8-K: Current report filing
Published on February 20, 2020
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): February 19, 2020
(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) |
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(651 ) 483-7111
Registrant's telephone number, including area code
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:
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 February 19, 2020, the Board of Directors (the “Board”) of Deluxe Corporation (the “Company”) unanimously appointed William C. Cobb to the Board to serve for a term ending at the 2020 Annual Meeting of the Shareholders. The Board also appointed Mr. Cobb to serve as a member of the Audit and Finance Committees of the Board. Effective as of Mr. Cobb’s appointment, the size of the Board was expanded to 11 members.
The Board has determined that Mr. Cobb qualifies as an independent director under the listing standards of the New York Stock Exchange.
Mr. Cobb’s compensation for Board service will be consistent with the arrangements described in the Company’s definitive proxy statement filed on March 19, 2019, under “Non-Employee Director Compensation.” In connection with his appointment to the Board, Mr. Cobb received restricted stock units on February 19, 2020 with a grant date fair value of approximately $35,000, which will vest on the first anniversary of the grant date.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the appointment of Mr. Cobb to the Board is furnished herewith as Exhibit 99.1.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description |
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99.1 |
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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 |
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101.SCH |
XBRL Taxonomy Extension Schema Document |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
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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: February 19, 2020
DELUXE CORPORATION |
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/s/ Jeffrey L. Cotter |
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Jeffrey L. Cotter |
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Senior Vice President, Chief |
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Administrative Officer and |
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General Counsel |
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