Deluxe Corp 8-K, filed Jan 6, 2023
Deluxe Corp (DLX)
8-K
2023-01-06
For: 2023-01-02
View Original
Added on
April 04, 2026
About this 8-K
Deluxe Corp filed this 8-K on January 6, 2023, reporting on events of January 2, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): January 2, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||
| of incorporation) | File Number) | Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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).
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 January 2, 2023, Christopher L. Thomas, Senior Vice President, Chief Revenue Officer (“CRO”) of Deluxe Corporation (the “Company”), entered into a Separation Agreement with the Company providing for the transition out of the role of CRO and into the role of a Special Advisor to the Company’s Chief Executive Officer, effective January 6, 2023. Mr. Thomas will serve as Special Advisor during a transition period until Mr. Thomas’ separation from the Company on April 28, 2023 (the “Separation Date”). In accordance with the terms of the Separation Agreement, Mr. Thomas’ compensation and benefits will continue during the transition period as in effect on December 1, 2022. The Separation Agreement provides for the release of claims by Mr. Thomas as of the date of the Separation Agreement and a second release following the Separation Date (the “Second Release”).
In connection with his separation, Mr. Thomas will also be entitled to receive severance payments in accordance with the Company’s Severance Plan for Certain Executive Level Employees (the “Executive Severance Plan”), subject to his providing the Second Release. Pursuant to the terms of the Executive Severance Plan, following the Separation Date, Mr. Thomas will be entitled to receive: (i) a severance payment equal to twelve months of his base salary, (ii) a cash bonus equal to one-third of his target bonus for fiscal year 2023 and (iii) a one-time payment of $45,000. He is also required to comply with the post-employment restrictions and the other terms of an existing confidentiality agreement and non-competition agreement. Mr. Thomas’ outstanding equity awards will be handled in accordance with the applicable terms of the Company’s related plans and awards, copies of which have been previously filed with the Securities and Exchange Commission. Mr. Thomas will also receive his fiscal year 2022 cash bonus and any payment under the retention agreement into which Mr. Thomas previously entered with the Company. Each of these payments will be made in the spring of 2023, prior to the Separation Date.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 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) | |||||||
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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: January 6, 2023
| DELUXE CORPORATION | ||||||||
| /s/ Jeffrey L. Cotter | ||||||||
| Jeffrey L. Cotter | ||||||||
| Senior Vice President, Chief | ||||||||
| Administrative Officer and | ||||||||
| General Counsel | ||||||||
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