UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
 
FORM 8-K
______________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 18, 2020 (June 17, 2020)
______________
 
Issuer Direct Corporation
(Exact name of registrant as specified in its charter)
______________
 
Delaware
1-10185
26-1331503
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
One Glenwood Drive, Suite 1001, Raleigh, NC 27603
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (919) 481-4000
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐   
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐    
 
Securities registered pursuant to Section 12(b) of the Act: 
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001
ISDR
NYSE American
 

 
 
  
Item 5.07.     Submission of Matters to a Vote of Security Holders.
 
On June 17, 2020, Issuer Direct Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were 2,381,804 shares of common stock represented in person or by proxy of the 3,772,700 shares of common stock entitled to be cast, constituting a quorum. The Company's stockholders approved the three proposals listed below, which proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2020 (the “Proxy Statement”). The final votes on the proposals presented at the Annual Meeting are as follows:
 
PROPOSAL 1: TO ELECT FOUR (4) DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
 
 
 
Number of Votes Entitled to be Cast
 
 
Votes For
 
 
Votes Against
 
 
Broker Non Votes
 
Brian R. Balbirnie
    3,772,700 
    1,956,720 
    232,305 
    - 
William H. Everett
    3,772,700 
    1,706,932 
    482,093 
    - 
J. Patrick Galleher
    3,772,700 
    1,771,520 
    417,505 
    - 
Michael Nowlan
    3,772,700 
    1,775,820 
    413,205 
    - 
 
PROPOSAL 2: TO APPROVE THE SECOND AMENDMENT TO ISSUER DIRECT CORPORATION’S 2014 EQUITY INCENTIVE PLAN TO INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN BY 200,000.
 
 
 
Number of Votes Entitled to be Cast
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstaining
 
 
    3,772,700 
    1,934,315 
    249,593 
    5,117 
 
PROPOSAL 3: TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF CHERRY BEKAERT, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.
 
 
 
Number of Votes Entitled to be Cast
 
 
Votes For
 
 
Votes Against
 
 
Votes Abstaining
 
 
    3,772,700 
    2,138,577 
    230,057 
    13,170 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
Issuer Direct Corporation
 
 
 
 
 
Date: June 18, 2020
By:  
/s/ Brian R. Balbirnie
 
 
 
Brian R. Balbirnie 
 
 
 
Chief Executive Officer