Deluxe Corp

1. 1

   Election of nine directors

   ManagementBoard: FOR

   Elect nine director nominees to serve until the 2027 annual meeting.

2. 2

   Advisory vote to approve the compensation of our named executive officers

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation paid to the company's named executive officers as disclosed in the proxy statement.

3. 3

   Approval of Amendment No. 3 to the Deluxe Corporation 2022 Stock Incentive Plan

   ManagementBoard: FOR

   Approve Amendment No. 3 to increase the maximum number of shares available for grant under the Stock Plan by 1,500,000 shares.

   More detail

   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.

4. 4

   Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.

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When is the Deluxe Corp 2026 annual meeting?

Deluxe Corp (DLX) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Deluxe Corp 2026 meeting?

The record date for the Deluxe Corp 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Deluxe Corp's 2026 meeting?

The board is presenting 9 director nominees at the Deluxe Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Deluxe Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Deluxe Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.