Business Context and Reporting Period
This Form 8-K filing by Deluxe Corporation reports on the results of its annual shareholders meeting held on April 27, 2011. The company is incorporated in Minnesota with principal executive offices in Shoreview, Minnesota.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
Shareholder participation was high, with 42,484,982 shares represented (82.5% of the 51,473,035 shares outstanding). Four items were voted upon:
- Election of Directors: All nine nominees were elected. While most received over 90% support, Charles A. Haggerty received 30,196,916 votes "For" and 6,415,269 "Withheld," and Mary Ann O'Dwyer received 33,906,938 votes "For" and 2,705,247 "Withheld."
- Say-on-Pay Vote: The non-binding resolution on executive compensation was approved with 34,792,130 votes "For" versus 1,690,330 "Against."
- Frequency of Say-on-Pay Votes: Shareholders voted to conduct future say-on-pay votes annually. The "One year" option received 30,143,352 votes, compared to 6,029,103 for "Three years."
- Ratification of Auditors: The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2011, was ratified with 42,073,183 votes "For."
Guidance, Outlook, and Management Commentary
Based on the shareholder voting results regarding the frequency of say-on-pay votes, the Board of Directors has decided to conduct these votes every one year until the next advisory vote on frequency is requested. No financial guidance, risk factors, or unusual items were disclosed in this filing.
Important Facts for Investors to Verify
- Verify the specific reasons for the higher number of withheld votes for directors Charles A. Haggerty and Mary Ann O'Dwyer compared to other nominees.
- Confirm the company's commitment to annual say-on-pay votes as decided by the Board following the shareholder advisory vote.
- Review the full proxy statement for detailed executive compensation data referenced in the say-on-pay vote.