Form 8-K - Current report

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): August 13, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2024, the Board of Directors (the “Board”) of Deluxe Corporation (the “Company”) unanimously elected Angela L. Brown to the Board to serve for a term ending at the 2025 Annual Meeting of the Shareholders. The Board has determined that Ms. Brown qualifies as an independent director under the listing standards of the New York Stock Exchange and the Company’s director independence standards, as adopted by the Board. Ms. Brown will serve on the Audit and Finance Committee and the Corporate Governance Committee of the Board.

Ms. Brown offers the Company a wealth of experience in the financial technology industry, including serving for ten years, until May 2023, as the President and CEO of Moneris Solutions Corporation, a Canadian merchant services company specializing in payment processing. Moneris is a joint venture privately owned by the Royal Bank of Canada and Bank of Montreal. Ms. Brown previously served as Group Executive, Enterprise Development, Merchants & Acceptance, for MasterCard Worldwide, and held multiple senior banking positions at both Fifth Third Bank in Cincinnati and Canadian Imperial Bank of Commerce in Toronto. Since 2016, Ms. Brown has served as a non-executive director of Altus Group (TSX: AIF), where she chairs the Human Resources and Compensation Committee. Ms. Brown holds an MBA from the Schulich School of Business and a Bachelor of Arts degree from the University of Toronto. She is a graduate of the NACD Director Professionalism Course, the Rotman School of Management's Financial Literacy Program and holds a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute/Carnegie Mellon University.

Ms. Brown’s compensation for Board service will be prorated, calculated consistent with the arrangements described in the Company’s definitive proxy statement filed on March 11, 2024, under “Non-Employee Director Compensation.” In connection with her election to the Board, Ms. Brown received restricted stock units on August 13, 2024, with a grant date fair value of approximately $120,000, which will vest on the first anniversary of the grant date.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Ms. Brown to the Board is furnished herewith as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release, dated August 15, 2024, of Deluxe Corporation
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: August 15, 2024


			DELUXE CORPORATION

			/s/ Jeffrey L. Cotter

			Jeffrey L. Cotter
			Senior Vice President, Chief
			Administrative Officer and
			General Counsel

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:


Brian Anderson, VP, Strategy & Investor Relations						Keith Negrin, VP, Communications
651-447-4197						612-669-1459
brian.anderson@deluxe.com						keith.negrin@deluxe.com

Angela L. Brown Elected to Deluxe Board of Directors

MINNEAPOLIS – (BUSINESS WIRE) – August 15, 2024 — Deluxe (NYSE: DLX), a trusted Payments and Data company, has announced the election of Angela L. Brown to its Board of Directors. She will serve on the Audit and Finance Committee and the Corporate Governance Committee.

Ms. Brown served for ten years, until May 2023, as the President and CEO of Moneris Solutions Corporation, a Canadian merchant services company specializing in payment processing. She previously served as Group Executive, Enterprise Development, Merchants & Acceptance, for MasterCard Worldwide, and held multiple senior banking positions at both Fifth Third Bank in Cincinnati and Canadian Imperial Bank of Commerce in Toronto.

“Angela brings a wealth of experience to Deluxe, particularly in the merchant services space,” said Barry McCarthy, President and CEO of Deluxe. “Her leadership and guidance as we continue to expand our offerings and reach will prove invaluable.”

“Angela Brown’s experience and expertise is an ideal fit for our board as we continue to grow our merchant services business,” said Cheryl Mayberry McKissack, Chair of the Deluxe Board of Directors. “Her roles with both Moneris and MasterCard provide unique perspective on the merchant industry, and we are excited to welcome her to the Deluxe team.”

“With the acquisition of First American Payments Systems in 2021 – now Deluxe Merchant Services – Deluxe became a major player in the merchant space, expanding its already impressive footprint in digital payments and acceptance,” Brown said. “I am honored and humbled to join the board of this vibrant organization to help lend my experience as it continues to grow and evolve.”

Since 2016, Ms. Brown has served as a non-executive director of Altus Group, where she chairs the Human Resources and Compensation Committee. She also recently completed her term as chair of TechNation, a non-profit association of major technology firms operating in Canada, championing digital economy and evolution.

Ms. Brown holds an MBA from the Schulich School of Business and a Bachelor of Arts degree from the University of Toronto. She is a graduate of the NACD Director Professionalism Course, the Rotman School of Management's Financial Literacy Program and holds a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute/Carnegie Mellon University.

# # #

About Deluxe Corporation

Deluxe, a trusted Payments and Data company, champions business so communities thrive. Our solutions help businesses pay, get paid, and grow. For more than 100 years, Deluxe customers have relied on our solutions and platforms at all stages of their lifecycle, from start-up to maturity. Our powerful scale supports millions of small businesses, thousands of vital financial institutions and hundreds of the world’s largest consumer brands, while processing more than $2 trillion in annual payment volume. Our reach, scale and distribution channels position Deluxe to be our customers’ most trusted business partner. To learn how we can help your business, visit us at www.deluxe.com.

Document and Entity Information Document	Aug. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 13, 2024
Entity Registrant Name	DELUXE CORPORATION
Entity Incorporation, State or Country Code	MN
Entity File Number	1-7945
Entity Tax Identification Number	41-0216800
Entity Address, Address Line One	801 S. Marquette Ave.
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55402-2807
City Area Code	651
Local Phone Number	483-7111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $1.00 per share
Trading Symbol	DLX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000027996
Amendment Flag	false