
Broker non-vote
2,283,414
(4) Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022:
For
37,178,462
Against
663,966
Abstain
91,620
2
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
Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)
3
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.
