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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 1, 2018
(June 1, 2018)
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Issuer Direct Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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500 Perimeter Park Drive, Suite D, Morrisville, NC
27560
(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. ☐
Item 5.07. Submission of Matters to a Vote of
Security Holders.
On June
1, 2018, Issuer Direct Corporation (the “Company”) held
its 2018 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, there were 1,982,238 shares
of common stock represented in person or by proxy of the 3,062,120
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 20, 2018 (the
“Proxy Statement”). The final votes on the proposals
presented at the Annual Meeting are as follows:
PROPOSAL 1: TO ELECT FIVE (5) DIRECTORS TO SERVE UNTIL THE NEXT
ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND
QUALIFIED.
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Number
of Votes Entitled
to
be Cast
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Brian R.
Balbirnie
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3,062,120
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1,812,470
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114,003
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-
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William H.
Everett
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3,062,120
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1,883,593
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42,879
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-
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Eric Alan
Frank
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3,062,120
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1,886,437
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40,035
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-
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J. Patrick
Galleher
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3,062,120
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1,886,437
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40,035
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-
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Michael
Nowlan
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3,062,120
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1,886,437
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40,035
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-
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PROPOSAL 2: AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS
DISCLOSED IN THE PROXY STATEMENT.
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Number
of Votes Entitled to be Cast
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Votes
For
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Votes
Against
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Votes
Abstaining
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3,062,120
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1,924,653
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323
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1,497
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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, 2018.
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Number
of Votes Entitled to be Cast
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Votes
For
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Votes
Against
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Votes
Abstaining
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3,062,120
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1,982,231
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7
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-
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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.
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Issuer
Direct Corporation
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Date: June 1,
2018
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By:
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/s/
Brian R.
Balbirnie
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Brian R.
Balbirnie
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Chief Executive
Officer
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