SEC Info - Deluxe Corp - ‘10-K’ for 12/31/19

Deluxe Corp – ‘10-K’ for 12/31/19 – ‘EX-4.2’

On: Friday, 2/21/20, at 3:56pm ET · For: 12/31/19 · Accession #: 27996-20-22 · File #: 1-07945

Document/Exhibit Description Pages Size 1: 10-K Deluxe Corporation 10-K 12.31.2019 HTML 2.72M 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K 3: EX-21.1 Subsidiaries List HTML 31K 4: EX-23.1 Consent of Experts or Counsel HTML 30K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 36K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 36K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 32K 89: R1 Document HTML 92K 52: R2 Consolidated Balance Sheets HTML 125K 13: R3 Consolidated Balance Sheets (Parentheticals) HTML 36K 77: R4 Consolidated Statements of (Loss) Income HTML 83K 90: R5 Consolidated Statements of Comprehensive (Loss) HTML 112K Income 53: R6 Consolidated Statements of Shareholders' Equity HTML 89K 14: R7 Consolidated Statements of Shareholders' Equity HTML 34K (Parentheticals) 78: R8 Consolidated Statements of Cash Flows HTML 137K 88: R9 Significant Accounting Policies HTML 103K 108: R10 New Accounting Pronouncements HTML 43K 74: R11 Supplemental Balance Sheet and Cash Flow HTML 378K Information 34: R12 (Loss) Earnings Per Share HTML 73K 46: R13 Other Comprehensive Income (Loss) HTML 121K 107: R14 Acquisitions HTML 92K 73: R15 Derivative Financial Instruments HTML 33K 32: R16 Fair Value Measurements HTML 207K 45: R17 Restructuring and Integration Expense HTML 109K 109: R18 Chief Executive Officer Transition Costs HTML 35K 72: R19 Income Tax Provision HTML 188K 17: R20 Share-Based Compensation Plans HTML 228K 55: R21 Employee Compensation Plans HTML 47K 87: R22 Postretirement Benefits HTML 257K 76: R23 Debt HTML 75K 16: R24 Leases HTML 56K 54: R25 Other Commitments and Contingencies HTML 37K 86: R26 Shareholders' Equity HTML 33K 75: R27 Business Segment Information HTML 263K 15: R28 Summarized Quarterly Financial Data (Unaudited) HTML 123K 56: R29 Significant Accounting Policies (Policies) HTML 190K 49: R30 New Accounting Pronouncements (Policies) HTML 33K 35: R31 Supplemental Balance Sheet and Cash Flor HTML 403K Information (Tables) 70: R32 (Loss) Earnings Per Share (Tables) HTML 73K 105: R33 Other Comprehensive Income (Loss) (Tables) HTML 123K 51: R34 Acquisitions (Tables) HTML 74K 36: R35 Fair Value Measurements (Tables) HTML 178K 71: R36 Restructuring and Integration Expense (Tables) HTML 110K 106: R37 Income Tax Provision (Tables) HTML 189K 47: R38 Share-Based Compensation Plans (Tables) HTML 220K 37: R39 Employee Compensation Plans (Tables) HTML 39K 58: R40 Postretirement Benefits (Tables) HTML 267K 19: R41 Debt (Tables) HTML 73K 84: R42 Leases (Tables) HTML 58K 95: R43 Business Segment Information (Tables) HTML 257K 59: R44 Summarized Quarterly Financial Data (Unaudited) HTML 123K (Tables) 20: R45 Significant Accounting Policies (Cash and Cash HTML 34K Equivalents and Trade Accounts Receivable) (Details) 85: R46 Significant Accounting Policies (Property, Plant HTML 40K and Equipment) (Details) 96: R47 Significant Accounting Policies (Intangibles) HTML 36K (Details) 57: R48 Significant Accounting Policies (Business HTML 37K Combinations and Prepaid Product Discounts) (Details) 21: R49 Significant Accounting Policies (Advertising HTML 41K Costs) (Details) 27: R50 Significant Accounting Policies (Income Taxes, HTML 61K Derivative Financial Instruments and Revenue Recognition) (Details) 39: R51 Significant Accounting Policies (Employee HTML 35K Share-Based Compensation) (Details) 104: R52 New Accounting Pronouncements (Details) HTML 42K 69: R53 Supplemental Balance Sheet and Cash Flow HTML 39K Information (Trade Accounts Receivable) (Details) 26: R54 Supplemental Balance Sheet and Cash Flow HTML 55K Information (Allowances for Uncollectible Accounts, Inventories and Supplies) (Details) 38: R55 Supplemental Balance Sheet and Cash Flow HTML 73K Information (Available-For-Sale Debt Securities) (Details) 103: R56 Supplemental Balance Sheet and Cash Flow HTML 38K Information (Revenue in Excess of Billings) (Details) 68: R57 Supplemental Balance Sheet and Cash Flow HTML 48K Information (Property, Plant and Equipment) (Details) 25: R58 Supplemental Balance Sheet and Cash Flow HTML 54K Information (Assets Held for Sale) (Details) 40: R59 Supplemental Balance Sheet and Cash Flow HTML 89K Information (Intangibles) (Details) 92: R60 Supplemental Balance Sheet and Cash Flow HTML 87K Information (Goodwill) (Details) 81: R61 Supplemental Balance Sheet and Cash Flow HTML 49K Information (Other Non-Current Assets) (Details) 23: R62 Supplemental Balance Sheet and Cash Flow HTML 92K Information (Other) (Details) 61: R63 (Loss) Earnings Per Share (Details) HTML 78K 91: R64 Other Comprehensive Income (Loss) HTML 67K (Reclassification Adjustments) (Details) 80: R65 Other Comprehensive Income (Loss) (Accumulated HTML 69K Other Comprehensive Loss) (Details) 22: R66 Acquisitions (Details) HTML 188K 60: R67 Derivative Financial Instruments (Details) HTML 36K 94: R68 Fair Value Measurements (Asset Impairment HTML 214K Analyses) (Details) 79: R69 Fair Value Measurements (Financial Instruments) HTML 89K (Details) 63: R70 Restructuring and Integration Expense (Details) HTML 80K 100: R71 Restructuring and Integration Expense HTML 72K (Restructuring and Integration Accruals) (Details) 42: R72 Chief Eexecutive Officer Transition Costs HTML 46K (Details) 29: R73 Income Tax Provision (Details) HTML 157K 64: R74 Income Tax Provision (Deferred Income Taxes) HTML 111K (Details) 101: R75 Income Tax Provision (Net Operating Loss, Tax HTML 38K Credit and Capital Loss Carryforwards) (Details) 43: R76 Share-Based Compensation Plans (Long-Term HTML 58K Incentive Plan and Share-Based Compensation Expense) (Details) 30: R77 Share-Based Compensation Plans (Award Terms) HTML 62K (Details) 67: R78 Share-Based Compensation Plans (Stock Options) HTML 92K (Details) 98: R79 Share-Based Compensation Plans (Restricted Stock HTML 109K Units, Restricted Shares and Performance Share Awards) (Details) 62: R80 Share-Based Compensation Plans (Employee Stock HTML 37K Purchase Plan) (Details) 99: R81 Employee Compensation Plans (Details) HTML 62K 41: R82 Postretirement Benefits (Obligations and Funded HTML 98K Status) (Details) 28: R83 Postretirement Benefits (Net Periodic Benefit HTML 74K Income and Actuarial Assumptions) (Details) 65: R84 Postretirement Benefits (Plan Assets) (Details) HTML 108K 102: R85 Postretirement Benefits (Cash Flows) (Details) HTML 59K 44: R86 Debt (Details) HTML 101K 31: R87 Leases (Details) HTML 80K 66: R88 Other Commitments and Contingencies (Details) HTML 32K 97: R89 Shareholders' Equity (Details) HTML 40K 93: R90 Business Segment Information (Disaggregated HTML 160K Revenue Information) (Details) 82: R91 Business Segment Information (Segment Results) HTML 79K (Details) 24: R92 Summarized Quarterly Financial Data (Unaudited) HTML 82K (Details) 33: XML IDEA XML File -- Filing Summary XML 207K 50: XML XBRL Instance -- a2019123110-k_htm XML 6.78M 48: EXCEL IDEA Workbook of Financial Reports XLSX 165K 9: EX-101.CAL XBRL Calculations -- dlx-20191231_cal XML 350K 10: EX-101.DEF XBRL Definitions -- dlx-20191231_def XML 1.15M 11: EX-101.LAB XBRL Labels -- dlx-20191231_lab XML 2.85M 12: EX-101.PRE XBRL Presentations -- dlx-20191231_pre XML 1.73M 8: EX-101.SCH XBRL Schema -- dlx-20191231 XSD 236K 83: JSON XBRL Instance as JSON Data -- MetaLinks 577± 881K 18: ZIP XBRL Zipped Folder -- 0000027996-20-000022-xbrl Zip 623K

Exhibit 4.2

Description of Deluxe Corporation Common Stock Registered

Under Section 12 of the Exchange Act of 1934

The following description of our common stock, $1.00 par value per share (“Common Stock”), is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation dated September 2, 2010 (the “Articles of Incorporation”) and our Bylaws, as amended on August 21, 2019 (the “Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of the Minnesota Business Corporation Act (the “MBCA”) for additional information.

Authorized Capital Shares

Our authorized capital shares consist of 500,000,000 shares of Common Stock.

Voting Rights

Holders of shares of our Common Stock are entitled to one vote per share on all matters voted on by the shareholders, including the election of directors. Our Common Stock does not have cumulative voting rights. Except as otherwise required by the MBCA, the Articles of Incorporation or the Bylaws, all questions properly before a meeting of shareholders will be decided by a vote of the number of the greater of (i) a majority of the shares entitled to vote on the question and represented at the meeting at the time of the vote, or (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting.

Dividend Rights

The holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors at its discretion, out of funds legally available for the payment of dividends. We may pay dividends in cash, stock or other property. We and our subsidiaries are and may become party to agreements pursuant to which we borrow money, and certain covenants in these agreements may limit our ability to pay dividends or other distributions with respect to the Common Stock or to repurchase the Common Stock.

Liquidation Rights

If we voluntarily or involuntarily liquidate, dissolve or wind up our business, holders of Common Stock will share ratably, according to the number of shares held by them, in all assets legally available for distribution to our shareholders.

Warrants and Rights

The Board of Directors may grant options to purchase or subscribe for shares of any class or classes, free of any preemptive right of shareholders.

Other Rights and Preferences

Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights. Holders of our Common Stock may act by unanimous written consent, and as provided in the MBCA, holders of 10% of the voting power of all shares entitled to vote (25% if the purpose of the meeting is to facilitate a business combination) may call a special meeting of shareholders.

Listing and Transfer Agent

Our Common Stock is traded on the New York Stock Exchange under the trading symbol “DLX.” The transfer agent and registrar for our Common Stock is Equiniti Shareowner Services.

Fully Paid Shares

Our outstanding shares of Common Stock are, and any newly issued shares of Common Stock will be, fully paid and non-assessable.

Anti-takeover Provisions Contained in Our Articles of Incorporation and Bylaws

Certain provisions of our Articles of Incorporation and Bylaws may make it less likely that our management would be changed or someone would acquire control of our company without the board's consent. These provisions may delay, defer or prevent a change in control or takeover attempts that shareholders may believe are in their best interests, including tender offers or attempts that might allow shareholders to receive premiums over the market price of their Common Stock.

•

Director Nomination and Election Procedures. In order to nominate candidates for the Board of Directors, a shareholder must follow the advance notice procedures described in our Bylaws. In general, a shareholder must give written notice of such nomination to our secretary at least 90 calendar days prior to the first anniversary of the preceding year’s annual meeting of shareholders, together with required information regarding the shareholder

proponent and the nominee and the written consent of the nominee to serve as director. Directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present, meaning that the candidates receiving the greatest number of votes are elected, regardless of whether or not they receive a majority of the votes cast. As a result, “vote no” campaigns to unseat incumbent directors may be ineffective in uncontested elections.

•

Shareholder Proposal Procedures. Shareholders can propose that business other than nominations to the Board of Directors be considered at an annual meeting of shareholders only if a shareholder follows the advance notice procedures described in our Bylaws. In general, a shareholder must submit a written notice of the proposal together with required information regarding the shareholder and the shareholder's interest in the proposal to the Board of Directors or our secretary at least 90 calendar days prior to the first anniversary of the preceding year’s annual meeting of shareholders. Shareholders seeking to have a proposal, other than director nominations, considered for inclusion in our annual proxy statement must comply with the requirements of Rule 14a-8 of the proxy rules under the federal securities laws.

•

Related Person Transactions. Our Articles of Incorporation contain “fair price” provisions which require that holders of not less than 70% of the outstanding shares of our voting stock shall approve (i) business combinations with a 5% shareholder or its affiliates or associates, including mergers, consolidations, exchanges of shares, or sales of all or substantially all of the assets of our company, and (ii) business combinations involving a subsidiary that require the approval of the shareholders of the subsidiary, unless in the case of either (i) or (ii), specified price criteria and procedural requirements are met or unless the transaction is approved by the majority of our continuing directors. Our Articles of Incorporation also contain “anti-greenmail” provisions which preclude us from making certain purchases of Common Stock from a 5% shareholder unless the purchases are approved by not less than 50% of the outstanding shares of voting stock held by the disinterested shareholders. These “fair price” and “anti-greenmail” provisions of our Articles may not be amended without the affirmative vote of the holders of at least 70% of the outstanding shares of our voting stock.

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/21/20

For Period end:

12/31/19

DEF 14A, SD

8/21/19

8-K

9/2/10

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Deluxe Corp. 10-K 12/31/23 106:15M 5/09/23 Deluxe Corp. S-8 5/09/23 5:53K Toppan Merrill/FA 2/24/23 Deluxe Corp. 10-K 12/31/22 107:19M 8/05/22 Deluxe Corp. S-8 8/05/22 9:286K Toppan Merrill/FA 5/13/22 Deluxe Corp. S-8 5/13/22 5:84K Toppan Merrill/FA 5/13/22 Deluxe Corp. S-3ASR 5/13/22 8:1.4M Toppan Merrill/FA 2/28/22 Deluxe Corp. 10-K 12/31/21 111:21M 2/19/21 Deluxe Corp. 10-K 12/31/20 116:20M

Deluxe Corp – ‘10-K’ for 12/31/19 – ‘EX-4.2’

On: Friday, 2/21/20, at 3:56pm ET · For: 12/31/19 · Accession #: 27996-20-22 · File #: 1-07945

Previous ‘10-K’: ‘10-K’ on 2/26/19 for 12/31/18 · Next: ‘10-K’ on 2/19/21 for 12/31/20 · Latest: ‘10-K’ on 2/22/24 for 12/31/23 · 8 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.2’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Deluxe Corp – ‘10-K’ for 12/31/19 – ‘EX-4.2’

On: Friday, 2/21/20, at 3:56pm ET · For: 12/31/19 · Accession #: 27996-20-22 · File #: 1-07945

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.2’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents