o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule |
þ | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §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) |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
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Date Filed: |
Deluxe Corporation 3680 Victoria Street N. Shoreview, MN 55126-2966 P.O. Box 64235 St. Paul, MN 55164-0235 www.deluxe.com |
1. | To elect | ||
2. | To cast an advisory (non-binding) vote on the compensation of our Named Executive Officers (a “Say-on-Pay” vote). |
3. | To consider and act upon a proposal to approve the Deluxe Corporation 2012 Annual Incentive Plan so that Deluxe can treat payments under this plan as tax-deductible performance-based compensation for U.S. federal income tax purposes. |
4. | To consider and act upon a proposal to approve the Deluxe Corporation 2012 Long-Term Incentive Plan. |
5. | To consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, | |
6. | To take action on any other business that may properly come before the meeting and any adjournment thereof. |
BY ORDER OF THE BOARD OF DIRECTORS | ||||
Anthony C. Scarfone Corporate Secretary | ||||
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Board Role in Risk Oversight | 20 | |||||
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ITEM 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS (referred to as “Say-on-Pay”) | 24 | ||||||
Compensation Discussion and Analysis | 24 | ||||||
Compensation Committee Report | 35 | ||||||
Executive Compensation Tables | 36 | ||||||
Summary Compensation Table | 37 | ||||||
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Deferred Compensation Plan | 43 | ||||||
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Audit Committee Report | 60 | ||||||
Fees Paid to Independent Registered Public Accounting Firm | 61 | ||||||
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APPENDIX A – DELUXE CORPORATION 2012 ANNUAL INCENTIVE PLAN | 64 | ||||||
APPENDIX B – DELUXE CORPORATION 2012 LONG-TERM INCENTIVE PLAN | 71 |
· | Elect | ||
Cast an advisory (non-binding) vote on the compensation of our Named Executive Officers (“Say-on-Pay”); |
· | Approve the 2012 Annual Incentive Plan; |
· | Approve the 2012 Long-Term Incentive Plan; and |
· | Ratify the appointment of PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting |
· | FOR the election of all of the nominees for director; | ||
FOR the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement; |
· | FOR approval of the 2012 Annual Incentive Plan; |
· | FOR approval of the 2012 Long-Term Incentive Plan; and |
· | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting firm for the fiscal year ending December 31, |
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· | FOR the election of all of the nominees for director; | ||
FOR the compensation of the Company’s Named Executive Officers; |
· | FOR approval of the 2012 Annual Incentive Plan; |
· | FOR approval of the 2012 Long-Term Incentive Plan; and |
· | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting firm for the fiscal year ending December 31, |
· | by sending a written notice of revocation to Deluxe’s Corporate Secretary; | ||
· | by submitting another properly signed proxy card at a later date to the Corporate Secretary; | ||
· | by submitting another proxy by telephone or | ||
· | by voting in person at the meeting. |
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Amount and Nature | ||||||||
of Beneficial | ||||||||
Name of Beneficial Owner | Ownership | Percent of Class | ||||||
Barclays1 | 6,863,688 | 13.42 | ||||||
Lee J. Schram2 | 453,043 | * | ||||||
Richard S. Greene3 | 64,529 | * | ||||||
Anthony C. Scarfone4 | 194,999 | * | ||||||
Terry D. Peterson5 | 38,291 | * | ||||||
Thomas Morefield6 | 38,117 | * | ||||||
Luann E. Widener7 | 177,579 | * | ||||||
Leanne E. Branham8 | 53,717 | * | ||||||
Ronald C. Baldwin9 | 8,585 | * | ||||||
Charles A. Haggerty10 | 53,795 | * |
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Amount and Nature | ||||||||
of Beneficial | ||||||||
Name of Beneficial Owner | Ownership | Percent of Class | ||||||
Isaiah Harris, Jr.11 | 16,936 | * | ||||||
Don J. McGrath12 | 13,693 | * | ||||||
Cheryl E. Mayberry McKissack13 | 18,675 | * | ||||||
Neil J. Metviner14 | 6,585 | * | ||||||
Stephen P. Nachtsheim15 | 48,315 | * | ||||||
Mary Ann O’Dwyer16 | 25,026 | * | ||||||
Martyn R. Redgrave17 | 29,346 | * | ||||||
All directors, nominees and executive officers as a group (19 persons)18 | 1,111,924 | 2.15 |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
BlackRock, Inc.1 40 East 52nd Street New York, NY 10022 | 6,535,341 | 12.86 | ||||||
FMR LLC (Fidelity) 2 82 Devonshire Street Boston, MA 02109 | 3,301,149 | 6.50 | ||||||
The Vanguard Group, Inc. 3 100 Vanguard Blvd. Malvern, PA 19355 | 2,762,682 | 5.43 | ||||||
First Trust Portfolios LP 4 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 2,548,275 | 5.00 | ||||||
Lee J. Schram5 | 906,315 | 1.75 | ||||||
Terry D. Peterson6 | 101,490 | * | ||||||
Anthony C. Scarfone7 | 224,446 | * | ||||||
Malcolm J. McRoberts8 | 54,487 | * | ||||||
Peter J. Godich9 | 55,266 | * | ||||||
Ronald C. Baldwin10 | 24,997 | * | ||||||
Charles A. Haggerty11 | 62,207 | * | ||||||
Don J. McGrath12 | 36,631 | * | ||||||
Cheryl E. Mayberry McKissack13 | 27,087 | * | ||||||
Neil J. Metviner14 | 17,997 | * | ||||||
Stephen P. Nachtsheim15 | 56,727 | * | ||||||
Mary Ann O’Dwyer16 | 48,244 | * | ||||||
Martyn R. Redgrave17 | 44,482 | * | ||||||
All directors, nominees and executive officers as a group (18 persons)18 | 1,826,459 | 3.50 |
1. | Based on a Schedule |
2. | Based on a Schedule 13G/A jointly filed by FMR LLC and Edward C. Johnson III, Chairman of FMR, with the Securities and Exchange Commission on February |
3. | Based on a Schedule 13G filed by |
4. | Based on a |
5. | Includes 727,999 shares receivable upon the exercise of options that are |
6. | Includes 81,341 shares receivable upon the |
7. | Includes 171,600 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within 60 days. |
8. | Includes 33,581 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within 60 days. |
9. | Includes 44,328 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within 60 days. |
10. | Includes 2,958 shares of |
11. | Includes | |
12. | Includes 2,958 shares of restricted stock, 2,000 shares held in trust and 16,634 restricted stock units received in lieu of director’s fees pursuant to the deferral option under the Director Plan. |
13. | Includes 1,000 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within 60 days, |
14. | Includes 2,958 shares of restricted stock. |
15. | Includes 1,000 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within 60 days, 2,958 restricted stock units received in lieu of an annual restricted stock grant, 3,582 shares held by the Nachtsheim Family Trust, 11,000 shares held in a Grantor Retained Annuity Trust and |
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16. | Includes |
17. | Includes |
18. | Includes | |
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RONALD C. BALDWIN | Age 65 |
Director since June 2007 | |
Vice Chairman (Retired), Huntington Bancshares Inc. | |
Mr. Baldwin served as Vice Chairman of Huntington Bancshares Inc., a regional bank holding company, from April 2001 until his retirement in December 2006. Mr. Baldwin was responsible for overseeing Huntington’s regional banking line of business, which provided both commercial and retail financial products and services through nearly 400 regional banking offices. Mr. Baldwin is a 35-year veteran of the banking and financial services industry. As such, he is able to provide Deluxe with unique insight into the challenges faced by financial institutions, particularly within the community bank sector, where the Company believes it has the opportunity to expand the business services and solutions offered to these financial institutions. The experience acquired by Mr. Baldwin throughout his career also makes him adept in offering counsel on matters related to financial and capital structure, all of which serve the needs of Deluxe and its shareholders as the Company seeks to maintain financial discipline while pursuing growth opportunities. |
CHARLES A. HAGGERTY | Age 70 |
Director since December 2000 | |
Chairman (Retired), Western Digital Corporation |
Mr. Haggerty was Chairman of the Board of Western Digital Corporation, a manufacturer of hard disk drives, from July 1993 until his retirement in June 2000. Mr. Haggerty was also Chief Executive Officer of Western Digital from July 1993 to January 2000, and was President from June 1992 to July 1993. Prior to joining Western Digital, Mr. Haggerty spent more than 28 years with IBM. Mr. Haggerty also serves as a director of Pentair, Inc., Imation Corp and LSI Corporation. Aside from Mr. Haggerty’s strong background in business operations and management, he is a seasoned public company director, having served for more than a decade on public company boards. During his tenure as a public company director, he has served on a range of board committees, including the audit committees of the boards of Imation Corp. and Pentair, Inc. and has served as a lead independent director, all of which allows him to bring a broad-based set of corporate governance perspectives and experience to the Deluxe Board. |
DON J. McGRATH | Age 63 |
Director since June 2007 | |
Managing Partner, Diamond Bear Partners, LLC |
Diamond Bear Partners, LLC is an investment company co-founded by Mr. McGrath in December 2009. At the end of 2009, Mr. McGrath retired as Chairman of BancWest Corporation, a $70 billion bank holding company serving nearly four million households and businesses. Mr. McGrath served as BancWest’s Chairman and CEO from January 2005 through December 2009, and as a director from 1998. Prior to becoming CEO, he served as BancWest’s President and Chief Operating Officer from November 1998 to December 2004. From May 2005 through December 2009, Mr. McGrath also served as Chairman of the Board of Bank of the West (a subsidiary of BancWest) and as CEO from 1996 to 2007. In 2008, he received a Presidential appointment to the President’s Council on Financial Literacy. He has nearly 40 years of experience in the banking and financial services industry, particularly within the large bank sector, enabling him to provide the Company with valuable insight into this important portion of Deluxe’s customer base. He also led BancWest through an era of significant growth and therefore is well-suited for the Deluxe Board as the Company continues to execute its transformational growth strategies. |
CHERYL E. MAYBERRY McKISSACK | Age 56 |
Director since December 2000 | |
President and Chief Executive Officer, Nia Enterprises, LLC |
Nia Enterprises, LLC is an on-line research and marketing consultancy specializing in digital initiatives, women and ethnic markets, which Ms. Mayberry McKissack founded in 2000. From November 1997 to November 2000, Ms. Mayberry McKissack served as Senior Vice President and General Manager of worldwide sales and marketing for Open Port Technology, Inc., a provider of Internet infrastructure messaging solutions. In 2005, she was named an Associate Adjunct Professor of Entrepreneurship at the Kellogg School of Business, Northwestern University. Ms. Mayberry McKissack also serves as a director of Private Bancorp, Inc. As a successful entrepreneur, Ms. Mayberry McKissack brings a unique perspective to the Board as the Company pursues its growth strategies within the Small Business Services segment. In addition, given that a key component of Deluxe’s strategy for growing this segment involves Internet-based marketing and e-commerce solutions, Ms. Mayberry McKissack’s experience in these areas is a valuable complement to the skills and experience she brings to the Board as a small business owner and operator. |
NEIL J. METVINER | Age 53 |
Director since June 2007 | |
Chief Marketing Officer, Output Services Group, Inc. |
Mr. Metviner joined Output Services Group, Inc. (“OSG”) in January of 2011. OSG provides invoice and statement printing and presentment services, emphasizing their use as marketing tools. Mr. Metviner is responsible for all marketing activities, organic growth initiatives and major account management. Prior to joining OSG, Mr. Metviner served in various executive capacities with Pitney Bowes, Inc., a global mailstream technology company serving one million businesses in North America and over two million customers worldwide. Mr. Metviner joined Pitney Bowes in 2000 as President of Pitney Bowes Direct, having management responsibility for serving the company’s U.S. small business customer base, together with various international markets. From September 2007 until leaving the company at the end of December 2009, Mr. Metviner assumed full oversight responsibility for the company’s European mailstream operations. As President of Pitney Bowes Direct, Mr. Metviner acquired extensive knowledge in marketing to, and otherwise serving, small business customers. This knowledge is particularly relevant to Deluxe’s strategic growth initiatives within the Small Business Services segment, from where it is expected that a significant portion of the Company’s growth will be derived. In addition, Mr. Metviner has spent more than 20 years in senior leadership positions responsible for new product development, management and marketing, all of which areas also are key components of Deluxe’s enterprise-wide growth strategies. |
STEPHEN P. NACHTSHEIM | Age 67 |
Director since November 1995 | |
Non-Executive Chairman of Deluxe and Vice President (Retired), Intel Corporation |
In November 2005, Mr. Nachtsheim was appointed Non-Executive Chairman of the Board of Deluxe. Prior to that, he served as the Board’s Lead Independent Director, a role he had assumed in December 2003. Mr. Nachtsheim was a Corporate Vice President of Intel Corporation, a designer and manufacturer of integrated circuits, microprocessors and other electronic components, and the co-director of Intel Capital from 1998 until his retirement in August 2001. He also serves as a director of the Menlo Park Fire Protection District in California, a public service position to which he was elected in 2009. Mr. Nachtsheim’s experience in the information technology area and in overseeing investments in product development initiatives is well-suited to Deluxe’s own transformational initiatives, many of which rely on the support of information technology. As the longest tenured member of the Deluxe Board, Mr. Nachtsheim also brings an historical perspective to the Board’s role in guiding strategic discussions. In addition, the Board believes Mr. Nachtsheim has been particularly effective in the role of Non-Executive Chairman, acting as a liaison between the Board and management, and mentor to the CEO. |
MARY ANN O’DWYER | Age 56 |
Director since October 2003 | |
Senior Vice President Finance and Operations and Chief Financial Officer, Wheels, Inc. |
Wheels, Inc. is a leading provider of fleet management services to Fortune 1000 companies, with more than 300,000 vehicles under management. Ms. O’Dwyer joined Wheels in 1991 and has served as Chief Financial Officer since 1994. As Senior Vice President Finance and Operations since 1999, she is also responsible for all Vehicle Operations and Customer Service functions. Ms. O’Dwyer also serves as a director of Wheels, Inc. and its parent company, Frank Consolidated Enterprises. In addition to the strong financial acumen and operational background she brings to the Board, Ms. O’Dwyer’s experience at Wheels has included analyzing the strength of a company’s financial condition, assessing credit risks, accessing capital markets, and implementing internal control systems and risk mitigation strategies. These qualifications serve Deluxe and its shareholders not only by helping to oversee the integrity of Deluxe’s financial statements, but also in supporting the Company’s strategies to ensure access to capital and in evaluating potential acquisition candidates as part of the Company’s growth strategies. |
MARTYN R. REDGRAVE | Age 59 |
Director since August 2001 | |
Executive Vice President and Chief Administrative Officer, Limited Brands, Inc. |
Mr. Redgrave has served as Executive Vice President and Chief Administrative Officer of Limited Brands, Inc., since March 2005, and also served as Chief Financial Officer from January 2006 to May 2007. Limited Brands is one of the world’s leading personal care, beauty, intimate apparel and apparel specialty retailers. Prior to joining Limited Brands, Mr. Redgrave served for eleven years as the Executive Vice President-Finance and Chief Financial Officer of Carlson Companies, Inc., a worldwide provider of hospitality, travel and marketing services. Also bringing extensive financial and accounting acumen to the Board, Mr. Redgrave’s background in overseeing the financial systems, operations and controls of complex business operations is particularly relevant to the work of the Deluxe Board. At Limited Brands, Mr. Redgrave has day-to-day involvement with matters similar to those encountered by Deluxe, such as financial reporting and controls, enterprise risk management, information technology systems, data management and protection, and access to capital markets. His background also includes M&A financial analysis, a continuing area of importance for Deluxe. |
LEE J. SCHRAM | Age 50 |
Director since May 2006 | |
Chief Executive Officer of Deluxe |
Mr. Schram became CEO of Deluxe Corporation on May 1, 2006. Prior to joining Deluxe, Mr. Schram served as Senior Vice President of NCR Corporation’s Retail Solutions Division, with responsibilities for NCR’s global retail store automation and point-of-sale solutions business, including development, engineering, marketing, sales, and support functions. Mr. Schram began his professional career with NCR Corporation in 1983, where he held a variety of positions of increasing responsibility that included both domestic and international assignments. From September 2000 to January 2002, he served as Chief Financial Officer for the Retail and Financial Group. Thereafter, he became Vice President and General Manager of Payment and Imaging Solutions in NCR’s Financial Services Division, a position he held until March 2003, when he became Senior Vice President of the Retail Solutions Division. He is the sole member of the Company’s management represented on the Board. |
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· | A majority of the Board must be comprised of independent directors, the current standards for which are discussed above under “Board Oversight and Director Independence.” | ||
As a general rule, non-employees should not be nominated for re-election to the Board after their 72nd birthday, | |||
· | A non-employee director who ceases to hold the employment position held at the time of election to the Board, or who has a significant change in position, should offer to resign. The Corporate Governance Committee will then consider whether the change of status is likely to impact the director’s qualifications and make a recommendation to the Board as to whether the resignation should be accepted. | ||
· | Management directors who terminate employment with Deluxe should offer to resign. The Board will then decide whether to accept the director’s resignation, provided that no more than one former CEO should serve on the Board at any one time. |
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● | Audit Committee; |
● | Compensation Committee; |
● | Corporate Governance Committee; and |
● | Finance Committee. |
Responsibilities | Number of meetings in 2011: 9 | ||
● | Appoints and replaces the independent registered public accounting firm, subject to ratification by our shareholders, and oversees the work of the independent registered public accounting firm. | ||
● | Pre-approves all auditing services and permitted non-audit services to be performed by the independent registered public accounting firm, including related fees. | Directors who serve on the committee: | |
● | Reviews and discusses with management and the independent registered public accounting firm our annual audited financial statements and recommends to the Board whether the audited financial statements should be included in Deluxe’s Annual Report on Form 10-K. | Martyn R. Redgrave, Chair Ronald C. Baldwin Cheryl E. Mayberry McKissack Mary Ann O’Dwyer |
● | Reviews and discusses with management and the independent registered public accounting firm our quarterly financial statements and the associated earnings news releases. | ||
● | Reviews and discusses with management and the independent registered public accounting firm significant reporting issues and judgments relating to the preparation of our financial statements, including the adequacy of internal controls. | ||
● | Reviews and discusses with the independent registered public accounting firm our critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, and other material written communications between the independent registered public accounting firm and management. | ||
● | Oversees the work of our internal auditors. | ||
● | Reviews the effectiveness of Deluxe’s legal and ethical compliance programs and maintains procedures for receiving, retaining and handling complaints by employees regarding accounting, internal controls and auditing matters. |
Responsibilities | Number of meetings in 2011: 5 | ||
● | Develops our executive compensation philosophy. | ||
● | Evaluates and recommends incentive compensation plans for executive officers and other key managers, and all equity-based compensation plans, and oversees the administration of these and other employee compensation and benefit plans. | Directors who serve on the committee: | |
● | Reviews and approves corporate goals and objectives relating to the CEO’s compensation, leads an annual evaluation of the CEO’s performance in light of those goals and objectives, and recommends to the Board the CEO’s compensation based on this evaluation. | Don J. McGrath, Chair Charles A. Haggerty Neil J. Metviner Stephen P. Nachtsheim | |
● | Reviews and approves other executive officers’ compensation. | ||
● | Establishes and certifies attainment of incentive compensation goals and performance measurements applicable to our executive officers. | ||
● | Considers shareholder advisory votes related to executive compensation and considers risk related to the design of the Company’s compensation programs. | ||
● | Retains and, in accordance with SEC requirements, determines the independence of consultants that assist in its activities. |
Responsibilities | Number of meetings in 2011: 4 | ||
● | Reviews and recommends the size and composition of the Board, including the mix of management and independent directors. | ||
● | Establishes criteria and procedures for identifying and evaluating potential Board candidates. | Directors who serve on the committee: | |
● | Reviews nominations received from the Board or shareholders, and recommends candidates for election to the Board. | Charles A. Haggerty, Chair Cheryl E. Mayberry McKissack, Don J. McGrath Stephen P. Nachtsheim | |
● | Establishes policies and procedures to ensure the effectiveness of the Board, including policies regarding term limits, review of qualifications of incumbent directors, and conflicts of interest. | ||
● | Establishes guidelines for conducting Board meetings. |
● | Oversees the annual assessment of the Board’s performance. | |
● | In consultation with the Compensation Committee, reviews and recommends to the Board the amount and form of all compensation paid to directors. | |
● | Recommends to the Board the size, composition and responsibilities of all Board committees. | |
● | Reviews and recommends candidates for key executive officer positions and monitors management succession plans. | |
● | Develops and recommends corporate governance guidelines, policies and procedures. |
Responsibilities | Number of meetings in 2011: 7 | ||
● | Evaluates acquisitions, divestitures and capital projects in excess of $5 million, and reviews other material financial transactions outside the scope of normal on-going business activity. | ||
● | Reviews and approves the Company’s annual financing plans, as well as credit facilities maintained by the Company. | Directors who serve on the committee: | |
● | Reviews and recommends policies concerning corporate finance matters, including capitalization, investment of assets and debt/equity guidelines. | Mary Ann O’Dwyer, Chair Ronald C. Baldwin Neil J. Metviner Martyn R. Redgrave | |
● | Reviews and recommends dividend policy and approves declarations of regular shareholder dividends. | ||
● | Reviews and makes recommendations to the Board regarding financial strategy and proposals concerning the sale, repurchase or split of Deluxe securities. | ||
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Compensation | Other Standing | |||||||||||||||||||||||
Audit Committee | Committee | Committees | ||||||||||||||||||||||
($) | ($) | ($) | Audit Committee ($) | Compensation Committee ($) | Other Standing Committees ($) | |||||||||||||||||||
Chair Retainer | 15,000 | 7,500 | 5,000 | 15,000 | 7,500 | 5,000 | ||||||||||||||||||
In-Person Meeting Attendance | 2,000 | 1,500 | 1,500 | 2,000 | 1,500 | 1,500 | ||||||||||||||||||
Telephonic Meeting Attendance | 1,000 | 750 | 750 | 1,000 | 750 | 750 |
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Fees Earned or Paid | Stock | Option | All Other | |||||||||||||||||
in Cash1 | Awards2 | Awards3 | Compensation4 | Total | ||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | |||||||||||||||
Ronald C. Baldwin | 72,250 | 93,395 | 0 | 3,293 | 168,938 | |||||||||||||||
Charles A. Haggerty | 71,750 | 62,668 | 663 | 1,977 | 137,058 | |||||||||||||||
Isaiah Harris, Jr. | 66,500 | 62,668 | 663 | 1,977 | 131,808 | |||||||||||||||
Cheryl E. Mayberry McKissack | 77,500 | 62,668 | 663 | 1,977 | 142,808 | |||||||||||||||
Don J. McGrath | 64,250 | 93,395 | 0 | 3,293 | 160,938 | |||||||||||||||
Neil J. Metviner | 64,250 | 93,395 | 0 | 3,293 | 160,938 | |||||||||||||||
Stephen P. Nachtsheim | 166,500 | 62,668 | 663 | 1,977 | 231,808 | |||||||||||||||
Mary Ann O’Dwyer | 78,000 | 62,668 | 663 | 1,977 | 143,308 | |||||||||||||||
Martyn R. Redgrave | 86,500 | 62,668 | 663 | 1,977 | 151,808 |
Name | Fees Earned or Paid in Cash 1 ($) | Stock Awards 2 ($) | Option Awards 3 ($) | All Other Compensation 4 ($) | Total ($) | |||||||||||||||
Ronald C. Baldwin | 73,000 | 79,984 | 0 | 3,151 | 156,135 | |||||||||||||||
Charles A. Haggerty | 64,750 | 79,984 | 0 | 3,151 | 147,885 | |||||||||||||||
Isaiah Harris, Jr. 5 | 31,000 | 0 | 0 | 933 | 31,933 | |||||||||||||||
Cheryl E. Mayberry McKissack | 74,250 | 79,984 | 0 | 3,151 | 157,385 | |||||||||||||||
Don J. McGrath | 70,250 | 79,984 | 0 | 3,151 | 153,385 | |||||||||||||||
Neil J. Metviner | 65,750 | 79,984 | 0 | 3,151 | 148,885 | |||||||||||||||
Stephen P. Nachtsheim | 162,750 | 79,984 | 0 | 3,151 | 245,885 | |||||||||||||||
Mary Ann O’Dwyer | 75,500 | 79,984 | 0 | 3,151 | 158,635 | |||||||||||||||
Martyn R. Redgrave | 88,000 | 79,984 | 0 | 3,151 | 171,135 |
1 | Under the | |
2 | Amounts in this column reflect the |
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3 | No options were granted to the non-employee directors in | |
4 | Amounts reflect dividends paid in |
5 | Mr. Harris retired from the Board effective as of April 27, 2011, the date of the 2011 annual meeting. |
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· | Our consolidated revenue increased over 1%, and we grew Small Business Services segment revenue over 6% |
· | Our cash flow from operations increased over 11% |
· | Our marketing and other services related revenue, an area of focus for growth, increased nearly 20% |
· | We delivered strong diluted earnings per share of $2.80 |
· | Our total shareholder return was just over 3% |
· | Providing performance-based pay through annual and long-term incentive opportunities that are based on the achievement of specific business objectives (i.e., | ||
· | Providing equity-based incentives that promote the creation of long-term shareholder value; | ||
· | Delivering a significant portion of total compensation through performance-based pay linked to financial results and shareholder return; and | ||
· | Ensuring that the Named Executive Officers hold meaningful equity stakes in Deluxe. |
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● | base salary; |
● | annual incentive plan; |
● | long-term incentives in the form of stock options and a multi-year cash performance plan; |
● | non-qualified deferred compensation plan; |
● | broad-based defined contribution retirement plan; and |
● | cash allowance program in lieu of perquisites. |
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· | Executing a long-term strategic plan to accelerate revenue growth and deliver an enhanced customer experience; |
· | Developing a leadership pipeline (including successors) and a high performing culture in a collaborative environment; and |
· | Improving business processes. |
Performance Level | Adjusted Operating Income | Adjusted Revenue | Percent of Target Award (%) |
Maximum | 108.8% of AOP | 104.1% of AOP | 200% |
Target | AOP | AOP | 100% |
Threshold | 90.0% of AOP | 94.5% of AOP | 50% |
Below Threshold | --- | --- | 0% |
Measures (Dollars in Thousands) | Target ($) | Actual ($) | Weighting (%) | Payout Percent (% of target) | ||||||||||||
Adjusted Operating Income | $ | 289,600 | $ | 286,999 | 26.7 | % | 97.8 | % | ||||||||
Adjusted Revenue | $ | 1,450,000 | $ | 1,417,595 | 40.0 | % | 91.9 | % | ||||||||
Enterprise Factors | --- | --- | 33.3 | % | 90.0 | % | ||||||||||
Blended Payout Percentage | --- | --- | --- | 92.8 | % |
Percent of | ||||||||||||
Adjusted Operating Income | Revenue | Target Award | ||||||||||
Performance Level | (50%) | (50%) | (%) | |||||||||
Maximum | 110% of plan | 103% of plan | 200 | |||||||||
Target | Operating Income plan | Revenue plan | 100 | |||||||||
Threshold | 90% of plan | 98% of plan | 50 | |||||||||
Below Threshold | 0 |
Target | Actual | Weighting | Payout Percent | |||||||||||||
Measures (Millions) | ($) | ($) | (%) | (% of target) | ||||||||||||
Adjusted Operating Income | 301.4 | 247.6 | 50 | 0 | ||||||||||||
Revenue | 1,583.3 | 1,468.7 | 50 | 0 | ||||||||||||
Blended Payout Percentage | 0 |
26
Performance Level | Adjusted Non-Check Revenue Mix Performance % | Payout % of Target Award Amount |
Maximum | 45% | 200% |
Target | 41% | 100% |
Threshold (minimum) | 37% | 75% |
● | Supporting and rewarding the achievement of Deluxe’s long-term business strategy and objectives; | ||
● | Encouraging decisions and behavior that will increase shareholder value; | ||
● | Reinforcing the pay-for-performance orientation of the overall executive compensation program; | ||
● | Allowing Deluxe to attract and retain key executive talent by providing competitive incentive and total compensation opportunities; and | ||
● | Promoting share ownership and facilitating achievement of the ownership guidelines. |
27
28
· | 34,792,130 shares “For” (or 95.03% of the shares voted); |
· | 1,690,330 shares “Against” (or 4.62% of the shares voted); and |
· | 129,725 shares “Abstain” (or 0.35% of the shares voted). |
29
MEMBERS OF THE COMPENSATION COMMITTEE | |
Don J. McGrath, Chair | |
Charles A. Haggerty | |
Neil J. Metviner | |
Stephen P. Nachtsheim |
30
31
Non-Equity Incentive | ||||||||||||||||||||||||||||||||
Stock | Option | Plan | All Other | |||||||||||||||||||||||||||||
Salary | Bonus1 | Awards2 | Awards3 | Compensation4 | Compensation5 | Total | ||||||||||||||||||||||||||
Name | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||
Lee J. Schram6 | 2008 | 780,000 | 0 | 526,667 | 788,418 | 0 | 164,942 | 2,260,027 | ||||||||||||||||||||||||
Chief Executive Officer | 2007 | 745,000 | 0 | 2,673,387 | 582,814 | 0 | 121,249 | 4,122,450 | ||||||||||||||||||||||||
2006 | 483,333 | 541,667 | 606,631 | 152,992 | 0 | 146,768 | 1,931,391 | |||||||||||||||||||||||||
Richard S. Greene7 | 2008 | 364,167 | 0 | 148,200 | 167,292 | 0 | 74,958 | 754,617 | ||||||||||||||||||||||||
Sr. Vice President & Chief | 2007 | 354,167 | 0 | 203,142 | 105,575 | 230,739 | 127,083 | 1,020,706 | ||||||||||||||||||||||||
Financial Officer | 2006 | 87,500 | 0 | 12,500 | 0 | 10,938 | 5,197 | 116,135 | ||||||||||||||||||||||||
Anthony C. Scarfone | 2008 | 332,500 | 0 | 122,205 | 170,614 | 0 | 71,538 | 696,857 | ||||||||||||||||||||||||
Sr. Vice President, General | 2007 | 320,000 | 0 | 404,116 | 132,793 | 145,962 | 85,026 | 1,087,897 | ||||||||||||||||||||||||
Counsel & Secretary | 2006 | 290,000 | 0 | 203,799 | 53,688 | 36,250 | 68,927 | 652,664 | ||||||||||||||||||||||||
Terry D. Peterson | 2008 | 294,873 | 0 | 59,730 | 64,684 | 0 | 49,273 | 468,560 | ||||||||||||||||||||||||
Vice President & Chief | 2007 | 282,200 | 0 | 152,426 | 47,917 | 147,083 | 53,447 | 683,073 | ||||||||||||||||||||||||
Accounting Officer | 2006 | 240,158 | 0 | 95,983 | 16,471 | 24,016 | 42,880 | 419,508 | ||||||||||||||||||||||||
Thomas L. Morefield8 | 2008 | 263,958 | 0 | 44,392 | 57,141 | 0 | 36,847 | 402,338 | ||||||||||||||||||||||||
Sr. Vice President, Financial Services | ||||||||||||||||||||||||||||||||
Luann E. Widener9 | 2008 | 294,833 | 0 | 308,033 | 431,098 | 0 | 628,646 | 1,662,610 | ||||||||||||||||||||||||
Retired | 2007 | 345,000 | 0 | 561,019 | 149,588 | 56,211 | 80,739 | 1,192,557 | ||||||||||||||||||||||||
Sr. Vice President & | 2006 | 304,948 | 0 | 194,808 | 61,485 | 38,119 | 67,718 | 667,078 | ||||||||||||||||||||||||
President — Financial Services & Small Business Segments | ||||||||||||||||||||||||||||||||
Leanne E. Branham10 Former Vice President of Fulfillment | 2008 | 97,254 | 0 | 20,561 | 142,682 | 0 | 424,812 | 685,309 |
Name | Year | Salary ($) | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | All Other Compensation4 ($) | Total ($) | |||||||||||||||||||||
Lee J. Schram Chief Executive Officer | 2011 2010 2009 | 805,000 785,000 785,000 | 0 0 0 | 1,018,960 918,182 465,617 | 1,468,283 803,114 719,809 | 19,845 81,915 153,615 | 3,312,088 2,588,211 2,124,041 | |||||||||||||||||||||
Terry D. Peterson5 Senior Vice President & Chief Financial Officer | 2011 2010 2009 | 364,167 335,000 303,333 | 182,559 185,054 127,559 | 322,420 275,041 46,365 | 153,251 82,276 36,460 | 54,280 63,794 44,800 | 1,076,677 941,165 558,517 | |||||||||||||||||||||
Anthony C. Scarfone Senior Vice President, General Counsel & Secretary | 2011 2010 2009 | 345,833 335,000 335,000 | 0 549,990 0 | 254,740 213,691 108,466 | 360,858 205,638 184,308 | 53,125 81,020 63,618 | 1,014,556 1,385,339 691,392 | |||||||||||||||||||||
Malcolm J.McRoberts6 Senior Vice President, Small Business Services | 2011 2010 2009 | 316,667 256,250 250,000 | 0 0 0 | 163,128 106,846 54,233 | 233,289 131,081 114,619 | 39,530 99,841 160,960 | 752,614 594,018 579,812 | |||||||||||||||||||||
Peter J. Godich Senior Vice President, Fulfillment | 2011 | 285,000 | 0 | 118,440 | 200,677 | 39,025 | 643,142 |
1 | ||
The amounts in this column reflect the For |
32
2011, restricted stock units were granted on January |
The 2010 stock award value for Mr. Scarfone reflects a restricted stock grant made under the Company’s Stock Incentive Plan in recognition of foregone value associated with previously awarded equity compensation. The 2010 grant vests over a period of two years, and is subject to forfeiture and/or clawback if Mr. Scarfone voluntarily terminates his employment or is terminated by the Company for cause prior to expiration of the two-year period. |
2 | The amounts in this column reflect the |
4 | A detailed description of the amounts listed in this column is contained in the |
5 | Mr. | |
33
6 | Mr. McRoberts changed positions on March 1, 2011 from Senior Vice President, Chief Information and Technology Officer to Senior Vice President, Small Business Services. |
Payments/ | Company | Dividends or | ||||||||||||||||||||||||||||||||||||||||||
Perks and Other | Accruals on | Contributions to | Earnings on Stock | |||||||||||||||||||||||||||||||||||||||||
Personal | Tax | Termination | Defined | or Option | ||||||||||||||||||||||||||||||||||||||||
Benefits1 | Reimbursement | Plans2 | Contribution Plans | Awards3 | Other4 | Total | ||||||||||||||||||||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | Perks and Other Personal Benefits1 ($) | Company Contributions to Defined Contribution Plans ($) | Dividends or Earnings on Stock or Option Awards2 ($) | Total ($) | |||||||||||||||||||||||||||||||||
Lee J. Schram | 0 | 0 | 0 | 16,100 | 126,842 | 22,000 | 164,942 | 11,270 | 8,575 | 0 | 19,845 | |||||||||||||||||||||||||||||||||
Richard S. Greene | 30,000 | 0 | 0 | 16,100 | 14,265 | 14,593 | 74,958 | |||||||||||||||||||||||||||||||||||||
Terry D. Peterson | 30,000 | 8,575 | 15,705 | 54,280 | ||||||||||||||||||||||||||||||||||||||||
Anthony C. Scarfone | 30,000 | 0 | 0 | 16,100 | 15,500 | 9,938 | 71,538 | 30,000 | 8,575 | 14,550 | 53,125 | |||||||||||||||||||||||||||||||||
Terry D. Peterson | 20,000 | 0 | 0 | 16,100 | 4,695 | 8,478 | 49,273 | |||||||||||||||||||||||||||||||||||||
Thomas L. Morefield | 10,000 | 0 | 0 | 16,100 | 4,454 | 6,293 | 36,847 | |||||||||||||||||||||||||||||||||||||
Luann E. Widener | 25,000 | 0 | 534,783 | 16,100 | 18,004 | 34,759 | 628,646 | |||||||||||||||||||||||||||||||||||||
Leanne E. Branham | 10,000 | 0 | 393,248 | 4,746 | 2,063 | 14,755 | 424,812 | |||||||||||||||||||||||||||||||||||||
Malcolm J. McRoberts | 30,000 | 8,575 | 955 | 39,530 | ||||||||||||||||||||||||||||||||||||||||
Peter J. Godich | 30,000 | 8,575 | 450 | 39,025 |
1 | Amounts | |
2 | ||
Amounts reflect dividends and dividend equivalents paid on restricted stock and restricted stock units, respectively. Dividend equivalents are paid at the same rate and at the same time as regularly declared dividends. | ||
34
All Other Stock | All Other Option Awards: | Grant Date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Awards: | Number of | Exercise or | Fair Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Possible Payouts Under | Estimated Possible Payouts Under Equity | Number of | Securities | Base | of Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards1 | Incentive Plan Awards1 | Shares of | Under-lying | Price of | and Option | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Options3 | Option | Awards4 | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards 1 | Estimated Possible Payouts Under Equity Incentive Plan Awards 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | ($) | ($) | ($) | ($) | ($) | ($) | Units (#)2 | (#) | Awards ($/Sh) | ($) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | All Other Option Awards: Number of Securities Underlying Options 3 (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards 4 ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lee J. Schram | 2/20/08 | — | — | — | 585,000 | 1,170,000 | 2,340,000 | 26,400 | 117,400 | 22.52 | 579,957 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
594,528 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard S. Greene | 2/20/08 | 91,042 | 182,084 | 364,169 | — | — | — | 7,900 | 35,200 | 22.52 | 173,888 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
177,908 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Incentive Program | 2/16/11 | 198,000 | 600,000 | 1,200,000 | -- | -- | -- | 108,400 | 25.59 | 1,018,960 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Plan | 2/16/11 | 392,500 | 785,000 | 1,570,000 | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Terry D. Peterson | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Incentive Program | 2/16/11 | 62,700 | 190,000 | 380,000 | -- | -- | -- | 34,300 | 25.59 | 322,420 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Plan | 2/16/11 | 40,200 | 80,400 | 160,800 | 90,450 | 180,900 | 361,800 | -- | -- | -- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anthony C. Scarfone | 2/20/08 | 62,344 | 124,688 | 249,376 | 31,172 | 62,344 | 124,688 | 6,100 | 27,400 | 22.52 | 135,356 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
137,372 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Terry D. Peterson | 2/20/08 | 11,795 | 23,590 | 47,180 | 70,770 | 141,539 | 283,078 | 2,600 | 11,700 | 22.52 | 57,798 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
58,552 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas L. Morefield | 2/20/08 | 5 | 58,463 | 116,926 | 233,852 | — | — | — | 2,100 | 9,300 | 22.52 | 45,942 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
47,292 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1,400 | 5,700 | 17.35 | 25,536 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
24,290 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Luann E. Widener | 2/20/08 | 6 | — | — | — | — | — | — | 7,000 | 31,300 | 22.52 | 154,622 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
157,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leanne E. Branham | 2/20/08 | 7 | — | — | — | — | — | — | 2,600 | 11,700 | 22.52 | 57,709 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
58,552 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Incentive Program | 2/16/11 | 49,500 | 150,000 | 300,000 | -- | -- | -- | 27,100 | 25.59 | 254,740 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Plan | 2/16/11 | 100,500 | 201,000 | 402,000 | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Malcolm J. McRoberts | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Incentive Program | 2/16/11 3/1/11 | 23,100 9,900 | 70,000 30,000 | 140,000 60,000 | -- | -- | -- | 12,600 4,900 | 25.59 25.11 | 118,440 44,688 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Plan | 2/16/11 | 68,750 | 137,500 | 275,000 | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Peter J. Godich | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Incentive Program | 2/16/11 | 23,100 | 70,000 | 140,000 | -- | -- | -- | 12,600 | 25.59 | 118,440 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Plan | 2/16/11 | 60,000 | 120,000 | 240,000 | -- | -- | -- | -- | -- | -- |
1 | Long-Term Incentive Program: The Long-Term Incentive Program consists of a Cash Performance Plan (“CPP”) and Stock Options. The CPP is a non-equity incentive plan, and Stock Options are addressed in footnote 3. The Long-Term Incentive Program is further described in the Compensation Discussion and Analysis section of this proxy statement. The amounts listed in the designated row for each Named Executive Officer reflect the estimated future cash payouts under the CPP at the time the performance targets were Annual Incentive Plan: The amounts listed in the designated row for each Named Executive Officer reflect the estimated future cash payouts |
2 | The amounts listed here reflect the estimated equity payout under the AIP for 2011 based on the executive’s election to receive all, or a portion, of his payout in restricted stock units, which includes the 50% match | |
3 | Stock options have seven-year terms and vest 33-1/3 percent per year over three | |
4 | The grant date fair value of options is based on the stock price at the time of grant multiplied by the Black-Scholes value. The Black-Scholes value on February | |
35
Option Awards | Stock Awards | |||||||||||||||||||||||
Number of | Number of | |||||||||||||||||||||||
Securities | Securities | |||||||||||||||||||||||
Underlying | Underlying | Number of Shares | Market Value of | |||||||||||||||||||||
Unexercised | Unexercised | or Units of Stock | Shares or Units of | |||||||||||||||||||||
Options | Options | Option Exercise | Option | Held That Have | Stock That Have Not | |||||||||||||||||||
(#) | (#) | Price | Expiration | Not Vested | Vested1 | |||||||||||||||||||
Name | Exercisable | Unexercisable | ($) | Date | (#) | ($) | ||||||||||||||||||
117,400 | 2 | 22.52 | 02/20/2015 | |||||||||||||||||||||
56,945 | 3 | 851,897 | ||||||||||||||||||||||
26,400 | 4 | 394,944 | ||||||||||||||||||||||
Lee J. Schram | 64,400 | 128,800 | 5 | 32.65 | 02/13/2014 | |||||||||||||||||||
13,450 | 6 | 201,212 | ||||||||||||||||||||||
2,000 | 7 | 29,920 | ||||||||||||||||||||||
121,333 | 60,667 | 8 | 23.50 | 05/01/2013 | ||||||||||||||||||||
27,200 | 9 | 406,912 | ||||||||||||||||||||||
35,200 | 10 | 22.52 | 02/20/2015 | |||||||||||||||||||||
Richard S. | 7,900 | 11 | 118,184 | |||||||||||||||||||||
Greene | 19,300 | 38,600 | 12 | 32.65 | 02/13/2014 | |||||||||||||||||||
4,000 | 13 | 59,840 | ||||||||||||||||||||||
27,400 | 14 | 22.52 | 02/20/2013 | |||||||||||||||||||||
3,668 | 15 | 54,873 | ||||||||||||||||||||||
6,100 | 16 | 91,256 | ||||||||||||||||||||||
15,000 | 30,000 | 17 | 32.65 | 02/13/2014 | ||||||||||||||||||||
Anthony C. | 3,100 | 18 | 46,376 | |||||||||||||||||||||
Scarfone | 17,400 | 8,700 | 19 | 26.58 | 02/14/2013 | |||||||||||||||||||
3,900 | 20 | 58,344 | ||||||||||||||||||||||
4,800 | 39.63 | 04/27/2012 | ||||||||||||||||||||||
4,800 | 42.35 | 05/4/2011 | ||||||||||||||||||||||
30,000 | 38.54 | 03/10/2010 | ||||||||||||||||||||||
25,925 | 16.42 | 10/26/2010 | ||||||||||||||||||||||
30,000 | 47.67 | 03/14/2009 | ||||||||||||||||||||||
11,700 | 21 | 22.52 | 02/20/2015 | |||||||||||||||||||||
2,600 | 22 | 38,896 | ||||||||||||||||||||||
Terry D. | 5,134 | 10,266 | 23 | 32.65 | 02/13/2014 | |||||||||||||||||||
Peterson | 1,050 | 24 | 15,708 | |||||||||||||||||||||
7,200 | 3,600 | 25 | 26.58 | 02/14/2013 | ||||||||||||||||||||
1,600 | 26 | 23,936 | ||||||||||||||||||||||
2,150 | 39.63 | 03/27/2012 | ||||||||||||||||||||||
5,700 | 27 | 17.35 | 09/03/2015 | |||||||||||||||||||||
1,400 | 28 | 20,944 | ||||||||||||||||||||||
9,300 | 29 | 22.52 | 02/20/2015 | |||||||||||||||||||||
2,100 | 30 | 31,416 | ||||||||||||||||||||||
Thomas L. | 4,067 | 8,133 | 31 | 32.65 | 02/13/2014 | |||||||||||||||||||
Morefield | 850 | 32 | 12,716 | |||||||||||||||||||||
3,600 | 3,600 | 33 | 26.58 | 02/14/2013 | ||||||||||||||||||||
1,530 | 39.63 | 04/27/2012 | 1,600 | 34 | 23,936 | |||||||||||||||||||
800 | 42,35 | 05/04/2011 | ||||||||||||||||||||||
4,500 | 38.54 | 03/10/2010 | ||||||||||||||||||||||
3,750 | 47.67 | 03/14/2009 |
36
Option Awards | Stock Awards | |||||||||||||||||||||||
Number of | Number of | |||||||||||||||||||||||
Securities | Securities | |||||||||||||||||||||||
Underlying | Underlying | Number of Shares | Market Value of | |||||||||||||||||||||
Unexercised | Unexercised | Option | or Units of Stock | Shares or Units of | ||||||||||||||||||||
Options | Options | Exercise | Option | Held That Have | Stock That Have Not | |||||||||||||||||||
(#) | (#) | Price | Expiration | Not Vested | Vested1 | |||||||||||||||||||
Name | Exercisable | Unexercisable | ($) | Date | (#) | ($) | ||||||||||||||||||
31,300 | 22.52 | 10/31/2011 | ||||||||||||||||||||||
51,500 | 32.65 | 10/31/2011 | ||||||||||||||||||||||
11,600 | 26.58 | 10/31/2011 | ||||||||||||||||||||||
Luann E. | 10,133 | 24.99 | 10/31/2011 | |||||||||||||||||||||
Widener | 4,000 | 39.63 | 10/31/2011 | |||||||||||||||||||||
2,870 | 42.35 | 05/04/2011 | ||||||||||||||||||||||
10,000 | 38.54 | 03/10/2010 | ||||||||||||||||||||||
10,000 | 47.67 | 03/14/2009 |
Option | Awards | Stock | Awards | |||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested 1 ($) |
Lee J. Schram | 182,000 | 23.50 | 5/1/2013 | |||
193,200 | 32.65 | 2/13/2014 | ||||
117,400 | 22.52 | 2/20/2015 | ||||
55,233 | 55,2332 | 9.73 | 2/18/2016 | |||
44,400 | 88,8003 | 18.28 | 2/17/2017 | |||
108,4004 | 25.59 | 2/16/2018 | ||||
Terry D. Peterson | 2,150 | 39.63 | 4/27/2012 | 8,0996 | 184,333 | |
10,800 | 26.58 | 2/14/2013 | 7,6067 | 173,113 | ||
15,400 | 32.65 | 2/13/2014 | ||||
11,700 | 22.52 | 2/20/2015 | ||||
5,5002 | 9.73 | 2/18/2016 | ||||
11,058 | 26,6003 | 18.28 | 2/17/2017 | |||
34,3004 | 25.59 | 2/16/2018 | ||||
Anthony C. Scarfone | 4,800 | 39.63 | 4/27/2012 | 14,550 8 | 331,158 | |
26,100 | 26.58 | 2/14/2013 | ||||
45,000 | 32.65 | 2/13/2014 | ||||
27,400 | 22.52 | 2/20/2015 | ||||
25,734 | 12,8662 | 9.73 | 2/18/2016 | |||
10,334 | 20,6663 | 18.28 | 2/17/2017 | |||
27,1004 | 25.59 | 2/16/2018 | ||||
Malcolm J. McRoberts | 17,414 | 22.92 | 5/19/2015 | |||
12,867 | 6,4332 | 9.73 | 2/18/2016 | |||
5,167 | 10,3333 | 18.28 | 2/17/2017 | |||
12,6004 | 25.59 | 2/16/2018 | ||||
4,9005 | 25.11 | 3/1/2018 | ||||
Peter J. Godich | 1,328 | 39.63 | 4/27/2012 | |||
5,733 | 26.58 | 2/14/2013 | ||||
8,300 | 32.65 | 2/13/2014 | ||||
6,600 | 22.52 | 2/20/2015 | ||||
3,800 | 19.64 | 6/18/2015 | ||||
5,5002 | 9.73 | 2/18/2016 | ||||
4,434 | 8,8663 | 18.28 | 2/17/2017 | |||
12,6004 | 25.59 | 2/16/2018 |
1 | Based on the closing price of Deluxe common stock on the NYSE on December |
2 | Stock options granted on February 18, 2009 will vest on February 18, 2012. |
3 | Stock options granted on February 17, 2010 vest in two equal installments on February 17, 2012 and February 17, 2013. |
37
4 | Stock options granted on February 16, 2011 vest in three equal installments on February 16, 2012, February 16, 2013 and February 16, 2014. |
5 | Stock options granted on March 1, 2011 vest in three equal installments on March 1, 2012, March 1, 2013 and March 1, 2014. |
6 | Restricted stock units granted on January 26, 2010 will vest on January 26, 2012. |
7 | Restricted stock units granted on January 25, 2011 will vest on January 25, 2013. |
8 | Restricted stock granted on February 18, 2010 will vest on February 18, 2012. |
Option Awards | Stock Awards | |||||||||||||||
Number of | Number of | |||||||||||||||
Shares | Value | Shares | ||||||||||||||
Acquired on | Realized on | Acquired on | Value Realized | |||||||||||||
Exercise | Exercise | Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) | ||||||||||||
Lee J. Schram1 | 0 | 0 | 43,238 | 1,006,851 | ||||||||||||
Richard S. Greene2 | 0 | 0 | 9,787 | 171,531 | ||||||||||||
Anthony C. Scarfone3 | 0 | 0 | 15,130 | 338,742 | ||||||||||||
Terry D. Peterson4 | 0 | 0 | 8,430 | 188,538 | ||||||||||||
Thomas L. Morefield5 | 0 | 0 | 1,165 | 26,189 | ||||||||||||
Luann E. Widener6 | 0 | 0 | 41,189 | 660,824 | ||||||||||||
Leanne E. Branham7 | 0 | 0 | 3,266 | 71,569 |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
Lee J. Schram1 | 0 | 0 | 26,400 | 686,136 | ||||||||||||
Terry D. Peterson2 | 13,242 | 196,146 | 2,600 | 67,574 | ||||||||||||
Anthony C. Scarfone3 | 0 | 0 | 20,650 | 536,694 | ||||||||||||
Malcolm J. McRoberts4 | 0 | 0 | 3,818 | 102,093 | ||||||||||||
Peter J. Godich5 | 6,941 | 118,066 | 2,300 | 56,825 |
1 | For Mr. Schram, |
2 | Mr. Peterson exercised 11,000 stock options (exercise price of $9.73 per share) and | |
3 | For |
4 | For Mr. McRoberts, 3,818 shares of restricted stock vested on |
5 | Mr. Godich exercised 6,941 stock options (exercise price of $9.73 per share) on May 19, 2011 at a value of $26.74 per share. On |
38
Executive | Company | Aggregate | Aggregate | Aggregate | ||||||||||||||||||||||||||||
Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | ||||||||||||||||||||||||||||
in Last FY | in Last FY1 | Last FY2 | Distributions | Last FYE3 | ||||||||||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | Company Contributions in Last FY1 ($) | Aggregate Earnings in ast FY2 ($) | Aggregate Balance at Last FYE3 ($) | ||||||||||||||||||||||||
Lee J. Schram | 0 | 7,777 | 182 | 0 | 7,959 | 25,380 | 127 | 77,089 | ||||||||||||||||||||||||
Richard S. Greene | 34,531 | 0 | (7,710 | ) | 0 | 26,821 | ||||||||||||||||||||||||||
Terry D. Peterson | 4,230 | 33 | 20,194 | |||||||||||||||||||||||||||||
Anthony C. Scarfone | 48,000 | 6,694 | (149,982 | ) | 0 | 337,337 | 4,230 | 10,043 | 506,737 | |||||||||||||||||||||||
Terry D. Peterson | 0 | 4,142 | 117 | 0 | 5,105 | |||||||||||||||||||||||||||
Thomas L. Morefield | 0 | 1,486 | 78 | 0 | 3,392 | |||||||||||||||||||||||||||
Luann E. Widener | 0 | 8,064 | (6,930 | ) | 25,474 | 16,977 | ||||||||||||||||||||||||||
Leanne E. Branham | 0 | 1,250 | 53 | 6,103 | 0 | |||||||||||||||||||||||||||
Malcolm J. McRoberts | 529 | 1 | 730 | |||||||||||||||||||||||||||||
Peter J. Godich | 0 | 10 | 5,797 |
1 | Amounts represent ERISA excess and benefit plan equivalent payments to restore retirement plan contributions that could not be made to the Named Executive Officers’ qualified retirement plan accounts due to IRS wage limits or that were lost due to the executive’s election to defer compensation. These payments are made after the end of the year to which they relate. As a result, amounts shown in this table would be reported for the preceding fiscal year in the “All Other Compensation” column of the Summary Compensation Table. | |
2 | Participants in this plan allocate their deferrals into phantom funds similar to the funds available under the Company’s qualified retirement plans. Amounts reported reflect the performance of these phantom funds. | |
3 | The amounts reported in previous years’ Summary Compensation Tables |
39
40
41
Restricted | ||||||||||||||||||||||||||||||||||||||||||||||||
Salary | Stock Option | Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Continuation1 | Outplacement2 | Acceleration3 | Acceleration4 | Other5 | Total | |||||||||||||||||||||||||||||||||||||||||||
Name | ($) | ($) | ($) | ($) | ($) | ($) | Salary Continuation1 ($) | Outplacement2 ($) | Stock Option Acceleration 3 ($) | Restricted tock Acceleration 4 ($) | Other 5 ($) | Total ($) | ||||||||||||||||||||||||||||||||||||
Lee J. Schram | 1,570,000 | 25,000 | 0 | 622,396 | 13,000 | 2,230,396 | 1,618,000 | 38,500 | 719,686 | 0 | 13,000 | 2,389,186 | ||||||||||||||||||||||||||||||||||||
Richard S. Greene | 549,000 | 25,000 | 0 | 69,384 | 13,000 | 656,384 | ||||||||||||||||||||||||||||||||||||||||||
Terry D. Peterson | 555,000 | 38,500 | 190,833 | 0 | 13,000 | 797,333 | ||||||||||||||||||||||||||||||||||||||||||
Anthony C. Scarfone | 502,500 | 25,000 | 0 | 109,672 | 13,000 | 650,172 | 522,000 | 38,500 | 260,228 | 303,573 | 13,000 | 1,137,301 | ||||||||||||||||||||||||||||||||||||
Terry D. Peterson | 445,500 | 25,000 | 0 | 43,384 | 13,000 | 526,884 | ||||||||||||||||||||||||||||||||||||||||||
Thomas L. Morefield | 412,500 | 25,000 | 0 | 41,215 | 13,000 | 491,715 | ||||||||||||||||||||||||||||||||||||||||||
Malcolm J. McRoberts | 487,500 | 38,500 | 130,114 | 0 | 13,000 | 669,114 | ||||||||||||||||||||||||||||||||||||||||||
Peter J. Godich | 405,000 | 38,500 | 111,385 | 0 | 13,000 | 567,885 |
1 | Salary continuation benefits include twelve months of full salary, plus the difference in compensation otherwise earned by the individual and their base salary at termination from Deluxe for | |
2 | Estimated cost of outplacement services for twelve months. | |
3 | Accelerated vesting on stock options at the time of termination, with three months to exercise. The value is based on the closing price of Deluxe common stock on the NYSE on December | |
4 | Pro-rata acceleration of vesting on restricted stock based on the date of termination. Value based on the closing price of Deluxe common stock on the NYSE on December | |
5 | Lump-sum payment in lieu of benefits continuation. |
42
Due on Change | ||||||||||
of Control | ||||||||||
followed by | ||||||||||
termination by | ||||||||||
Company without | Due | |||||||||
cause or by | on Change of | |||||||||
Executive for | Control | |||||||||
Name | Type of Compensation | Good Reason ($) | ($) | |||||||
Severance1 | 4,710,000 | |||||||||
Vesting of Options2 | 0 | 0 | ||||||||
Vesting of Restricted Stock3 | 1,234,200 | 406,912 | ||||||||
Lee J. Schram | Benefit Continuation4 | 45,000 | ||||||||
Retirement Plan Contribution5 | 188,400 | |||||||||
Outplacement6 | 25,000 | |||||||||
Total Payments Before Excise Tax | 6,202,600 | 406,912 | ||||||||
Excise Tax Gross-Up7 | 2,210,240 | |||||||||
Total | 8,412,840 | 406,912 |
Due on Change | ||||||||||
of Control | ||||||||||
followed by | ||||||||||
termination by | ||||||||||
Company without | Due | |||||||||
cause or by | on Change of | |||||||||
Executive for | Control | |||||||||
Name | Type of Compensation | Good Reason ($) | ($) | |||||||
Severance1 | 1,647,000 | |||||||||
Vesting of Options2 | 0 | 0 | ||||||||
Vesting of Restricted Stock3 | 237,864 | 0 | ||||||||
Richard S. Greene | Benefit Continuation4 | 45,000 | ||||||||
Retirement Plan Contribution5 | 65,880 | |||||||||
Outplacement6 | 25,000 | |||||||||
Total Payments Before Excise Tax | 2,020,744 | 0 | ||||||||
Excise Tax Gross-Up7 | 838,998 | |||||||||
Total | 2,859,742 | 0 |
43
Name | Type of Compensation | Due on Change of Control followed by termination by Company without Cause or by Executive for Good Reason ($) | Due on Change of Control ($) | ||||||||||||||||
Due on Change | Severance1 | 4,854,000 | 0 | ||||||||||||||||
of Control | Pro-Rata Bonus2 | 809,000 | 0 | ||||||||||||||||
followed by | Long-Term Cash Performance Plan3 | 400,000 | 0 | ||||||||||||||||
termination by | Vesting of Options4 | 2,755,807 | 0 | ||||||||||||||||
Company without | Due on | Vesting of Restricted Stock5 | 0 | 0 | |||||||||||||||
cause or by | Change of | ||||||||||||||||||
Executive for | Control | ||||||||||||||||||
Name | Type of Compensation | Good Reason ($) | ($) | ||||||||||||||||
Severance1 | 1,507,500 | ||||||||||||||||||
Vesting of Options2 | 0 | 0 | |||||||||||||||||
Vesting of Restricted Stock3 | 242,352 | 58,344 | |||||||||||||||||
Anthony C. Scarfone | Benefit Continuation4 | 45,000 | |||||||||||||||||
Lee J. Schram | Benefit Continuation6 | 77,742 | 0 | ||||||||||||||||
Retirement Plan Contribution5 | 60,300 | Outplacement7 | 38,500 | 0 | |||||||||||||||
Outplacement6 | 25,000 | Total Payments Before Excise Tax | $ | 8,935,049 | 0 | ||||||||||||||
Total Payments Before Excise Tax | 1,880,152 | 58,344 | Excise Tax Gross-Up8 | 1,202,639 | 0 | ||||||||||||||
Excise Tax Gross-Up7 | 725,141 | Total | $ | 10,137,688 | 0 | ||||||||||||||
Total | 2,605,293 | 58,344 |
Due on Change | ||||||||||
of Control | ||||||||||
followed by | ||||||||||
termination by | ||||||||||
Company without | Due on | |||||||||
cause or by | Change of | |||||||||
Executive for | Control | |||||||||
Name | Type of Compensation | Good Reason ($) | ($) | |||||||
Severance1 | 415,800 | |||||||||
Vesting of Options2 | 0 | 0 | ||||||||
Vesting of Restricted Stock3 | 94,248 | 23,936 | ||||||||
Terry D. Peterson | Benefit Continuation4 | 15,000 | ||||||||
Retirement Plan Contribution5 | 16,632 | |||||||||
Outplacement6 | 25,000 | |||||||||
Total Payments Before Excise Tax | 566,680 | 23,936 | ||||||||
Excise Tax Gross-Up7 | 0 | |||||||||
Total | 566,680 | 23,936 |
44
Severance1 | 1,184,000 | 0 | |||||||
Pro-Rata Bonus2 | 222,000 | 0 | |||||||
Long-Term Cash Performance Plan3 | 120,000 | 0 | |||||||
Vesting of Options4 | 393,747 | 0 | |||||||
Vesting of Restricted Stock5 | 357,446 | 357,446 | |||||||
Terry D. Peterson | Benefit Continuation6 | 26,052 | 0 | ||||||
Outplacement7 | 38,500 | 0 | |||||||
Total Payments Before Excise Tax | $ | 2,341,745 | $ | 357,446 | |||||
Excise Tax Gross-Up8 | 350,641 | 0 | |||||||
Total | $ | 2,692,386 | $ | 357,446 |
Due on Change | ||||||||||
of Control | ||||||||||
followed by | ||||||||||
termination by | ||||||||||
Company without | Due on | |||||||||
cause or by | Change of | |||||||||
Executive for | Control | |||||||||
Name | Type of Compensation | Good Reason ($) | ($) | |||||||
Severance1 | 825,000 | |||||||||
Vesting of Options2 | 0 | 0 | ||||||||
Vesting of Restricted Stock3 | 101,728 | 23,936 | ||||||||
Thomas L. Morefield | Benefit Continuation4 | 30,000 | ||||||||
Retirement Plan Contribution5 | 33,000 | |||||||||
Outplacement6 | 25,000 | |||||||||
Total Payments Before Excise Tax | 1,014,728 | 23,936 | ||||||||
Excise Tax Gross-Up7 | 240,364 | |||||||||
Total | 1,255,092 | 23,936 |
Name | Type of Compensation | Due on Change of Control followed by termination by Company without Cause or by Executive for Good Reason ($) | Due on Change of Control ($) | ||||||
Severance1 | 1,113,600 | 0 | |||||||
Pro-Rata Bonus2 | 208,800 | 0 | |||||||
Long-Term Cash Performance Plan3 | 93,333 | 0 | |||||||
Vesting of Options4 | 641,838 | 0 | |||||||
Vesting of Restricted Stock5 | 331,158 | 0 | |||||||
Anthony C. Scarfone | Benefit Continuation6 | 26,252 | 0 | ||||||
Outplacement7 | 38,500 | 0 | |||||||
Total Payments Before Excise Tax | $ | 2,453,481 | 0 | ||||||
Excise Tax Gross-Up8 | 0 | 0 | |||||||
Total | $ | 2,453,481 | 0 |
Severance1 | 975,000 | 0 | |||||||
Pro-Rata Bonus2 | 162,500 | 0 | |||||||
Long-Term Cash Performance Plan3 | 46,667 | 0 | |||||||
Vesting of Options4 | 320,919 | 0 | |||||||
Vesting of Restricted Stock5 | 0 | 0 | |||||||
Malcolm J. McRoberts | Benefit Continuation6 | 25,842 | 0 | ||||||
Outplacement7 | 38,500 | 0 | |||||||
Total Payments Before Excise Tax | $ | 1,569,428 | 0 | ||||||
Excise Tax Gross-Up8 | 0 | 0 | |||||||
Total | $ | 1,569,428 | 0 |
Severance1 | 810,000 | 0 | |||||||
Pro-Rata Bonus2 | 135,000 | 0 | |||||||
Long-Term Cash Performance Plan3 | 40,000 | 0 | |||||||
Vesting of Options4 | 274,579 | 0 | |||||||
Vesting of Restricted Stock5 | 0 | 0 | |||||||
Peter J. Godich | Benefit Continuation6 | 25,570 | 0 | ||||||
Outplacement7 | 38,500 | 0 | |||||||
Total Payments Before Excise Tax | $ | 1,323,649 | 0 | ||||||
Excise Tax Gross-Up8 | 216,753 | 0 | |||||||
Total | $ | 1,540,402 | 0 |
1 | Severance is equal to three times for | |
2 | Pro-rata bonus equal to the greater of pro-rata bonus at expected performance or pro-rata target bonus. |
3 | No payout of the cash performance plan award prior to the first year of performance; termination following the first year of performance but prior to the end of the performance period results in a pro-rata payout assuming target performance. As a result and reflected above, the 2011 plan does not payout and the 2010 plan pays out pro-rata at target. |
4 | The amount listed in the column titled “Due on Change of Control followed by termination by Company without |
The amount listed in the column titled “Due on Change of Control followed by termination by Company without |
6 | Assumes |
7 | Assumes full use of the 12-month executive outplacement program at an amount not to exceed |
8 | The excise tax imposed by the Internal Revenue Code |
45
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | |||||||||
Equity compensation plans approved by shareholders | 2,867,608 | 1 | $ | 22.44 | 1 | 5,308,448 | 2 | |||||
Equity compensation plans not approved by shareholders | None | None | None | |||||||||
Total | 2,867,608 | $ | 22.44 | 5,308,448 |
1 | Includes awards granted under our 2008 Stock Incentive Plan and our previous stock incentive plan adopted in 2000, as amended. The number of securities to be issued upon exercise of outstanding options, warrants and rights includes outstanding stock options of 2,766,320 and restricted stock unit awards of 101,288. The restricted stock unit awards require no consideration upon vesting. Therefore, restricted stock units outstanding reduce the total weighted-average exercise price of outstanding options, warrants and rights presented in the table. The weighted-average exercise price excluding restricted stock units is $23.26. |
2 | Includes 3,832,889 shares reserved for issuance under our Amended and Restated 2000 Employee Stock Purchase Plan. Of the total available for future issuance, 1,475,559 shares remain available for issuance under our 2008 Stock Incentive Plan. Under this plan, full value awards such as restricted stock, restricted stock units and share-based performance awards reduce the number of shares available for issuance by a factor of 2.29, or if such an award were forfeited or terminated without delivery of the shares, the number of shares that again become eligible for issuance would be multiplied by a factor of 2.29. |
● | stock options; |
● | stock appreciation rights (“SARs”); |
● | restricted stock and restricted stock units; |
● | performance awards; |
● | dividend equivalents; and |
● | other stock-based awards valued in whole or in part by reference to or otherwise based upon the value of the Company’s common stock. |
· | Options Outstanding: 3,163,731 |
· | Weighted Average Exercise Price of Outstanding Options: $25.37 |
· | Weighted Average Remaining Term of Outstanding Options: 4.10 years |
· | Full Value Awards Outstanding: 137,921 |
46
MEMBERS OF THE AUDIT COMMITTEE | ||||
Martyn R. Redgrave, Chair | ||||
Ronald C. Baldwin | ||||
Cheryl E. Mayberry McKissack | ||||
Mary Ann O’Dwyer |
2008 | 2007 | 2011 | 2010 | |||||||||||||
Audit Fees | $ | 1,477,950 | $ | 1,685,554 | $ | 1,929,273 | $ | 1,538,147 | ||||||||
Audit-Related Fees | $ | 0 | $ | 0 | $ | 91,600 | $ | 80,000 | ||||||||
Tax Fees | $ | 150,000 | $ | 0 | $ | 0 | $ | 46,000 | ||||||||
All Other Fees | $ | 0 | $ | 8,000 | $ | 12,262 | $ | 89,343 | ||||||||
Total Fees | $ | 1,627,950 | $ | 1,693,554 | $ | 2,033,135 | $ | 1,753,490 |
47
48
By order of the Board of Directors | |
Anthony C. Scarfone | |
Corporate Secretary | |
March 12, 2012 |
(a) | sales; |
(b) | margins; |
(c) | volume; |
(d) | cash flow; |
(e) | market share; |
(f) | revenue; |
(g) | earnings per share; |
(h) | share price; |
(i) | profits; |
(j) | earnings before interest expense and taxes; |
(k) | earnings before interest expense, interest income and taxes; |
(l) | earnings before interest expense, taxes, and depreciation and/or amortization; |
(m) | earnings before interest expense, interest income, taxes, and depreciation and/or amortization; |
(n) | return on equity, assets or costs; |
(o) | return on invested or average capital employed; |
(p) | economic value; or |
(q) | cumulative total return to shareholders. |
(i) | If Deluxe is required to issue a restatement of any financial statement filed with the Securities and Exchange Commission (other than a restatement due to a change in accounting policy) within twelve (12) months after the end of any Performance Period, and the Committee determines that the misconduct by a Participant was a significant contributing factor to such restatement, then all, or such portion as the Committee in its reasonable discretion determines to be appropriate, of any incentive payment payable to the Participant with respect to the Performance Period, or any portion thereof which was covered by such financial statement, shall be an Excess Award. |
(ii) | If the Participant has elected to receive any incentive payment which is subsequently determined to be an Excess Award in the form of shares or Units and to receive matching shares or Units pursuant to Section 6.1, then, in addition to the portion of the incentive payment determined to be an Excess Award, the portion of the matching shares or Units that is attributable to the Excess Award shall also constitute an Excess Award. For purposes of reducing any incentive payment pursuant to this Plan, the Committee may treat any amount determined to be an Excess Award under Section 6(h) of the Long-Term Incentive Plan as an Excess Award. |
(i) | Section 162(m) Limitation for Certain Types of Awards. No Eligible Person may be granted Options, Stock Appreciation Rights or any other Award or Awards under the Plan, the value of which Award or Awards is based solely on an increase in the value of the Shares after the date of grant of such Award or Awards, for more than 500,000 Shares (subject to adjustment as provided in Section 4(c) of the Plan) in the aggregate in any calendar year. The foregoing limitation shall not include any Shares acquired pursuant to the Annual Incentive Plan. |
(ii) | Section 162(m) Limitation for Performance Awards. The maximum amount payable pursuant to all Performance Awards to any Participant in the aggregate in any calendar year shall be $5.0 million in value, whether payable in cash, Shares or other property. This limitation does not apply to any Award subject to the limitation contained in Section 4(e)(i) of the Plan and shall not include any Shares acquired pursuant to the Annual Incentive Plan. |
(i) | Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, that such purchase price shall not be less than 100 percent of the Fair Market Value of a Share on the date of grant of such Option. In the case of an Incentive Stock Option granted to a Participant who owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (or any parent or subsidiary), the purchase price shall not be less than 110 percent of the Fair Market Value. |
(ii) | Option Term. The term of each Option shall be fixed by the Committee but shall not be longer than 10 years from the date of grant. In the case of an Incentive Stock Option granted to a Participant who owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (or any parent or subsidiary), the term shall not be longer than five years from the date of grant. |
(iii) | Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made. |
(iv) | No Reload Option Features. Options shall not include a reload feature, or any comparable feature that provides for the automatic grant of additional Options to a Participant upon exercise of the Option. |
(v) | Designation as Incentive Stock Option. Each Option that is intended to qualify as an Incentive Stock Option shall so provide in the Award Agreement, and any Option that is not specifically designated an Incentive Stock Option shall be a Non-Qualified Stock Option. The maximum Fair Market Value (measured at the date of grant) of Shares subject to Incentive Stock Options granted to any one Participant that may vest in any year shall not exceed $100,000. An Option may be designated as an Incentive Stock Option in part, and if an Option that was designated an Incentive Stock Option vests prematurely, so that the number of Shares vesting in a year exceeds the limitation set forth in the prior sentence, such Option shall be considered an Incentive Stock Option with respect to the number of Shares that do not exceed such limit and a Non-Qualified Stock Option with respect to the balance of the Shares subject to the Option. |
(i) | Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto or with respect to a Restricted Stock Unit), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. |
(ii) | Stock Certificates. Any Restricted Stock granted under the Plan may be evidenced by issuance of a stock certificate or certificates or by the creation of a book entry at the Company’s transfer agent. Any such certificate or certificates shall be held by the Company. Such certificate or certificates or book entry shall be registered in the name of the Participant and any such certificate or certificates shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock. A similar notation shall be made in the records of the transfer agent with respect to any Shares evidenced by a book entry. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. |
(iii) | Forfeiture; Delivery of Shares. Except as otherwise determined by the Committee or provided in a Plan governed by this Plan, upon termination of employment (as determined under criteria established by the Committee) or, in the case of a director, service as a director during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Any Share representing Restricted Stock that is no longer subject to restrictions shall be delivered to the holder thereof promptly after the applicable restrictions lapse or are waived. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holders of the Restricted Stock Units as soon as practical, but not more than 90 days, following the date of the lapse or waiver, subject to the provisions of the Plan and any applicable Award Agreement. |
(i) | Business Criteria. Unless and until the Committee proposes for shareholder approval and the Company’s shareholders approve a change in the general business criteria set forth in this section, the attainment of which may determine the amount and/or vesting with respect to Performance Awards, the business criteria to be used for purposes of establishing performance goals for such Performance Awards shall be selected from among the following alternatives, each of which may be based on absolute standards or comparisons versus specified companies or groups of companies and may be applied at individual or various organizational levels (e.g., the Company as a whole or identified business units, segments or the like): |
(A) | sales; |
(B) | margins; |
(C) | volume; |
(D) | cash flow; |
(E) | market share; |
(F) | revenue; |
(G) | earnings per Share; |
(H) | Share price; |
(I) | profits; |
(J) | earnings before interest expense and taxes; |
(K) | earnings before interest expense, interest income and taxes; |
(L) | earnings before interest expense, taxes, and depreciation and/or amortization; |
(M) | earnings before interest expense, interest income, taxes, and depreciation and/or amortization; |
(N) | return on equity, assets or costs; |
(O) | return on invested or average capital employed; |
(P) | economic value; or |
(Q) | cumulative total return to shareholders. |
(ii) | Target Award; Maximum Amount Payable. The target Award shall be a dollar amount or a percentage of a Participant’s annualized base salary, which may be greater or less than 100%, as determined by the Committee with respect to each Participant for each performance period. The maximum amount payable pursuant to all Performance Awards to any Participant in the aggregate in any calendar year is specified in Section 4(e)(ii) of the Plan. |
(iii) | Payment of Performance Awards. Performance Awards shall be paid no later than the fifteenth day of the third month following the conclusion of the applicable performance period, unless the Committee permits a payment to be deferred pursuant to the Deluxe Corporation Deferred Compensation Plan, or any successor thereto, in accordance with requirements of Section 409A of the Code. The Committee may, in its discretion, reduce the amount of a payout otherwise to be made in connection with a Performance Award, but may not exercise discretion to increase such amount. The Committee may, but shall not be obligated to, establish, and modify from time to time, criteria to be used to determine the extent to which Performance Awards will be reduced, which criteria may include, but need not be limited to, those listed in Section 6(d)(i). |
(iv) | Certain Events. If a Participant dies, becomes permanently and totally disabled or otherwise terminates employment with the approval of the Committee before the end of a performance period or after the performance period and before a Performance Award is paid, the Committee may, in its discretion, determine that the Participant shall be paid all or a portion of the Award that the Participant would have received but for such death, disability or other approved termination of employment. |
(v) | Designations. For a Performance Award, the Committee shall, not later than 90 days after the beginning of each performance period (or the first 25% of a performance period of less than a year), (A) designate all Participants for such performance period, (B) establish the objective performance goals for each Participant for that performance period on the basis of one or more of the criteria set forth in (i) above and (C) determine target Awards for each Participant. |
(vi) | Certification. Following the close of each performance period and prior to payment of any amount to a Participant with respect to a Performance Award, the Committee shall certify in writing as to the attainment of all goals (including the performance goals for a Participant) upon which any payments to a Participant for that performance period are to be based. Such certification shall be made in sufficient time to permit payment to be made by the fifteenth day of the third month following the end of the performance period. |
(vii) | Performance Awards Not Intended to Comply with Section 162(m). The Committee may grant Performance Awards not intended to qualify as qualified performance based compensation for purposes of Section 162(m) of the Code to a Participant whom the Committee determines is not at the time of grant, and is not likely to become during the term of the Performance Award, a “covered employee” as defined by Treasury Regulations §1.162-27(c)(2), as interpreted by IRS Notice 2007-49. Such Performance Awards may be based upon criteria not listed in Section 6(d)(i), including subjective criteria, which may be established or revised later than the date specified in Section 6(d)(v), may be increased in the Committee’s discretion notwithstanding Section 6(d)(iii), shall not require formal certification by the Committee pursuant to Section 6(d)(vi), and may exceed the limitations set forth in Section 4(e). |
(i) | Consideration for Awards. The consideration for Awards shall be services rendered or to be rendered to the Company, and for no cash consideration (or only such minimal cash consideration as may be required by applicable law) shall be required for the grant of Awards; provided that the foregoing shall not apply to the purchase price for Shares to be issued upon the exercise of an Option, Stock Appreciation Right, or other Award requiring payment (including foregoing receipt of cash compensation) for Shares. |
(ii) | Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any Award granted under any Plan of the Company or any Affiliate other than the Plan. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with Awards granted under any such other Plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Award or Awards. |
(iii) | Forms of Payments Under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other property or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents with respect to installment or deferred payments. Notwithstanding the foregoing, if any Award, or portion of an Award (including any right to Dividend Equivalents), by its terms is or may be payable after the fifteenth day of the third month following the year in which the Participant’s right to the Award is no longer subject to a substantial risk of forfeiture, as defined in Section 409A of the Code, the time and form of payment of the Award shall be specified in the Award Agreement, and shall not thereafter be subject to change unless the Committee determines that the change is permissible under Section 409A of the Code. |
(iv) | Limits on Transfer of Awards. No Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that if so determined by the Committee, a Participant may, in the manner established by the Committee, (x) designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant, or (y) transfer an Award (other than an Incentive Stock Option) to any member of such Participant’s “immediate family” (as such term is defined in Rule 16a-1(e) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation) or to a trust whose beneficiaries are members of such Participant’s “immediate family.” Each Award or right under any Award shall be exercisable during the Participant’s lifetime only by the Participant, or by a member of such Participant’s immediate family or a trust for members of such immediate family pursuant to a transfer as described above, or if permissible under applicable law, by the Participant’s guardian or legal representative. No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. No Awards may be transferred for value. |
(v) | Term of Awards. The term of each Award shall be for such period, not longer than 10 years from the date of grant, as may be determined by the Committee. |
(vi) | Restrictions; Securities Exchange Listing. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. If the Shares or other securities are traded on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for trading on such securities exchange. |
(vii) | Attestation. Where the Plan or any applicable Award Agreement provides for or permits delivery of Shares by a Participant in payment with respect to any Award or grant under this Plan or for taxes, such payment may be made constructively through attestation in the discretion of and in accordance with rules established by the Committee. |
(viii) | Sarbanes-Oxley Act. The Committee shall not permit any Participant who is an executive officer or director of the Company to pay the exercise price for any Award, or any other amount owed to the Company, by a promissory note if such promissory note would constitute a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934. |
(i) | If the Committee determines that any portion of an Award is an “Excess Award”, as hereinafter defined, then, if such determination is made while the Award is still outstanding, it shall be reduced by the portion thereof that constitutes an Excess Award. If such determination is made after the Award has been exercised or settled, then all future payments (including deferred payments) to the Participant with respect to other Awards shall be offset until the amount of the Excess Award has been recouped, and the Committee may, in its reasonable discretion, arrange for the recoupment of such Excess Award by pursuing legal action against the Participant, by entering into an agreement with the Participant for the repayment of the Excess Award (or in the case of an Award settled by a transfer of Shares the return of such Shares and repayment to the Participant of any exercise price paid), or, to the extent permitted by applicable law, by offsetting any other amount owed to the Participant by the Company or any of its subsidiaries, or by any combination of the foregoing. For purposes of this Section 6(h), the term “Excess Award” shall mean the following, as determined by the Committee in its sole discretion: |
(A) | In the case of a Performance Award, if the Company is required to issue a restatement of any financial statement filed with the Securities and Exchange Commission (other than a restatement due to a change in accounting policy) within twelve (12) months after the end of the performance period with respect to such Performance Award, and the Committee determines that the misconduct by a Participant was a significant contributing factor to such restatement, then all, or such portion as the Committee in its reasonable discretion determines to be appropriate, of any Award the value of which was affected by such financial statement, shall be an Excess Award. Without limiting the generality of the foregoing, in the case of an Award that is an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit the Committee may determine the portion of such Award that constitutes an Excess Award on the basis of its estimate of the effect on the value of the Shares resulting from such restatement, or the amount realized by the Participant from the sale of such Shares, or on any other basis that it determines to be appropriate. |
(B) | If any portion of an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit is determined to be an Excess Award, then the portion of any Dividend Equivalent that is attributable to the Excess Award shall also be an Excess Award. If the Participant has received any Restricted Stock or Restricted Stock Units as a matching grant of a deferred incentive payment pursuant to Section 6.1 of the Annual Incentive Plan and such incentive payment is subsequently determined to be an Excess Award under the Annual Incentive Plan, then the portion of the Restricted Stock or Restricted Units that is attributable to the Excess Award shall also constitute an Excess Award. For purposes of reducing any Award pursuant to this Plan, the Committee may treat any amount determined to be an Excess Award under Section 6.4 of the Annual Incentive Plan as an Excess Award. |
(ii) | Upon the adoption by the Company of a policy providing for the recovery of certain incentive-based compensation as required by Section 10D of the Securities Exchange Act of 1934, as enacted by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the repayment requirements of such policy shall be deemed to be incorporated into each Award issued under the Plan including, to the extent determined by the Committee, Awards issued, exercised, or paid prior to the adoption of such policy. |
(i) | would amend section 4(a), 4(b), 4(d) or 4(e) of the Plan; |
(ii) | would permit Options or Stock Appreciation Rights to be granted with an exercise price that is less than Fair Market Value on the date of grant; |
(iii) | absent such approval, would violate the rules or regulations of the New York Stock Exchange, any other securities exchange or the Financial Industry Regulatory Authority, Inc., that are applicable to the Company; or |
(iv) | absent such approval, would cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan. |
*** Exercise Your Right to Vote *** |
Important Notice Regarding the Availability of Proxy Materials for the |
Shareholder Meeting to Be Held on May 02, 2012 |
Meeting Information | |||||
DELUXE CORPORATION | Meeting Type: Annual Meeting | ||||
For holders as of: March 05, 2012 | |||||
Date: May 02, 2012 Time: 2:00 PM CDT | |||||
Location: | 3680 Victoria Street North | ||||
Shoreview, Minnesota 55126 | |||||
DELUXE CORPORATION 3680 VICTORIA STREET NORTH SHOREVIEW, MINNESOTA 55126 | You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||||
See the reverse side of this notice to obtain proxy materials and voting instructions. |
—— Before You Vote —— |
How to Access the Proxy Materials |
Proxy Materials Available to VIEW or RECEIVE: | ||||||||
1. Annual Report 2. Notice & Proxy Statement | ||||||||
How to View Online: | ||||||||
Have the information that is printed in the box marked by the arrow Ú | XXXX XXXX XXXX | (located on the following page) and visit:www.proxyvote.com. | ||||||
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1) BY INTERNET: | www.proxyvote.com | |||||||
2) BY TELEPHONE: | 1-800-579-1639 | |||||||
3) BY E-MAIL*: | sendmaterial@proxyvote.com | |||||||
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow Ú | XXXX XXXX XXXX | |||||||
(located on the following page) in the subject line. | ||||||||
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—— How To Vote —— |
Please Choose One of the Following Voting Methods |
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | ||||
XXXX XXXX XXXX | available and follow the instructions. | |||
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. | ||||
49
Voting items |
1. | Election of Directors |
Nominees |
01 | Ronald C. Baldwin | 02 | Charles A. Haggerty | 03 | Don J. McGrath | 04 | C.E. Mayberry McKissack | 05 | Neil J. Metviner |
06 | Stephen P. Nachtsheim | 07 | Mary Ann O’Dwyer | 08 | Martyn R. Redgrave | 09 | Lee J. Schram |
2. | RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Deluxe's Named Executive Officers, as described in the Compensation Discussion and Analysis section, the compensation tables and the narrative disclosures that accompany the compensation tables set forth in the proxy statement. |
3. | To consider and act upon a proposal to approve the Deluxe Corporation 2012 Annual Incentive Plan so that Deluxe can treat payments under this plan as tax-deductible performance-based compensation for U.S. federal income tax purposes. |
4. | To consider and act upon a proposal to approve the Deluxe Corporation 2012 Long-Term Incentive Plan. |
5. | Ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe Corporation's independent registered public accounting firm for the year ending December 31, 2012. |
DELUXE CORPORATION 3680 VICTORIA STREET NORTH SHOREVIEW, MINNESOTA 55126 | VOTE BY INTERNET - www.proxyvote.com | |
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
Electronic Delivery of Future PROXY MATERIALS | ||
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE - 1-800-690-6903 | ||
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
VOTE BY MAIL | ||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
KEEP THIS PORTION FOR YOUR RECORDS | ||||
DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
For All o | ||||||
Withhold All o | For All Except o | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||
The Board of Directors recommends you vote FOR the following: | ||||||
1. | Election of Directors Nominees | |||||
01 | Ronald C. Baldwin | 02 | Charles A. Haggerty | 03 | Don J. McGrath | 04 | C.E. Mayberry McKissack | 05 | Neil J. Metviner | ||
06 | Stephen P. Nachtsheim | 07 | Mary Ann O’Dwyer | 08 | Martyn R. Redgrave | 09 | Lee J. Schram |
The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5: | For | Against | ||||||||
2. | RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Deluxe's Named Executive Officers, as described in the Compensation Discussion and Analysis section, the compensation tables and the narrative disclosures that accompany the compensation tables set forth in the proxy statement. | o | o | o | ||||||
To consider and act upon a proposal to approve the | o | o | o | |||||||
4. | To consider and act upon a proposal to approve the Deluxe Corporation 2012 Long-Term Incentive Plan. | o | o | o | ||||||
5. | Ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe Corporation's independent registered public accounting firm for the year ending December 31, 2012. | o | o | o | ||||||
NOTE:Take action on any other business that may properly come before the meeting and any adjournment thereof. | ||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | |||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com. | |
DELUXE CORPORATION | |
This proxy is solicited by the Board of Directors | |
The undersigned appoints Stephen P. Nachtsheim, Lee J. Schram and Anthony C. Scarfone as proxies (the "Named Proxies"), each with the power to act alone and to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the other side of this proxy card, all shares of common stock of Deluxe Corporation held of record by the undersigned on March 5, 2012, at the annual meeting of shareholders to be held on May 2, 2012, and at any adjournment thereof. | |
This proxy, when properly executed, will be voted as designated on the other side. If no choice is specified, this proxy will be voted "FOR" the nominees and proposals set forth in Items 1, 2, 3, 4 and 5. Also, by signing this proxy, you revoke all prior proxies and authorize the above Named Proxies to vote in their discretion upon such other business as may properly come before the meeting. Deluxe Corporation anticipates that no other business will be conducted at the meeting. The undersigned hereby acknowledges receipt of the proxy statement for the annual meeting of shareholders. | |
Continued and to be signed on reverse side | |