dlx-20230308

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12


Deluxe Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):
x			No fee required.
¨			Fee paid previously with preliminary materials:
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PROXY STATEMENT

and notice of annual meeting of shareholders

Wednesday, April 26, 2023 at 3:00 p.m. Central Daylight Saving Time

www.virtualshareholdermeeting.com/DLX2023

March 13, 2023

Dear Deluxe shareholders,

Since January 2019, Deluxe has consistently communicated its goal of becoming a Trusted Payments and Data Company™. Thanks to the dedication and commitment of thousands of Deluxers, we have achieved that goal. 2022 marked our second consecutive year of organic revenue growth for the first time in more than a decade, and we generated the highest revenue in the company’s history. In the first half of 2023, we believe Payments will be our largest revenue business, further evidence of our transformation to a Trusted Payments and Data Company™.

Last year’s results demonstrate our continued commitment to putting customers as the driving force behind our future:

1.All four segments—Payments, Data Solutions, Promotional Solutions, and Check—hit or exceeded their revenue targets for 2022.

2.As a result of our continued innovation and investment in our Payments business, we secured key wins with several of the nation's largest financial institutions and launched 11 new products to provide a more robust offering to our Payments customers.

3.With our enterprise resource planning software going live in 2023, we took the last step in our “Six Flags” technology initiative. We've now completed the migration of legacy systems to more modern platforms, enabling us to more successfully cross-sell to our customers and streamline business efficiencies.

4.We continued to evolve our executive leadership team, including hiring Yogaraj Jeyaprakasam as Chief Technology and Digital Officer to further entrench a digital mindset at Deluxe, with technology at the forefront of everything we do.

As proud Deluxers, we continue to work side-by-side, fostering a culture that enables us to provide value to our employees, customers, partners, and shareholders.

Please join our virtual annual meeting on April 26, 2023. Even if you do not plan to attend, please submit your vote in advance to ensure your shares are represented at the meeting. Thank you for your continued support.

Sincerely,



Cheryl Mayberry McKissack Chair			Barry C. McCarthy President and CEO


			Notice of 2023 Annual Meeting of Shareholders

We invite you to attend Deluxe Corporation's 2023 Annual Meeting of Shareholders, which will be conducted virtually. You will be able to attend the meeting, vote your shares electronically, and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/DLX2023 and by following the instructions in your proxy materials.

Date: Wednesday, April 26, 2023

Virtual Forum: www.virtualshareholdermeeting.com/DLX2023

Time: 3:00 p.m. CDT

Record Date: Monday, February 27, 2023

AGENDA

1.Election of nine directors to hold office until the 2024 annual meeting of shareholders;

2.Advisory vote on compensation of Named Executive Officers;

3.Advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers;

4.Approval of Amendment No. 1 to the Deluxe Corporation 2022 Stock Incentive Plan;

5.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

6.Take action on any other business that may properly come before the meeting and any adjournment thereof.

Shareholders of record at the close of business on February 27, 2023, are entitled to vote at the meeting and at any adjournment thereof. In this Proxy Statement, we refer to Deluxe Corporation as Deluxe, we, our, the company, or us. We are furnishing proxy materials to our shareholders over the Internet in an effort to expedite the delivery of proxy materials, reduce paper waste and save expense.

We are mailing the Notice of Internet Availability of Proxy Materials (Internet Notice) to shareholders of record beginning on or about March 13, 2023. The Internet Notice contains instructions on how to access our Proxy Statement and Annual Report, and how to vote online. In addition, the Internet Notice contains instructions on how to (i) request a paper copy of the Proxy Statement and Annual Report if you received only an Internet Notice this year, or (ii) elect to receive your Proxy Statement and Annual Report only over the Internet, if you received them by mail this year.

It is important that your shares be represented at the annual meeting. Regardless of whether you plan to attend the virtual annual meeting, please vote as soon as possible to ensure the presence of a quorum and save Deluxe further solicitation expense. You may vote your shares by telephone or the Internet, or if you received a paper proxy card, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the methods of voting are contained in the Internet Notice and in the Proxy Statement. Voting by telephone, the Internet or mail will not limit your right to vote at or to attend the virtual annual meeting.

A replay of the virtual annual meeting will be available at www.deluxe.com through May 19, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Jeffrey L. Cotter

Chief Administrative Officer, Senior Vice President and General Counsel

March 13, 2023


Table of Contents
Proxy Summary			1
Meeting and Voting Information			9
Item 1: Election of Directors			13
Board Structure and Governance			17
Stock Ownership and Reporting			26
Executive Compensation			28
Compensation Tables			43
Item 2: Advisory Vote on Compensation of Named Executive Officers			54
Item 3: Advisory Vote on Frequency of Future Advisory Votes on Compensation			55
Item 4 : Approval of Amendment No. 1 to the Deluxe Corporation 2022 Stock Incentive Plan			56
Item 5 : Ratification of the Appointment of Independent Registered Public Accounting Firm			64
Shareholder Proposals			66
Other Business			66
Annual Report to Shareholders and Form 10-K			66
Annex A			67
Annex B			68
Annex C			69


			Proxy
			summary

This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the entire Proxy Statement carefully before you vote.

2023 Annual Meeting Information


Date and Time:			Wednesday, April 26, 2023, at 3:00 p.m. Central Daylight Saving Time
Place:			Online at www.virtualshareholdermeeting.com/DLX2023
Approximate Mail Date:			Monday, March 13, 2023
Record Date:			Monday, February 27, 2023

Summary of Shareholder Voting Matters


Agenda Item	Board's Recommendation	Page Reference
Election of directors	FOR EACH NOMINEE	Page 13
Advisory vote on executive compensation	FOR	Page 54
Advisory vote on frequency of future advisory votes on executive compensation	ONE YEAR	Page 55
Approval of Amendment No. 1 to the 2022 Stock Incentive Plan	FOR	Page 56
Ratification of PricewaterhouseCoopers as our independent registered public accounting firm	FOR	Page 64

Our Director Nominees


Name	Age	Director since	Independent	Other current public company boards
William C. Cobb	66	2020	Yes	1
Paul R. Garcia	70	2020	Yes	2
Cheryl E. Mayberry McKissack	67	2000	Yes	0
Barry C. McCarthy	59	2018	No	0
Don J. McGrath	74	2007	Yes	0
Thomas J. Reddin	62	2014	Yes	2
Martyn R. Redgrave	70	2001	Yes	1
John L. Stauch	58	2016	Yes	1
Telisa L. Yancy	56	2021	Yes	0

Corporate Governance Highlights

Diverse Board Leadership

Annual Director Elections

Annual Board and Committee Evaluation Process

Stock Ownership Guidelines for Executive Officers and Directors

Regular Executive Sessions of Independent Directors

ESG Oversight

No Poison Pill

Corporate Governance Guidelines

Stock Hedging and Pledging Policies

Nominee Board Composition


>20% Female Representation						>30% Ethnic/Racial Diversity

Key Director Qualifications

Executive leadership

Payments expertise

Public company board experience

Transformation experience

Financial and accounting expertise

Management of large complex organizations

Marketing expertise

ESG expertise

Risk management oversight

Technology and cybersecurity expertise

Strategic planning expertise

Digital commerce experience

Shareholder Outreach

As a company, we are committed to both listening and being responsive to our shareholders. Our Compensation and Talent Committee carefully considers the results of the annual shareholder vote on the compensation of our named executive officers (NEOs), commonly referred to as Say on Pay. Throughout 2022, we continued our shareholder outreach campaign to identify views on our executive compensation programs and, where reasonable, implement changes that directly address any concerns. Several of these changes are described in more detail in this Proxy Statement on pages 30-31.

During the 2022 Annual Meeting of Shareholders, approximately 83% of votes were cast in support of our executive compensation programs, compared to an average of approximately 91.5% support over the last ten years. As part of our 2022 shareholder outreach campaign, we invited our largest 25 shareholders, representing approximately 76% of our outstanding shares, to discuss their views on, among other things, executive compensation; board diversity; disclosure; and environmental, social, and governance (ESG) measures. We met with shareholders representing nearly 19% of our outstanding shares. We will continue to maintain this active dialogue with shareholders and continue to elevate and integrate feedback into board discussions, including topics such as pay-for-performance and metrics that are used to determine short- and long-term incentive compensation. The participants in the outreach

team consisted of our Compensation and Talent Committee Chair; Chief Human Resources Officer; Chief Administrative Officer, General Counsel and Corporate Secretary; and Vice President Total Rewards. As a part of the process, we also engaged MacKenzie Partners, Inc., as an advisor.

Fiscal 2022 Performance Highlights

In fiscal year 2022, we reported our second consecutive year of sales-driven growth, an achievement not seen in over a decade, inclusive of adjusted EBITDA margins of 18.7%. Sales driven growth, combined with the net full-year impact of our June 2021 acquisition of First American Payment Systems and May 2022 sale of our Australian web hosting business, resulted in revenue of $2.2 billion, an increase of 10.7% over the prior year. We reported net income of $65.5 million, compared to net income of $62.8 million for fiscal year 2021, and our adjusted EBITDA increased 2.5%, from $407.8 million in fiscal year 2021 to $418.1 million in fiscal year 2022. All four of our segments posted full-year revenue growth, primarily driven by volume and price increases. Our One Deluxe strategy continues to drive cross-selling within our customer base. While we continue to encounter macro-economic pressures, including supply chain issues, inflation, and high interest rates, we are encouraged by our continued momentum as we have transformed into a Trusted Payments and Data Company™. See Annex A for a reconciliation of adjusted EBITDA and adjusted EBITDA margin, both non-Generally Accepted Accounting Principle (GAAP) financial measures, to the most directly comparable GAAP financial measure.

Executive Compensation Summary

We have an employment agreement with Barry C. McCarthy, our President and CEO. The table below describes components of his 2022 compensation package, including 2022 compensation actions that are specific to him.


Pay Element			Key Features
Base Salary			•2022 annual base salary changed April 1, 2022, from $900,000 to $925,000
Annual Incentive Plan			•Target annual incentive payout for 2022 was $1,102,500, or 120% of actual base salary •Actual annual incentive payout for 2022 was $1,323,000, or 120% of target •Awards are paid in cash, with the option to defer into restricted stock units (RSUs), 50% of which are matched by the company, with a two-year cliff vesting schedule
Long-Term Equity Incentives			•For 2022, the target value of the long-term equity incentive award was $4.5 million (a 50/50 mix of RSUs and performance share units (PSUs)), an increase from $4.0 million in 2021
Long-Term Disability Plan			•Supplemental long-term disability insurance policy that restores benefits lost due to a salary cap that applies to our broad-based employee long-term disability plan, in which Mr. McCarthy also participates

The table below describes the components of the 2022 compensation package for our NEOs generally.


Element	Objectives	Key Features
Base Salary	•Provides competitive pay to attract and retain experienced and successful executives with the requisite experience to drive significant growth	•Base salary is targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data
Annual Incentive Plan	•Encourages and rewards valuable contributions to our annual financial and operational performance objectives •Rewards high performance and achievement of annual corporate goals	•Annual incentive is targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data •Awarded based on the following goals: 50% enterprise/business unit adjusted revenue, 30% enterprise adjusted EBITDA, and 20% strategic initiatives, which are defined on page 35 •Awards are paid in cash, with the option to defer into RSUs, 50% of which are matched by the company, with a two-year cliff vesting schedule •Annual incentive award targets are based on position and range from 75% to 120% of actual base salary and are capped at 200% of target value •For 2022, target opportunity remained constant, and awards were paid out at 120% of target
Long-Term Equity Incentives	•Helps retain talent and drives stock performance for shareholders; rewards stock performance on both an absolute basis and relative to peers •Target pay mix includes 50% PSUs, which vest based on two metrics: absolute (total revenue) and relative total shareholder return (TSR) (share price performance relative to peers in the Russell 3000, Commercial & Professional Services and Software Services GICS industries), and 50% time-based vesting RSUs	•Award sizes are targeted to median Peer Group levels and survey data •RSUs accrue dividend equivalents that are only paid out upon vesting •Metrics for the PSUs are weighted equally between three-year total revenue and three-year TSR relative to our Peer Group •2022 awards were targeted at or near the market median and were made considering individual performance and our Peer Group and market data, as well as our President and CEO's recommendations for the other NEOs
Retirement Benefits	•Directly rewards continued service and indirectly rewards individual performance	•Retirement benefits include participation in 401(k) savings plans and non-qualified compensation deferral plans

Environmental, Social, and Governance Matters

We care deeply about our employees, our customers, our environment, and the social fabric of the communities we serve, and with the support of our board, our executive leadership team strives to build programs to further these purposes. At the management level, our ESG matters are coordinated by our Vice President, Regulatory Counsel and Chief Compliance Officer, who regularly engages with executive leadership and the board on ESG issues and who is responsible for:

•regularly assessing ESG priorities to determine the topics our stakeholders find most pressing;

•working with enterprise leadership to weave ESG-related priorities into our business operations, including sourcing and supply chain operations, human resource management, and managing our real estate portfolio; and

•managing ESG-related goals and our ESG data, measurement, and reporting.

Inclusion

Under the board’s oversight and guidance, we have taken significant actions to enhance our diverse and inclusive culture, protect and train our employees, and maintain our reputation as a great place to work. We believe that our culture of diversity, equity, and inclusion is a competitive advantage and that it enhances our ability to attract and retain talent. We continually strive to improve the attraction, retention, and advancement of diverse employees to grow and sustain talent that represents the communities in which we operate. We continue our commitment to diversity, equity, and inclusion through our sustained and targeted efforts to recruit, develop, and retain employees representing diverse groups.

Some recent examples of our commitment to diversity, equity, and inclusion include:

•33% of our directors identify as from diverse backgrounds, including the independent Chair of our board, who is a woman of color.

•In 2020, our CEO, Barry McCarthy joined the CEO Action for Diversity and Inclusion coalition. The goal of the coalition is to create and maintain environments, platforms, and forums where all employees feel comfortable reaching out to colleagues to gain greater awareness of each other’s perspectives and

experiences. With more than 1,000 CEOs in the coalition, work is focused on cultivating workplaces that support open dialogue on complex and difficult conversations about equality and inclusivity.

•In 2020, we formed our Employee Resource Committee and established four employee resource groups (ERGs) dedicated to fostering inclusion and diversity. Since 2020, we have grown our programs and now offer eight ERGs, including for our African American; Pacific Islander, Middle Eastern, Asian; disabled; Hispanic and Latino; veteran; LBGTQI+; parent; and female employee populations. Each group has a senior management-level leader who champions its cause and offers support. Since 2020, our ERGs have provided over 100 hours of programming, and hundreds of our employees regularly participate in ERG meetings and activities.

•Since 2020, we have recognized Rev. Dr. Martin Luther King, Jr. Day, Juneteenth, and Veterans Day as company-wide holidays.

•Beginning in 2021, we added diversity to our formal strategic initiatives. As part of this commitment, we began including diversity measures in our Annual Incentive Plan.

•In 2020, we and our Deluxe Corporation Foundation (Foundation) partnered with the National Urban League and awarded a grant of $500,000 to be paid over three years. A one-year extension and additional $200,000 grant was approved in 2022 to be paid in 2023. Additionally, our leadership continues to work with the National Urban League to create targeted volunteer opportunities nationally to leverage our employees’ talents to support racial justice and equality.

•Since 2020, our Women’s ERG has hosted an annual “Unlocking Your Potential” conference, offering a free event targeted at women, but open for anyone looking to learn, grow, and get inspired through sessions ranging from resilience and wellbeing to inclusion and diversity.

•In 2022, we were named to the Honor Roll as part of St. Catherine University’s annual report of The Minnesota Census of Women in Corporate Leadership. We have been included on this list each year since the inception of the award in 2008.

•In 2022, we earned the honor of becoming a Yellow Ribbon Company, a designation awarded by the state of Minnesota to those companies meeting the top criteria for supporting veterans and their families.

•In 2022, we earned a top score of 100 on the Disability Equality Index and were named a “Best Place to Work for Disability Inclusion” for the third year in a row.

•In 2022, The Human Rights Campaign Foundation’s Corporate Equality Index recognized our company as a Best Place To Work For LGBTQ+ Equality.

Employee Well-being

Well-being in our organization is about having a holistic commitment to provide resources and support for our employees so that they can deliver for customers and shareholders. We listen to our employees and we heard them when they asked for more help. Because of this, we increased our offering of programs to benefit our employees and support work environments that encourage growth, innovation, and productivity. As the world went online in 2020, medicine did too. Starting in 2022, our employees and eligible dependents enrolled in our medical plans all have access to telemedicine providers as part of those plans. In addition to telemedicine, our medical benefits include paying up to $10,000 for covered individuals to travel for plan-covered medical care not available near their homes. Other of our benefits include paid parental leave and infertility, adoption, and surrogacy assistance. We also partnered with Care.com to offer services for employees to find tutors, nannies, children’s daycare, and eldercare, allowing employees to have access to back-up day care days for children, adults, and pets, expert assistance in finding care, and free on-demand tutoring for grades K-12 plus college. Through our W.R. Hotchkiss Foundation, we provide $1 million each year in scholarships for the dependents of our employees to continue their education in college or vocational programs. We offer an Employee Assistance Program through Magellan Health that offers employees and their household members free confidential counseling on issues such as managing stress, parenting, coping with grief, and working through life changes. We also offer employees tuition assistance and travel assistance, and qualified long-term employees have the opportunity to take a sabbatical. Beginning in 2023, we will be offering unlimited flexible time off to our salaried employees. With our team of human resources business partners, we want to know how our employees feel. By enabling our employees to thrive in their personal lives, we provide tools for our employees to best deliver for customers and shareholders while at work.

Investing in our Communities

Our partnerships and charitable work in the communities we serve are an integral part of our core values. This spirit of community is felt throughout our organization and is fostered by our paid volunteer time off (VTO) program for employees, which provides three paid VTO days per year. It is also reflected in our partnership with our Foundation,

which enables employees, retirees, and our board members to donate to eligible non-profit organizations and receive a matching donation, dollar for dollar, up to a maximum $2,000 per person, per year. Our commitments go far beyond monetary donations. Several of our top executives serve on boards for major not-for-profit organizations and other community organizations that align with our company values on diversity initiatives, rebuilding communities, and education. We also encourage our employees to become involved in their communities.

We continue our commitment to enriching our communities in the following ways:

•Since 1992, we have partnered with Junior Achievement chapters in our local communities to inspire and prepare young people to succeed. Junior Achievement provides school-aged children with lessons in financial literacy, work and career readiness, and entrepreneurship. We support Junior Achievement’s mission through Foundation grants, awareness, and employee volunteers. Hundreds of our employees have volunteered in local classrooms to make a profound difference to the youth in our communities.

•We have partnered with the American Red Cross for decades, organizing blood drives at our locations and hosting fundraisers and bake sales to help fund the American Red Cross to continue its mission of preventing and alleviating human suffering in the face of emergencies.

•The sixth season of our original series, “Small Business Revolution,” was nominated for a Daytime Emmy Award for Outstanding Lifestyle Series; at the time, the only show on Hulu to be nominated for a Daytime Emmy. Season six was especially important, as we brought the show home to Minneapolis and St. Paul, Minnesota, celebrating and sharing the stories of Black-owned business and entrepreneurs in our local communities.

•In 2022, in partnership with Habitat for Humanity, we helped build new homes across the country, including inviting our technology partners to join us on a two-day build in Chaska, Minnesota.

•For Black History Month in 2022, we partnered with the Minnesota Timberwolves and Minnesota Lynx to film an original YouTube series called “The Come Up,” that focused on highlighting the significance of Black excellence and the importance of uplifting the Black community. This partnership, working with the Black Men’s Success Initiative, also included hosting a career development training camp designed to educate, inspire, and empower BIPOC and other historically marginalized youth and young adults.

•Through our annual Employee Giving Campaign, employees pledged $132,000 in donations to eligible non-profit organizations, such donations to be made in 2023 via credit card or payroll deductions.

•Through our Foundation, in 2020, we partnered with Minnesota’s Metropolitan Economic Development Association (MEDA) and awarded a grant of $300,000 to be paid over three years. A one-year extension and an additional $100,000 grant was approved in 2022, to be paid in 2023. Our leadership continues to work with MEDA to help advance its mission of helping BIPOC entrepreneurs succeed.

•Through our Foundation, we partnered with the National Center for Civil and Human Rights, an Atlanta-based museum and human rights organization that promotes critical thinking and community engagement, and awarded a grant of $300,000 to be paid over three years. A one-year extension and additional $100,000 grant was approved in 2022, to be paid in 2023. Notably, the National Center for Civil and Human rights partners with the Auschwitz Institute for the Prevention of Genocide and Mass Atrocities to develop and provide a human rights-centric training program for law enforcement leadership and officers.

•In 2022, our employees contributed more than 22,500 hours to our local communities through our VTO program, which allows employees to get paid for the time they spend volunteering with non-profit organizations that align with their values. Notably, our employees contributed more than 2,000 hours during National Service Week alone.

•Each member of our communities is important to us, including those applying to work on our teams. In 2022, we were awarded the Talent Board Candidate Experience Award for the tenth consecutive year, celebrating our commitment to improving, elevating, and promoting quality candidate experiences during our hiring process.

Human Rights and Sourcing

We are aligned with the UN Guiding Principles on Business and Human Rights and our Code of Ethics, Supplier Code of Ethics, and Slavery and Human Trafficking Statement set standards for our company, suppliers, and partners regarding our expectations around the protection of human rights. Our supplier base is large and complex, with hundreds of suppliers in more than 20 countries, and we embrace a Supplier Code of Conduct that allows us to mitigate risk and hold our suppliers accountable for human rights standards. We expect all suppliers to uphold our

Supplier Code of Conduct, and we enforce that code through our supplier audits and business decisions. Consistent with the rights we set forth in our Code of Conduct and our Supplier Code of Conduct, we

•prohibit forced labor and child labor;

•prohibit discrimination;

•maintain safe and healthy working conditions;

•seek to compensate employees fairly and in compliance with applicable wage, work hours, working conditions, overtime, sick time, and benefits laws; and

•respect the principles of freedom of associate and collective bargaining.

Trust, Security and Privacy

For over 100 years, Deluxe has been trusted partner to organizations of all sizes, and we take this responsibility seriously. Our robust privacy and information security practices, policies, and controls help us ensure privacy and data security for our customers and shareholders. We have enterprise risk-based data privacy and cybersecurity programs dedicated to protecting our employee, customer, and partner data and other sensitive information. Our privacy policies, together with associated controls and procedures, provide a comprehensive framework to inform and guide the handling of data. These programs dovetail with our information security program in a manner designed to ensure that any data we handle remains protected. We employ an in-depth, defensive strategy, utilizing the concept of security layers and the CIA (confidential, integrity and availability) triad model. We have an enterprise risk management committee to oversee and advise on key risk areas of our organization. In the event a cybersecurity incident is identified, our Cybersecurity Incident Response team will act in accordance with our Incident and Crisis Management Program.

While every one of our employees plays a part in information security and data privacy, oversight responsibility is shared by our board and management:

•The board has primary oversight responsibility for information security, cybersecurity, and data privacy within our company’s overall risks.

•Members of management, including our Chief Technology and Digital Officer, Chief Information Security Officer and Chief Compliance Officer, along with senior members of our information security and compliance and privacy and legal teams, are responsible for identifying and managing risks related to these topics and reporting those risks and mitigation strategies to the board.

Our programs and practices for these areas include the following:

•Management provides regular updates to the board.

•We protect Deluxe through our systems and processes. Using a combination of vendor and in-house technology, we operate a threat intelligence program that is well-positioned to identify and assess risk as well as investigate and respond to cyber threats presented to the organization.

•Our employees are regularly trained and tested on information security principles and processes. This includes annual training as well as ongoing practice and education to help employees identify suspicious activity and report it to the proper channels.

Sustainability

We care about sustainability and strive to factor it into everything we do. Protecting the environment and our shared future is key to our business and to delivering the products our customers need. Oversight of sustainability and our environmental stewardship practices resides with our board. Paper is the raw material we use the most in our manufacturing process. We source more than 90% of our paper from Forest Stewardship Council (FSC)-certified paper mills. FCS’s standards expand protection of water quality, prohibit harvesting from rare old-growth forests, prevent the loss of natural forest cover, and prohibit the use of hazardous pesticides. Additionally, the vast majority of the products we produce are made from paper, allowing us to collect and recycle applicable production waste and paper trim and also allowing our customers to recycle our products back into the paper lifecycle.

We are proud that two of our facilities are certified through the Leadership in Energy and Environmental Design (LEED), a program used worldwide and developed by the U.S. Green Building Council to rate the design, construction, operation, and maintenance of green buildings. Our New York City facility is a LEED-certified gold building and our Minneapolis facility is a LEED-certified silver building.

In 2007, we embarked on a continuous effort to retrofit many of our facilities with more energy efficient options, including installing an energy-saving white roof on our Kansas City facility and building our new office spaces in

Atlanta and Minneapolis with LED lighting, daylight harvesting strategies, and optimized HVAC systems. In addition, we have pivoted from using custom inks in our manufacturing processes, instead using ink mixing systems which, along with the installation of digital presses, have reduced the time, energy, ink, paper, and waste required to provide our products to our customers.

Ethics and Compliance

For over 100 years, we have operated with a focus on our values. Through our steadfast commitment to "doing well by doing right," we display ethical behaviors every day that allow us to put our customers first, maintain confidentiality, sell responsibly, make good choices, respect one another, maintain a safe and healthy workplace, celebrate inclusion, diversity, and equity, respect human rights, compete fairly, avoid conflicts of interest, avoid bribery and corruption, follow trade laws, protect private information, ensure financial integrity, avoid insider trading, and communicate responsibly. We take reports of suspected violations of our Code of Ethics seriously. There are several reporting channels available to our employees beyond the standard management chain, including a private email address, a reporting hotline, and a website. The hotline and website reporting systems allow for anonymous reporting. Each report is documented and investigated, and our board reviews reporting trends and patterns every quarter. Every year our employees receive formal ethics and compliance training to ensure we all know and understand our responsibilities so that we can deliver for shareholders. In addition to annual training, employees receive monthly compliance and ethics newsletters and reminders, as well as quarterly updates on new laws and regulations. Additionally, our anti-corruption program includes annual employee training and reference materials. Finally, we assess our third-party suppliers for anti-corruption risk as part of our standard third party risk management program.

Meeting and Voting Information

What is the purpose of the annual meeting?

At our annual meeting, the board will ask shareholders to vote on the matters disclosed in the Notice of Annual Meeting of Shareholders. We will also consider any other business that may be properly presented at the meeting (although we are not expecting any other matters to be presented).

How can I attend the meeting?

You can attend the meeting online by logging on our virtual forum at www.virtualshareholdermeeting.com/DLX2023 and following the instructions provided on your proxy card, voter instruction card or Internet Notice.

To participate in the annual meeting, you will need the 16-digit control number included on your proxy card, voter instruction card or Internet Notice. If you do not have this control number at the time of the meeting, you will still be able to attend as a guest, but you will not be able to vote or ask questions.

Why is Deluxe holding a virtual annual meeting?

We are holding a virtual meeting again this year because we believe a virtual meeting provides ease of access, real-time communication, and cost savings for our shareholders and the company, and facilitates shareholder attendance and participation from any location.

How will the meeting be conducted?

The meeting will be conducted online, in a fashion similar to an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting by visiting our virtual forum at www.virtualshareholdermeeting.com/DLX2023 and following the instructions on your proxy card, voter instruction card or Internet Notice. The meeting will begin promptly at 3:00 p.m. CDT. We encourage you to access the meeting prior to the start time. Online check-in will begin at 2:30 p.m. CDT, and you should allow ample time for the check-in procedures.

How can I ask questions during the meeting?

You may submit questions in real time during the meeting through the virtual forum. We are committed to acknowledging each appropriate question we receive in the order that it was received, with a limit of one question per shareholder until we have allowed each shareholder to ask a question. We will allot approximately 15 minutes for questions during the meeting. Submitted questions should follow our Rules of Conduct in order to be addressed during the meeting. Our Rules of Conduct will be posted on the forum. Answers to appropriate questions not addressed during the meeting will be posted following the meeting on the investor relations page of our website.

What can I do if I need technical assistance during the meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual forum log-in page.

If I can’t attend the meeting, how do I vote or listen to it later?

You do not need to attend the virtual meeting to vote if you submitted your vote via proxy in advance of the meeting. A replay of the meeting, including the questions answered during the meeting, will be available on www.deluxe.com through May 19, 2023.

Who is entitled to vote at the meeting?

The board has set February 27, 2023, as the record date for the meeting. If you were a shareholder of record at the close of business on February 27, 2023, you are entitled to vote at the meeting. You have one vote for each share of common stock you held on the record date. Cumulative voting for the election of directors is not permitted. As of the record date, 43,376,792 shares of our common stock were outstanding. We do not have any other class of capital stock outstanding.

How many shares must be present to hold the meeting?

A quorum is necessary to hold the meeting and conduct business. The presence of shareholders who can direct the vote of at least a majority of the outstanding shares of common stock as of the record date is considered a quorum. A shareholder is counted present at the meeting if the shareholder (1) is present and votes at the virtual meeting, or (2) has properly submitted a proxy or voted by telephone or the Internet. If you vote "WITHHOLD" or "ABSTAIN," your shares will still be counted as present at the meeting for the purposes of determining a quorum.

What is the difference between a shareholder of record and a "street name" holder?

If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee, you are still considered the beneficial owner of the shares, but your shares are deemed to be held in "street name."

Who pays the cost of proxy preparation and solicitation?

We pay for the cost of proxy preparation and solicitation, including the charges and expenses of brokerage firms or other nominees for forwarding proxy materials to beneficial owners. We are soliciting proxies primarily by use of the Internet. In addition, our directors, officers, and employees may solicit proxies personally or by email, mail, or telephone. These individuals receive no additional compensation for these services.

How many votes are required to approve each item, and how does the Board recommend that I vote?

Proposals

Votes Required

Voting Options

Board Recommendation

Broker Discretionary Voting Allowed 1

Effect of Withhold Vote/ Abstention

Effect of Broker Non-Vote 1

Item 1. Election of the nine directors listed in this Proxy Statement

Plurality of the votes present and entitled to vote on this item 2

For or withhold

"FOR" each director nominee

Directors who receive more "WITHHOLD" votes than "FOR" votes must tender their resignation

None

Item 2. Advisory vote to approve compensation of our Named Executive Officers

Majority of votes present and entitled to vote on this item 3

For, against or abstain

"FOR"

Same as an "AGAINST" vote

None

Item 3. Advisory vote on the frequency of future advisory votes on compensation of our Named Executive Officers

Majority of votes present and entitled to vote on this item 3

One, two, or three years, or abstain

"ONE YEAR"

Same as an "AGAINST" vote

None

Item 4. Approval of Amendment No. 1 to the Deluxe Corporation 2022 Stock Incentive Plan

Majority of votes present and entitled to vote on this item 3

For, against or abstain

"FOR"

Same as an "AGAINST" vote

None

Item 5. Ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting firm for the fiscal year ending December 31, 2023

Majority of votes present and entitled to vote on this item 3

For, against or abstain

"FOR"

Yes

Same as an "AGAINST" vote

Not
applicable

(1)If you are a beneficial owner but not the record holder, you generally cannot vote your shares directly and must instead instruct your broker, trustee, bank or nominee how to vote your shares using the voting instruction form provided by that intermediary party. If you do not provide voting instructions, whether your shares can be voted by this party depends on the type of matter being considered. If this party does not have discretion to vote your shares, your shares will not be voted unless you provide instructions. Broker non-votes will generally have no effect in determining whether any proposals to be voted on at the meeting are approved.

(2)A plurality means that the nine nominees receiving the most votes will be elected. In an uncontested election of directors, our Corporate Governance Guidelines require that if an incumbent director receives more "WITHHOLD" votes than "FOR" votes in this type of an election, that director nominee must tender his or her resignation to the board following the certification of the shareholder vote. The Corporate Governance Committee must then make recommendations to the board as to whether to accept the letter of resignation, and the board must take action with respect to this recommendation and disclose its decision-making process.

(3)This amount must be a least a majority of the minimum number of shares entitled to vote that would constitute a quorum. "Shares present" includes shares represented by attendance or by proxy at the virtual annual meeting.

How do I vote my shares?

We are mailing the Internet Notice on or about March 13, 2023 to shareholders of record. If your shares are held in street name, your broker or other agent is responsible for sending you an Internet Notice. You will not receive a printed copy of these proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Internet Notice. Instead, the Internet Notice will instruct you how to access and review all the important information contained in these proxy materials, and how to vote. If you received an Internet Notice by mail and would like to receive a printed copy of these proxy materials, you should follow the instructions for requesting such materials included in the Internet Notice.


Voting Methods
	Step-by-Step Instructions	Voting Deadline
Internet	Instructions can be found on the Internet Notice. The Internet procedures are designed to (1) verify your identity, (2) provide voting instructions, and (3) confirm those voting instructions have been properly recorded •Go to www.proxyvote.com •You will need the 16-digit control number on your Internet Notice, proxy card or voter instruction card	•11:59 p.m. EDT on April 25, 2023 •Internet voting is available 24 hours a day
Telephone	The telephone procedures are designed to (1) verify your identity, (2) provide voting instructions, and (3) confirm those voting instructions have been properly recorded •Call 800-690-6903 (toll-free) •You will need the 16-digit control number on your Internet Notice, proxy card or voter instruction card	•11:59 p.m. EDT on April 25, 2023 Telephone voting is available 24 hours a day
Mail 1	You own your shares directly: •Complete, sign, and date the proxy card •Mail it in the pre-addressed envelope that accompanies the proxy card

SEC Form DEF 14A filed by Deluxe Corporation