Independent
Tenure on this board
1.8 yrs
9 nominees · 4 ballot items.
Election of nine directors; Advisory (non-binding) vote to approve named executive officer compensation; Approval of Amendment No. 3 to the Deluxe Corporation 2022 Stock Incentive Plan to increase shares by 1,500,000; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect nine director nominees to serve until the 2027 annual meeting.
Non-binding, advisory approval of the compensation paid to the company's named executive officers as disclosed in the proxy statement.
Approve Amendment No. 3 to increase the maximum number of shares available for grant under the Stock Plan by 1,500,000 shares.
This management proposal asks shareholders to approve Amendment No. 3 to the company's 2022 Stock Incentive Plan, increasing the authorized share reserve by 1,500,000 shares (to a total of 6,150,000 per the annex). Management and the Compensation and Talent Committee argue that the increase is necessary to continue granting equity awards for one to three fiscal years to attract, retain and motivate employees and directors, reflecting historical burn rates and anticipated future grant practices. The board recommends FOR, citing competitive necessity, historical burn rate (three-year average ~2.34%), and plan governance features (no evergreen, minimum vesting, no repricing without shareholder approval, clawback, etc.) as mitigating dilution and governance concerns. Shareholder dilution would be up to about 3.3% from the new shares (1.5M of ~45.29M outstanding as of Feb 9, 2026), and total potential overhang including outstanding awards would be about 13.9%. The proposal is tied to compensation and retention strategy but could be contentious for investors focused on dilution; management frames it as prudent to support ongoing equity programs.
Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 4,833,285 | $133M |
| 2 | STATE STREET CORP | 6.0% | 2,769,011 | $76M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.7% | 2,623,879 | $72M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 2,540,603 | $70M |
| 5 | LSV ASSET MANAGEMENT | 4.4% | 2,028,317 | $56M |
| 6 | DEPRINCE RACE ZOLLO INC | 4.3% | 1,975,849 | $54M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,843,488 | $51M |
| 8 | BlackRock, Inc. | 2.8% | 1,266,653 | $35M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.3% | 1,068,025 | $29M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 988,243 | $27M |
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