Deluxe Corp 8-K, filed Mar 26, 2020
Deluxe Corp (DLX)
About this 8-K
Deluxe Corp filed this 8-K on March 26, 2020, reporting on events of March 25, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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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.
| Exhibit Number | Description | |
| 10.1 | First Amendment to the Employment Agreement, dated October 14, 2018, between Deluxe Corporation and Barry C. McCarthy. | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
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
| DELUXE CORPORATION | |
| /s/ Jeffrey L. Cotter | |
| Jeffrey L. Cotter | |
| Chief Administrative Officer, Senior Vice President and General Counsel |
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (“Amendment”) is entered into as of March 25, 2020 (the “Effective Date”), by and between Deluxe Corporation, a Minnesota corporation, whose address is 3680 Victoria Street North, Shoreview, MN 55126 (the “Company”), and Barry C. McCarthy, an individual (“Executive”).
WHEREAS, the Company and Executive entered into an Employment Agreement effective October 14, 2018 (the “Agreement”).
WHEREAS, in response to the potential effect of the COVID-19 pandemic on Deluxe’s revenue, the Company has decided to reduce Executive Leadership Team members’ base salaries by 20% during the second calendar quarter of 2020;
WHEREAS, the Company and Executive would like to amend the Agreement to temporarily reduce Executive’s Base Salary, as defined in the Agreement and in effect on the date this Amendment is executed, for the second calendar quarter of 2020; and
WHEREAS, this Amendment shall supplement the Agreement.
NOW, THEREFORE, as of the Effective Date, the Agreement is hereby amended as follows:
1. Executive’s Base Salary, as defined in the Agreement, shall be temporarily reduced by 20 percent for the second quarter of 2020, starting April 1, 2020 and through June 30, 2020 (the “Temporary Pay Reduction”).
2. Any Incentive Pay or Payments Upon Termination, as defined in the Agreement, provided to Executive will be calculated based on Executive’s regular Base Salary, without regard to the Temporary Pay Reduction.
3. The Agreement remains unchanged except as set forth in this Amendment.
IN WITNESS THEREFORE, the undersigned have executed this First Amendment to Employment Agreement as of the date set forth above.
| DELUXE CORPORATION | EXECUTIVE | |
| /s/ Jeffrey L. Cotter | /s/ Barry C. McCarthy | |
| By Jeffrey L. Cotter | Barry C. McCarthy | |
| Its: Chief Administrative Officer |