8-K

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): October 3, 2022

DELUXE CORPORATION

(Exact name of registrant as specified in its charter)

MN	1-7945	41-0216800
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
801 S. Marquette Ave., Minneapolis, MN	55402-2807
---	---
(Address of principal executive offices)	(Zip Code)

(651) 483-7111

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $1.00 per share	DLX	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2022, Deluxe Corporation (the “Company”) announced the appointment of Chip Zint as Senior Vice President, Chief Financial Officer of the Company, effective October 17, 2022. Mr. Zint, age 37, has served as the Vice President of Finance of the Company since August 2020. Prior to that, Mr. Zint served in finance and management positions at NCR Corporation, a software, consulting and technology company, from 2007 to 2020.

Mr. Zint will receive a base salary of $400,000 and will participate in the Company’s executive compensation program, including its annual and long-term incentive plans.

On October 3, 2022, Scott Bomar, the Senior Vice President and Chief Financial Officer of the Company, tendered his resignation to the Company, effective October 17, 2022.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

The full text of the press release announcing Mr. Zint’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Refer to the Company’s Current Report on Form 8-K filed on August 4, 2022 for the reconciliation of non-GAAP financial measures included in the press release to the directly comparable GAAP financial measures.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>Number	Description
99.1	Press Release, dated October 7, 2022, of Deluxe Corporation
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 7, 2022

DELUXE CORPORATION
/s/ Jeffrey L. Cotter
Jeffrey L. Cotter
Senior Vice President, Chief
Administrative Officer and
General Counsel

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Tom Morabito, VP, Investor Relations	Cam Potts, SVP, CCO
470-607-5567	651-233-7735
tom.morabito@deluxe.com	cameron.potts@deluxe.com

DELUXE APPOINTS CHIP ZINT AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Scott Bomar returning to former employer

Company reaffirms full year fiscal 2022 financial guidance

MINNEAPOLIS—October 7, 2022—Deluxe (NYSE: DLX), a Trusted Payments and Business Technology™ company, today announced the appointment of Chip Zint as Senior Vice President and Chief Financial Officer, effective October 17. Zint will succeed Scott Bomar, who is stepping down to assume a senior role at a former employer.

Zint joined Deluxe in 2020 and has been serving as Vice President, Corporate Finance. In this role, Zint has been responsible for the company’s analytical, financial plans and policies, meeting regularly with the Board. Zint was instrumental in the company’s successful First American acquisition and has helped with sales driven revenue growth through the company’s One Deluxe model. Prior to joining Deluxe, Zint held senior finance roles with increasing responsibilities for nearly 14 years at NCR Corporation, most recently serving as vice president of Finance and CFO for the Hardware Division.

“Chip has a great set of leadership, financial planning and analysis skills, which are complemented by a deep understanding of Deluxe and the broader Payments industry,” said Barry McCarthy, President and Chief Executive Officer of Deluxe. “Chip is a proven leader who has earned the confidence of the entire Board of Directors and management team. He is the right leader to help drive our financial future as a Payments and Data company.”

“I am eager to continue the work already underway to advance our strategy and execute on our financial objectives,” said Zint. “I am grateful to Scott for his leadership during my time at the company, which has helped position me and the finance team for continued success.”

Deluxe has established a deep pool of internal talent enabling the company to promote from within. Under McCarthy’s leadership, the company has created extensive succession planning that has allowed it to promote qualified individuals to assume leadership positions, providing for quick and seamless transitions.

“I want to thank Scott for his contributions during his time as CFO of Deluxe. Since joining Deluxe, he has helped in accelerating our transformation while building a talented finance and accounting team. I wish Scott the best in his next chapter,” McCarthy continued.

Deluxe also reaffirmed its financial outlook for the full year 2022:

•Full year revenue growth outlook is expected to be 10% to 12%, excluding the impact of business exits, or 8% to 10% as reported.

•Full year adjusted EBITDA rate is expected to be 18.5% to 19.0% with the fourth quarter rate being higher than the third quarter due to the company’s normal seasonality pattern.

•Capital expenditures of approximately $105 million.

As previously noted, the guidance outlined above is subject to, among other things, prevailing macroeconomic conditions, anticipated continued supply chain constraints, labor supply issues, inflation, and the impact of recent divestitures.

About Deluxe

Deluxe, a Trusted Payments and Business Technology™ company, champions business so communities thrive. Our solutions help businesses pay, get paid, and grow. For more than 100 years, Deluxe customers have relied on our solutions and platforms at all stages of their lifecycle, from start-up to maturity. Our powerful scale supports millions of small businesses, thousands of vital financial institutions and hundreds of the world’s largest consumer brands, while processing approximately $3 trillion in annual payment volume. Our reach, scale and distribution channels position Deluxe to be our customers’ most trusted business partner. To learn how we can help your business, visit us at www.deluxe.com.

Forward-Looking Statements

Statements made in this release concerning Deluxe, the company’s or management’s intentions, expectations, outlook or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions or beliefs and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: potential continuing negative impacts from pandemic health issues, such as the coronavirus / COVID-19, along with the impact of government restrictions or similar directives on our future results of operations and our future financial condition; uncertainties related to the Russia-Ukraine dispute; the impact that further deterioration or prolonged softness in the economy may have on demand for the company’s products and services; continuing cost increases and/or declines in the availability of materials and other services; the company’s ability to execute its transformational strategy and to realize the intended benefits; the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the company’s control; declining demand for the company’s checks, check-related products and services and business forms; risks that the company’s strategies intended to drive sustained revenue and earnings growth, despite the continuing decline in checks and forms, are delayed or unsuccessful; intense competition; continued consolidation of financial institutions and/or additional bank failures, thereby reducing the number of potential customers and referral sources and increasing downward pressure on the company’s revenue and gross profit; risks related to the company’s acquisition of First American Payment Systems, including integration-related risks; risks that future acquisitions will not be consummated; risks that any such acquisitions do not produce the anticipated results or synergies; risks that the company’s cost reduction initiatives will be delayed or unsuccessful; risks related to any divestitures contemplated or undertaken by the company; performance shortfalls by one or more of the

company’s major suppliers, licensors or service providers; unanticipated delays, costs and expenses in the development and marketing of products and services, including web services and financial technology and treasury management solutions; the failure of such products and services to deliver the expected revenues and other financial targets; risks related to security breaches, computer malware or other cyber-attacks; risks of interruptions to the company’s website operations or information technology systems; risks of unfavorable outcomes and the costs to defend litigation and other disputes; and the impact of governmental laws, regulations or investigations. The company’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from the company’s current expectations are contained in the company’s Form 10-K for the year ended December 31, 2021 and other filings made with the SEC. The company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.