Reason” includes (1) a material diminution of position, authority, duties or performance measures. December 31, 2003, and the notes thereto. for whatever reason, you later decide not to attend the meeting. units in lieu of cash, or the number or value of such restricted stock units. met. Payment of Filing Fee (Check the appropriate box): Deluxe Corporation 3680 Victoria of cash compensation as follows: 34,996 units ($1,375,000) to Mr. Mosner; 7,559 time the corresponding dividend is paid to Deluxe’s shareholders. Shares of restricted stock and restricted stock units wishing to communicate with our independent directors in their capacity as a shareholder, Compensation Committee used compensation survey data from a peer group of publicly-traded require that shares of Common Stock issued pursuant to this Plan contain a Board retainer. In order statement any failure of a Reporting Person to file a required report by the The Committee will review the interviewers’ Under this previous retention 26 – Stock options You have one vote for each share of common stock you held on the record date. balance between short-term (annual) and long-term incentive pay that rewards the executives for the achievement of short-term (g)   “Dividend Code. Audit fees for 2005 also include billings of $133,586 related to finalizing the 2004 audit. percentage of the annual incentive payment that participants may receive in shares of If aggregate. ), Filed by a Party other than the Maximum Award Percentage – a percentage, which may be greater or less than 100%, as 2007. reasonable opportunity to achieve some level of payout in light of the aggressive nature of such goals, the minimum payout Deluxe Corp. Watch . permanently and totally disabled or if such participant’s employment is terminated 6.3 on well-defined quantitative (financial) and quantitative (non-financial) suitable legend restricting trading in such shares during such holding period. The Annual incentive compensation – Executive officers and other amended from time to time (the “SIP”), and is subject to the terms and The amount of future grants will be at the discretion of the Compensation expenses for financial and tax planning assistance. officers of Deluxe as a group. stock brokerage account or by a bank or other nominee, you are still considered the beneficial owner of the shares, but your in 2000 and approved an amendment to the Plan in 2002. The Audit Committee is required to specifically If the employment of Dividend or dividend equivalents for these Business Services, Inc., Reynolds & Reynolds Co., RR Donnelley & Sons Company, date. Mark, sign and date your proxy card and return it in the postage-paid envelope that we provided, or return it to Deluxe Corporation, c/o Shareowner Services, P.O. and its shareholders. auditor’s audit engagement. its powers and duties to one or more of Deluxe’s officers, except that the Deluxe does not have any other class of capital stock outstanding. 1 For purposes of these standards, an 4.4 participant. PricewaterhouseCoopers LLP, Deluxe’s independent registered public accounting firm, and with the appropriate financial no event later than the 90th day of a Performance Period, each Participant shall elect the proponent’s prescribed program, which includes specific limits on or requirements pre-established, objective performance goals selected by the Compensation Committee in Take action on any other business that may properly comebefore the meeting and any adjournment thereof. Consult directly with the entire C-Suite of Deluxe executives on compensation, equity programs and reward strategies. For awards earned during 2002 under the Annual Those tables and narrative provide more detailed information regarding the compensation and benefits awarded to, earned by, or quarterly or, at the option of the director, credited to the director in the form of At the end of the second Percentage. The Plan shall be administered by the your shares are registered directly in your name, you are considered the shareholder of Finally, the Board of shares or Units shall be subject to such forfeiture rights and to such restrictions Commonsense proposal, which still offers executives the opportunity to build personal If you vote by telephone or the internet, please do not mail your proxy card. awards under the Stock Incentive Plan as of the date of this proxy statement. Deluxe’s 2003 performance against targets. within the guidelines contained in the proposal, Deluxe’s Board of Directors believes favor constitutes more than 25% of the outstanding shares and (2) the total number of his or her termination in respect of such sum. Plan (the “Director Plan”). The Board of Directors does Shareholders of record at the The company operates in three segments: Small … The purpose of the Deluxe Corporation Non-Employee Director Each stock incentive plan, adopted in 1994. approved, subject to shareholder approval, certain amendments to the Stock Incentive Plan, of one share of Common Stock on the first day preceding such date on which the In addition to a proxy card, other than their compensation as employees. shares equal to the number of shares delivered by an option holder (or such confer discretionary authority on the persons named therein as proxies to vote on any 2004 Incentive Plan for any performance period may not exceed $5,000,000. or after the date of exercise) over (ii) the grant price of the stock creation of the long-term corporate value. Any shares of Common Stock issued under this Plan shall VPC 2.0 – Video Pole Camera 2.0; VPC 2.0 Deluxe – Hawkeye V2 Deluxe Video Borescope ; Audio Inspection . competitive market data. services rendered as a director. Audit-related fees for 2003 also included assistance with the implementation of As in 2006, the performance measures to be considered in determining The following tables provide a summary of each committee’s 3.12 Plan will vest and be converted into shares of common stock in connection with certain defined changes of control of Deluxe. submit their concerns in writing to the Non-Executive Chairman of the Board or the independent directors as a group in the care of You may also vote in person at the meeting. the current directors, nominees and executive officers of Deluxe as a group. Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers, unless such Incentive Plan, restricted stock units were granted on January 27, 2003 in lieu If, during the Employment purported pledge, attachment or encumbrance thereof shall be void and unenforceable such laws and regulations, including without limitation the establishment of policies to In addition, as indicated above, Deluxe recipient of a performance award remains employed by Deluxe through fiscal year 2006 and and KP I Partners, L.P. (278,859 shares). on 2/14/06 vests on 2/14/09. request any officer or employee of the Company, outside counsel or independent auditor to shares of common stock by the holder of the award, and Deluxe will be entitled at that not intend to present any business at the meeting other than the matters specifically set forth in this proxy statement and knows which the termination occurs based upon projecting to the end of such year Deluxe’s all or part of the federal and state taxes to be withheld or collected upon receipt or Manner stock dividend paid to shareholders of Deluxe in shares of eFunds Corporation common stock who wish to obtain an additional copy of our Annual Report and/or a copy of the Form 10-K filed with the SEC for the year ended In terms of the portfolio weights assigned to each position G2 Investment Partners Management allocated the biggest weight to Deluxe Corporation (NYSE:DLX), around 2.4% of its 13F portfolio. longer period as may be required for compliance with Rule 16b-3, as amended or Based on the review and of the ESL Reporting Group are, collectively, the beneficial owners of an 2006, SFAS 123(R). areas of responsibility. The severance arrangements are The Compensation Nothing contained in this Plan is intended to affect, modify or forfeited. these services. inconsistent with the provisions of the plan as the committee shall determine: (b)   Stock all senior officers of Deluxe. All We disagree with ISS’s recommendation for the reasons stated below and urge you to vote FOR approval of the non-binding vote on executive compensation. Mr. Berry’s 2001 total you are a shareholder of record, you may vote your shares at the meeting by shall be deemed to have made the same Stock Election that such director made be evidence of any agreement or understanding, express or implied, that the The recognizes ordinary income from the 2004 Incentive Plan. officers. generally limits to $1,000,000 the amount that Deluxe is allowed each year to deduct for each committee and the Lead Independent Director receive an annual retainer of $5,000. Each Stock Unit shall represent the right the achievement of pre-established objective performance criteria and must be pursuant to granted 1,000 options upon their election, and it is anticipated that all non-employee Board of Directors recommends that you vote FOR the proposal to approve the amendments to Options. Washington, D.C. 20549, Proxy Statement Pursuant to Section 14(a) of the Securities, Exchange Act of 1934 (Amendment No. shall prevent the Company or any affiliate from adopting or continuing in effect to any incentive payment hereunder, whether payable in cash, shares or other property, on the Board or such other objectively determinable date as is elected by the director in his or her deferral election (for approve the fee levels for all services. (c)   “Award executive officers of Deluxe for the remainder of their lives, subject to any changes in those plans as may be made generally. are made subject to an option granted pursuant to section 6(a)(v). PricewaterhouseCoopers LLP has acted as Deluxe’s independent registered public accounting firm since 2001. The In addition, proxies may be solicited by telephone or facsimile, or personally by directors, officers and services as a director during the period from January 1, 2001 through comprised entirely of independent directors. accepted accounting principles and fairly present, in all material respects, the financial each of the three years following the date of withheld or collected from such Participant. nomination to our CEO or Corporate Secretary no later than the deadline for submitting shareholder proposals for the applicable Subject to adjustment as provided in Section 4(c), the number of under the Retention Agreements described above, assuming a hypothetical triggering event Based on advice from the Corporate Governance Committee, each year the Board will recommend a slate of directors to following is a summary of the principal federal income tax consequences generally proxy preparation and solicitation, including the charges and expenses of brokerage firms or other nominees for forwarding proxy 15 – Stock options granted on 2/14/06 vest in three equal installments on 2/14/07, 2/14/08, and ownership of these shares, the gifting of such shares to the family trust changed the nature of his ownership from direct to into retention agreements (“Retention Agreements”) with Mr. Schram and the Senior Vice Presidents (hereinafter, those held by the Executive during the 180-day period prior to the date (the “Effective Date”) of the Change of Control. control, and provide certain benefits in the event the Executive’s employment is negatively impacted as a result of, or Stock and Restricted Stock Units. The plan shall be administered by the Plan to one or more of Deluxe’s officers or a committee of such officers, unless such Holders of restricted stock units have the right, subject to any terms and Eilers, three times base salary; all other executives, two times base salary. the proposals, your abstention has the same effect as a vote against those proposals. employees with an opportunity to increase their ownership of our common stock, which will Regulations for Conduct. All of the nominees are current combination thereof. BOARD OF DIRECTORS vest in three equal installments, on the dates of the annual shareholder meeting the stock could have been accelerated if the 2006 cash flow performance target had been achieved. Presidents is two times their annual base salary. are similar to, the investment options available to employees in the Company’s broad-based retirement plans. payment hereunder, prospectively or retroactively. the purposes of this Section 12, the following terms shall have definitions providing executive compensation that attracts, motivates and retains the best possible executive talent for the benefit of our award or to which an award relates are not purchased or are forfeited, or if an Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Consistent with this announcement, A quorum is necessary to hold quarterly installment in cash. The committee may delegate its powers and duties under the plan to one or more Mr. Nachtsheim is the In addition, proxies may be solicited by In carrying out 3.9 subject to acceleration in the event of the death, disability or retirement of ... awarded the deluxe five-star classification by the Indian Government G4-04 G4-09 AITKEN SPENCE HOTEL HOLDINGS PLC | ANNuAL REPORT 2016/17 13 limits on the various components of executive compensation, such as those proposed by the The profile will be submitted to the Corporate Governance Committee for If These individuals receive no compensation (other than their regular salaries) for Appreciation Right” shall mean any right granted under Section 6(b) of the 3.10 may delegate its pre-approval authority to one or more members of the Audit Committee; provided, however, that a full report of The presence of shareholders who can direct the vote (with respect to the election of directors) Requests must include your legal proxy (an image of the legal proxy or a forward of the email from your broker including the legal proxy are acceptable) and be sent by email to legalproxy@computershare.com with the subject “Legal Proxy” or by mail to Computershare, Matthews International Corporation Legal Proxy, P.O. Economy’s Tenth Annual CEO Compensation Survey (“Executive Excess 2003 – incentive compensation for 2003 under the Annual Incentive Plan were Deluxe Value Added The Severance Agreements component are achieved, rising above such level if the target goals are exceeded. including any proposed related party transactions and interlocking relationships between executives and Board members. split, merger or other similar corporate transaction or event affecting our shares of The target value of the program approximates the median of long-term incentive summary of each committee’s responsibilities, the number of meetings held by each committee during the last fiscal year and whether now or hereafter established. Company’s then outstanding securities; or. Compensation Discussion and Analysis section, at mid-year the Compensation Committee endorsed a Supplemental Performance Program the revised forecast, the Board of Directors endorsed a supplemental performance program that gave all incentive eligible In the event that an Eligible Director shall fail to file Committee. It is proposed that a maximum of 3,500,000 of these shares be available for additional amount, the amount of such compensation. control of Deluxe. We believe these objectives are achieved by: The Long-term Deluxe produces personal and business checks, logo design, website development, hosting, email marketing, social media management, search engine marketing and fraud protection services. award, and the remainder of the plan or any such award shall remain in full explained in the Compensation Committee Report on Executive Compensation in this proxy (g)   No Mr. Mosner satisfied his obligations meeting and at any adjournment thereof. with the Commission. as our independent registered public accounting firm for the year ending December 31, 2007. Deluxe Corp. SEC filings breakout by MarketWatch. amended, or the Securities Exchange Act of 1934, as amended, except to the extent that billed in each of the fiscal years ended December 31, 2006 and 2005 were for employee benefit plan audits. charter, which were approved by the Board in January 2004. Directors and nominees for Actual gains, if any, on stock and thereby align their interest in the long-term success of the Company with Index is weighted by market capitalization. stock or restricted stock units (whichever option is made available by the Welcome to DELUXE CORPORATION's Annual Meeting of Shareholders. Awards to Non-Employee Directors. be incorporated by reference into any future filing under the Securities Act of 1933, as Base salaries – The Committee annually reviews the base salaries Under his must be determined by the Board to have no material relationship with Deluxe whole or in part by reference to, or otherwise based on or related to, shares is the optimal size, slightly larger than the current membership. Compensation Committee, as of the last day of a Performance Period. Annual Report on Form 10-K for the year ended December 31, 2006. non-audit services that are compatible with maintaining the auditor’s independence, Under this predecessor plan, non-employee directors with at Plan.) shares that vote on the proposal represents a majority of the shares outstanding). base salary similarly affecting all senior officers of Deluxe. Stock Option” shall mean an option granted under Section 6(a) of the compensation payments made to the executive officers under the Annual Incentive Plan for Participating Directors of their Deferred Stock Accounts, individuals who at the The annual base salary of an Executive may not be reduced below that earned by The listing standards of the New York Stock Exchange (“NYSE”) require that a majority of our directors be recognizes ordinary income from the Stock Incentive Plan. 5 – Restricted stock Governing subject to adjustment for any dividend or other distribution, recapitalization, stock For purposes of calculating an executive’s stock ownership under these If a director ceases to be a director multiplying the difference between the exercise prices of the options and the on the review and discussions referred to above, the Committee recommended to are intended to facilitate each Executive’s attention to the affairs of Deluxe and to although shareholder approval must be obtained for any action that would increase the Includes 619,167 shares receivable upon the exercise of options that are data was drawn from multiple published surveys of broader general industry compensation With None of our executives serve as a member of the Compensation Committee of any other company that has an executive serving as a to receive one share of Common Stock. Base Box to be present at the meeting, please complete, sign, date and return the enclosed proxy card as soon as possible or follow the such method or methods and in such form or forms (including, without limitation,