Current Report Filing (8-k)
March 26 2020 - 3:19PM
Edgar (US Regulatory)
0000027996
false
0000027996
2020-03-24
2020-03-25
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 25, 2020
DELUXE CORPORATION
(Exact name of registrant as specified in
its charter)
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Minnesota
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1-7945
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41-0216800
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3680 Victoria St. North, Shoreview, Minnesota
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55126-2966
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (651)483-7111
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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DLX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 403 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On March 25, 2020,
in response to the potential effect of the COVID-19 pandemic on revenue, the Board of Directors (the “Board”) of Deluxe
Corporation (the “Company”) approved the implementation of a 20 percent salary reduction for all of the Company’s
named executive officers for the second quarter of 2020, starting April 1, 2020 and through June 30, 2020.
In connection therewith,
the Board approved the First Amendment (the “Amendment”) to the Employment Agreement, dated October 14, 2018, between
the Company and Barry C. McCarthy (the “Employment Agreement”).
Pursuant to the Amendment,
Mr. McCarthy’s base salary will be reduced by 20 percent for the second quarter of 2020, starting April 1, 2020 and through
June 30, 2020. In addition, the Amendment clarifies that any incentive payments or payments upon termination will be calculated
based on Mr. McCarthy’s regular base salary, without regard to the temporary pay reduction set forth in the Amendment.
A copy of the Amendment
is filed as Exhibit 10.1 to this report. The description of the Amendment set forth herein is subject in its entirety to
the actual terms of the Amendment set forth on Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 26, 2020
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DELUXE CORPORATION
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/s/ Jeffrey L. Cotter
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Jeffrey L. Cotter
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Chief Administrative Officer,
Senior Vice President and
General Counsel
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