8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  April 29, 2020

Commission File Number:  000-03718

Park City Group, Inc.

(Exact name of registrant as specified in its charter.)

Nevada	37-1454128
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5282 S Commerce Drive, Suite D-292, Murray, Utah 84107
(Address of principal executive offices)

435-645-2000
(Registrant's Telephone number)

Not Applicable
(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 Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company [ ]

If an emerging growth company, indicate by check mark 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 exchange on which registered
Common stock, par value $0.01 per share	PCYG	Nasdaq Capital Market

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2020, William S. Kies, Jr. submitted his resignation from his position as a member of the Board of Directors of Park City Group, Inc. (the “Company”), to be effective June 30, 2020. Mr. Kies did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of Mr. Kies’ letter of resignation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

See Exhibit Index.

Exhibit Index 

Exhibit No.	Description
99.1	William S. Kies, Jr. Letter of Resignation, dated April 29, 2020.

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.

Date:  May 4, 2020 Park City Group, Inc. By: /s/ John R. Merrill        Name: John R. Merrill          Title: Chief Financial Officer 

EX-99

April 29, 2020

Mr. Randy Fields

Chairman and Chief Executive Officer Park City Group, Inc.

5282 South Commerce Drive Murray, UT 84107

Dear Randy:

My affiliation with you and the Park City Group reaches back eighteen years this month. As one of my longest client affiliations of my twenty-six-year consultancy, the journey has been most rewarding.

I am forever grateful for the special opportunity to learn from you and assisting the team navigate the supermarket sector for nearly two decades.

It was an honor to be nominated and elected to your Board a decade ago. The growth of the company and the expansion of products/services have been truly amazing .... from FMM to SQF to Repositrak to MarketPlace to FoodSourceUSA - each a significant contribution to the retail industry.

As I plan my next five years of industry engagement and personal commitments, I wish to share with you my decision not to stand for reelection. With an eye on the quarterly calendar and the unprecedented circumstance with COVID-19, I hereby submit my Board resignation effective June 30, 2020.

Please know my advocacy for the company will continue.

It has been a personal pleasure and professional privilege to be affiliated with you and Park City Group. Thank you for allowing me to take this incredible journey with you.

With sincere gratitude,

·

William S. Kies, Jr.

cc: Ed Clissold , General Counsel

1500 North Astor Street #8 Chicago, IL 60610-1640    312.622.0076     Fax 312.642.9734    bill@kiesconsulting.com   www.kiesconsulting.com