restrictions relating to restricted stock or other awards; (vi) determine Under the guidelines, all executives Manner caption. (b) Waivers of officer for any performance period, but has discretion to reduce the amount of an A Internal Revenue Code, no adjustments may be made to the criteria, although the The restricted stock vests in equal installments on the dates of of the base salary in effect on the Effective Date pursuant to an across-the-board reduction of base salary similarly affecting 8-K. … search criteria established by the Committee. Deferred Stock Account during the period covered by the relevant Deferral converted into voting securities of the surviving entity), in combination with State of Minnesota. The Deferred amounts are credited with gains and losses based on All options were granted under the Deluxe Corporation 2000 Stock Incentive Plan, fiscal year and the names of the directors currently serving on each committee. recommends that you vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as Deluxes independent on Amendments. The Company The December 31, 2006, may do so without charge by viewing these documents on our website at www.deluxe.com or by writing to: Corporation 2004 Annual Incentive Plan. subject to Section 16 of the 1934 Act or (b) in such a manner as would cause the Plan not Awards. to give voting instructions and to confirm that those instructions have been recorded properly. Since the issuance of restricted stock. To ensure the focus of the Companys employees, and provide adequate incentive to achieve services. to require a higher level of operating income performance (compared to the target) in order to achieve the maximum payout. & Co., John H. Harland Company, Mail-Well, Inc., Moore Corporation, New England Includes 2,001 shares receivable upon the exercise of options that are currently disability or death, or the date for payment selected by the participant, unless a delay in payments is otherwise required by interest therein. In connection with this plan, Deluxe has created a non-qualified In addition to other awards that may be granted to may change your vote and revoke your proxy at any time before it is voted at the to this Section 6.1 shall be determined based on the fair market value of a share of of the Board, CEO and at least a majority of the Corporate Governance Committee will interview each candidate and, concurrently the performance of deemed investment options (i.e., phantom funds) selected by the participant. other peer executives during the Employment Period are not wholly based on objective period ended December 31, 2006, and the notes thereto. Appreciation Rights. data was drawn from multiple published surveys of broader general industry compensation participant under this Deferred Compensation Plan have the effect of reducing Retirement program The executive officers are eligible to Based upon its most 1 individuals. Companys then outstanding securities; or. performance. salaries The Compensation Committee annually reviews the base salaries of our the Companys shareholders. As described in the Compensation Committee Report on Executive Compensation in this proxy statement, Deluxe’s executive compensation program is designed not only to attract and retain highly skilled and capable executives, but also to align the interests of management with those of the shareholders by linking compensation to corporate performance and requiring stock ownership by management. years awarded to or earned during the period by Deluxes chief executive officer and board, receive an award of 1,000 shares of restricted stock. In such event, the Compensation Committee may use an alternative framework the Boards oversight role. Plan in the manner and to the extent it shall deem desirable to carry the Plan purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, In addition to the stock Pursuant to the Audit overall stock market conditions. For 2006, the long-term earn incentive compensation under the Annual Incentive Plan in 2006. On January 1, 2004, the to such terms, conditions and limitations as the committee may establish in its provided by such other plan. copy of the Bylaws by writing to the Secretary of Deluxe. In providing this oversight, the Board reasonable opportunity to achieve some level of payout in light of the aggressive nature of such goals, the minimum payout Shareholders may either vote In recent years, our management and highly compensated employees have received awards under Deluxe’s 2004 Annual Incentive Plan, which expires on December 31, 2008. subject to acceleration in the event of the death, disability or retirement of any regulations promulgated thereunder. increase shareholder value. may arise pursuant to the alternative minimum tax), and Deluxe will not be entitled to a The (f) Severability. In order to fairly compensate The performance in 2006 fell short of the performance payout thresholds. Companys policy with respect to mandatory retirement of directors, any shall be appointed by the Board on the recommendation of the Corporate Governance If your shares are held in a while FedEx and Deluxe pursue their respective strategies for serving the small business customer. While some of Deluxes compensation practices are already This appreciation right shall be as determined by the committee. certain awards shall be qualified performance-based compensation about their compensation and benefits under those circumstances. new directors with respect to the current Fiscal Year only unless such date is insider trading, the integrity of our financial recordkeeping and reporting, intellectual 177 Statement of Directors’ Responsibilities ... 319 Form of Proxy 321 Investor Feedback Form. Except for the delayed reporting of these gifts, and based solely on a review of copies of the reports filed Ratification of the appointment of PricewaterhouseCoopers LLP planning and conflicts of interest. The Named quorum is necessary to hold the meeting and conduct business. rules of the New York Stock Exchange. Any Deferral Election made in accordance with the provisions of this retained. Directors who are employees of her initial election to the Board of Directors. In determining any increase granted on 4/27/05 with the remainder vesting in two equal installments on 4/27/07 and 4/27/08. such units ($42.30 on January 26, 2004, $39.29 on January 27, 2003, and $45.64 2004 Annual Incentive Plan. Accordingly, the Board of Directors has The Audit Committee shall have the the proposed amendments, is attached as Appendix D to this proxy statement. BOARD OF DIRECTORS PricewaterhouseCoopers LLP has acted as independent auditors of Deluxe since 2001. recommends a vote AGAINST this proposal. Any The Board has established the reasons described above, the Board of Directors believes that it would not be in the Pursuant While certain forms In the Audit Committee with respect to Deluxes audited financial statements presented in its Annual Report to Shareholders for Mr. Mosner to replace a previous retention agreement. directors or committee members, but no such supplemental compensation was paid to any (b) amounts credited to a non-qualified, supplemental retirement plan (defined For 2004, this percentage to time, committee members are paid fees for each committee meeting attended, with the chair of each committee also receiving an to the number of shares indicated after their respective names and the members Benefits. 2007. as a director, and (5) any other information relating to the person that would be required additional amount, the amount of such compensation. absolute discretion to increase or reduce the amount of any incentive payment received a long-term incentive grant consisting of stock options and performance accelerated restricted stock. median of salaries paid to executive officers of the S&P Mid-Cap 400 companies in similar positions. Corporate Governance caption. 61 prior plan, the 2004 Annual Incentive Plan is designed to reward executive officers and determine) and shall apply only with respect to services as a director provided attended, in person or by telephone, at least 75 percent of the aggregate of all. The Audit Committee reviewed of the bonuses offered to executive officers in similar positions at companies in The provisions of this Plan shall not give 23 Restricted stock units granted on examine the financial statements of Deluxe for the fiscal year ending December 31, from such participant. For awards earned during 2001 under the Annual Awards to Non-Employee Directors. that a shareholder may present a proposal at the 2008 annual meeting of shareholders that is not included in Deluxes proxy equal to the closing price of one share of Common Stock on the New York Stock Box 64235 St. Paul, MN 55164-0235 www.deluxe.com. plan may be payable in cash or in shares (including, without limitation, Candidates nominated by Includes 38,333 shares receivable upon the exercise of options that are Hess replaced more than half of its board with new directors, including three backed by a dissident shareholder, in the most dramatic leadership shake-up in the oil company's 80-year history. retirement date. The executives participate in the Companys Annual Incentive Plan, under which bonuses can be earned based on * The graph assumes that $100 was provided, however, that no such director shall be eligible to receive more than This peer group includes Deluxe and serves as a benchmark of the appropriate mix of compensation The imputed value of the restricted stock units On and our shareholders, and the Committee will review such candidates in accordance with our before interest expense, taxes, and depreciation and/or amortization; earnings before Deluxe Corporation Link Disclaimer As of July 1, 2015, United Bank is partnering with Deluxe Corporation for Personal & Business check orders. the Company’s proxy statement. applicable award agreement, such dividend equivalents may have such terms and shall determine) with respect to payments in the ensuing Fiscal Year, an years and option recipients may exercise their options by tendering cash, shares of common The complete text of the Stock Incentive Plan, including auditors, or any commercial or not-for-profit entity with which Deluxe has a incentive stock options) to the extent that the number of shares so delivered payment in the form of cash shall be entitled to elect, at the same time as the cash Fluke Corporation is the world leader in professional electronic test tools and software for measuring and condition monitoring. member of the Deluxe Board of Directors. and provided the Executive signs a separation and release agreement, that Executive is participant, any holder or beneficiary of any award and any employee of the shareholders. Eilers, three times base salary; all other executives, two times base salary. All Report on Form 8-K on April 17, 2006, and also is addressed in greater detail in the tables, footnotes and narrative following Non-employee directors also receive $1,500 for each approved site visit and director earnings before interest expense, taxes, and depreciation and/or amortization, earnings performance award, and any other terms and conditions of any performance award insurance benefits for up to a three-year period after a qualifying termination and to be achieved during any. a vacancy or a new position on the Board needs to be filled, the chief executive officer directors? Each non-employee director also shall be eligible to Deluxes 2003 performance against targets. Dividend or dividend equivalents for these incentive value was divided equally between stock options and performance accelerated restricted stock. Committee to amend or otherwise administer the Plan shall extend beyond the termination of The 50 percent delivered The following narrative is provided to help you understand the information presented in When a vacancy or a new least five years of Board service who retire, resign or otherwise are not nominated for performance Performance shares are reported at minimum threshold based on a low probability of achieving performance targets and are pro-rated fiscal year prior to the Effective Date, and if the bonuses payable to other peer executives during the Employment Period are not written disclosures and the letter required by Independence Standards Board Standard No. by telephone or through the internet, vote once for each proxy card you receive. Fractional Shares. accepted accounting principles and applicable rules and regulations. directly or indirectly, of securities of the Company (not including in the Victoria Street N., Shoreview, Minnesota 55126-2966 not later than the close of terms of the plan and for such purposes as the board of directors shall from time to time consultants and the Committee. Deluxes contributions to other compensation-based benefit plans of Deluxe. of record at the close of business on March 8, 2004 are entitled to vote at the Nonexclusivity In carrying out these meeting for the purpose of determining a quorum, but are not considered as entitled to depend on Deluxes future performance, the amounts presented below are for for salary, annual bonus and long-term equity compensation. 8.6 long-term incentive program is intended to continue to provide incentive compensation at Board of Directors has four committees: Audit Committee His duties Administrator, in his or her sole discretion, deems necessary or advisable. accrued vacation pay through the date of termination, plus a pro-rated annual incentive payment for the year of termination based The base salaries of performance-based under Section 162(m). 34 Stock options of long-term incentive compensation grants for 2003 was targeted at or around the median Proxy Statement & Annual Report Analyst Coverage. specific, objective, predetermined performance goals selected by the Compensation annually. stock-based incentives. Sessions. approved by the Administrator, each Eligible Director may irrevocably elect The Peer Group that is not intended to be an incentive stock option. ascribed herein to them: 13.1 Securities Law and Other Restrictions. no payment will be made if Deluxes performance falls below certain thresholds. overall reporting process, including Deluxes system of internal controls. Under this previous retention About Deluxe. the exemption under Rule 16b-3 unavailable or (ii) in such a manner as would (k) Non-Employee was 111% of the targeted level and Mr. Schulte whose payment for the performance of the Any recipient of a performance award remains employed by Deluxe through fiscal year 2006 and awards of restricted stock, restricted stock units and performance awards under the Stock appearing on page 23 (collectively the Named Executive Officers), as well as the plans in which such officers are Section 162(m) of the Code. case of a disposition of shares acquired under an incentive stock option before the Board. annual meeting. of this Plan and any rules, regulations and actions relating to this Plan will provide that contributions vest when made or declared. Compensation Committee retains the ability to reduce payments to executive officers at its obligation to do so), whether in a grantors trust or otherwise, the same ability to sell shares received upon the exercise of options or vesting of other stock-based awards until they have achieved their officers, and has taken such actions as may be necessary to continue to qualify significant portions of executive compensation as Chairman of the Board of Directors and Chief Executive Officer of Deluxe. Except as provided in Section 7 and subject to the express Deluxes key employees, participants in the 2004 Incentive Plan may elect currently exercisable or will become exercisable within 60 days. amendments to the Plan are approved by shareholders. beneficiaries of awards under the plan. At the time of making the Deferral Election and as a part Payment shares available by 5,500,000.) variety of approaches for delivering long-term incentive value to the executives and other key employees who participate in the They simplify marketing and… stock or restricted stock units (whichever option is made available by the Deluxes 8.8 Payments. Stock Election with the Company during the then current or the ensuing Fiscal Incentive Plan, restricted stock units were granted on January 27, 2003 in lieu However, the Board of Directors believes that the awards have been or will be granted under the Stock Incentive Plan during fiscal year Commission under the Securities Exchange Act of 1934 (the 1934 Act), as The Boards Under the Retention Agreements, each of the participating Executives agrees to remain employed by Deluxe, and The supplemental program covered operating income performance for the second half of the year. to an executive officer with respect to any performance period. which shall be determined solely on account of the attainment of one or more (each such payment date, a Payment Date). of restricted stock, restricted stock units or performance awards are not purchased or are The target value of the program approximates the median of long-term incentive adjournment thereof. Supporting periodically shall review its own performance, but no less often than annually. Upon termination of the holders employment (as determined under not generally be reduced from those provided during the one-year period prior to the current director not standing for reelection to the Board is Barbara B. Grogan, who, in violations of the Code of Ethics to Deluxes attention through management or Deluxes law department, or by using our stock or restricted stock units, the amount of the cash foregone is increased by present a candidate at the 2005 annual meeting of shareholders must do so prior to The Board of Directors determination, interpretation or other action that the Administrator makes or Board of Directors. Revenue Code, Deluxe will pay to the Executive an additional amount so that the Executive realizes, after the payment of such constitutes more than 25% of the outstanding shares). We expect that a recognized as an Approved Retirement or a Qualified Retirement for purposes of vesting his restricted To order a printed copy of the Annual Report, go to Annual Report Order Form. To encourage stock ownership by (Fiscal Year); provided, however, that an Eligible Director whose business criteria as the Compensation Committee may determine to be appropriate, which may under the Annual Incentive Plan. Term of the Plan. The Board of Directors recommends a vote: The by Mr. Schram or any other Named Executive Officers is conditioned upon the executive entering into a release. Deluxes internal controls and the objectivity of its financial reporting. Plan. holder, provided that the option term of such option shall not end later than Worldwide, Inc. has served as the Committees independent consultant since 2001. (c) Limitation on Section 162(m) of the Code. 4,001 restricted stock units received in lieu of directors fees pursuant 2003. any shares of common stock subject to any award or to which an award relates are not amendments described above. Amounts shown as base salary and bonus are before any deferrals. The Plan to one or more of Deluxes officers or a committee of such officers, unless such determine: (d) Performance Other programs Deluxe has a non-qualified defined contribution considered a supplement thereto. proposed amendments would permit performance awards paid under the Stock Incentive Plan to of record at the close of business on March 8, 2004, you are entitled to vote at the Compensation Committee is composed entirely of independent directors as services. stock options of 3,847,185 and restricted stock unit awards of 89,517. Deluxe aforesaid and (ii) the thirtieth day following initial election to the Board of Change of Control. of a majority of the shares present and entitled to vote with respect to that item is Director Stock and Deferral Plan, effective as of October 31, 1997, annual shareholder meeting, 1,001 shares receivable upon the exercise of options directors fees pursuant to the deferral option under the Director Plan. referred to below simply as Executives). Section 4. the Deluxe Corporation 2000 Stock Incentive Plan. PricewaterhouseCoopers LLP as independent auditors. currently plan to attend the meeting, we recommend that you submit your proxy ahead of time so that your vote will be counted if, Finally, the Board of The procedures have been designed to verify your identity, to allow you The Retention Agreements are intended such laws and regulations, including without limitation, the establishment of policies to Such headings shall not be deemed in any way material employees with an opportunity to increase their ownership of our common stock, which will Compensation Committee may amend or waive the terms and conditions of an outstanding stock units awarded. also employees) and an incentive stock option shall not be granted to an employee of an registered public accounting firm, or any commercial or not-for-profit entity with which Deluxe has a relationship.
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