Business Context and Reporting Period
This Form 8-K filing by Deluxe Corporation (Deluxe Corp) reports corporate governance changes effective July 1, 2016, with the report dated July 8, 2016. The filing addresses the resignation of a director and the appointment of a new director to the Board.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to director compensation:
- Annual Cash Retainer: $70,000 for Board service.
- Committee Retainers: $13,000 for the Audit Committee and $7,000 for the Finance Committee.
- Equity Grant: 1,661 shares of restricted stock awarded to the new director.
Material Changes
The filing details the following changes to the Board of Directors:
- Resignation: Mary Ann O'Dwyer resigned from the Board effective July 5, 2016, due to health reasons. She served as Chair of the Audit Committee and a member of the Corporate Governance Committee. There was no disagreement with the Company.
- Committee Leadership Change: Charles Haggerty was appointed Chair of the Audit Committee on July 7, 2016.
- New Appointment: John L. Stauch was appointed to the Board on July 7, 2016. He was also appointed to the Audit and Finance Committees. Mr. Stauch is currently the Executive Vice President and CFO of Pentair plc.
Outlook, Risks, and Management Commentary
The filing states that all directors are subject to annual election by shareholders. It is expected that Mr. Stauch will be a nominee for election at the 2017 annual meeting. No specific risks, contingencies, or unusual items were disclosed in this report.
Investor Verification Checklist
- Verify the effective date of Mary Ann O'Dwyer's resignation (July 5, 2016).
- Confirm the new composition of the Audit Committee following the appointment of Charles Haggerty as Chair and John L. Stauch as a member.
- Review the terms of the restricted stock award granted to John L. Stauch (1,661 shares) as detailed in the referenced Form 10-K Exhibit 10.22.
- Check the upcoming 2017 annual meeting proxy statement for the nomination of John L. Stauch.