8-K

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):  March 11, 2014

Issuer Direct Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-10185	74-2418590
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

500 Perimeter Park, Suite D, Morrisville, North Carolina 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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 11, 2014, James Patrick Galleher was appointed as a member of the Board of Directors (the “Board”) of Issuer Direct Corporation (the “Company”).  Mr. Galleher has not been appointed to serve as a member of any committee of the Board as of the date of the filing of this Current Report on Form 8-K.

Mr. Galleher is a Managing Director for Boxwood Partners, LLC, a merchant bank in Richmond, Virginia, where he leads transactions for Boxwood’s merger and acquisition advisory services and private equity group and a Managing Director for Boxwood Capital Partners, LLC, a private investment firm also located in Richmond, Virginia. He has led several transactions including the sale of Dorsey Wright & Associates, the capital raise for Digital Risk, the minority investment in Sweet Frog Yogurt and the buy-outs of Yoga Direct, Yoga Accessories, Everything Yoga and Red Rock Products.

Mr. Galleher holds a B.S. in Business Administration from the University of Richmond and a degree from the London Business School as well as attending the Centre for Creative Leadership in Belgium.

Family Relationships

There are no family relationships between any of the Company’s directors or officers and Mr. Galleher.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K with respect to Mr. Galleher.

Compensatory Arrangements

Mr. Galleher will earn a monthly retainer of $2,000 month for each month he is a member of the Board of Directors.

Also, Mr. Galleher was granted a non-statutory stock option to purchase 40,000 shares of the Company’s common stock at an exercise price of $13.49 (the “Stock Option”).  The Stock Option will be subject to vesting restrictions as follows: 6.25% will vest and be released from forfeiture in equal installments at the end of each calendar quarter for the forty-eight month period beginning on June 30, 2014.   In the event of a Change of Control (as defined in the Company’s 2010 Equity Incentive Plan), any unvested portion of the Stock Option shall be immediately vested.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Press release issued by the Company on March 13, 2014 announcing the appointment of Mr. James Patrick Galleher

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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.

	Issuer Direct Corporation
Date:  March 13, 2014	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Issuer Direct Adds J. Patrick Galleher

as Member of the Board of Directors

Former PrecisionIR Executive Brings Deep Industry and

Financial Expertise to the Issuer Direct Board of Directors

MORRISVILLE, NC-- (March 13, 2014) - Issuer Direct Corporation (NYSE MKT: ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, today announced the addition of J. Patrick Galleher to its Board of Directors.  Mr. Galleher was a former executive of PrecisionIR Group, Inc. (“PrecisionIR”) from 1995 through 2007, a company subsequently acquired by Issuer Direct in August 2013..

Gallaher, joined PrecisionIR, a provider of online investor relations and web-based corporate communications solutions to companies worldwide, as a sales executive in 1995. He spent 12 years in a variety of executive positions including chief operating officer and was ultimately appointed to chief executive officer in 2003. Upon this appointment, he was one of the youngest CEOs of a London Stock Exchange listed company. He was directly responsible for closing more than 200 accounts during his first year with the company, primarily focused on Canadian, closed-end funds and technology companies. Subsequently, he led the company’s product development efforts and laid out the roadmap for its significant revenue growth during his tenure with the company.

As part of the growth strategy, Mr. Gallaher’s also led five acquisitions, which added product capabilities in the areas of webcasting, web conferencing, and video casting to PrecisionIR’s portfolio of offerings. These transactions also aided the geographic expansion of the company into Europe.

Mr. Galleher is currently a Managing Director of Boxwood Partners, LLC, a merchant banking firm and a Managing Director of Boxwood Capital Partners, LLC, a private equity investment firm.

“During his career, Pat has excelled at developing relationships and driving growth through acquisitions, new product development and direct sales in the finance and technology arenas,” said Andre M. Boisvert, Chairman of the Issuer Direct Board of Directors. “He brings deep financial expertise, including M&A experience, along with a proven track record for leadership. The board is extremely pleased that Pat has accepted our invitation to join the Issuer Direct board.”

“I am pleased to be joining the Issuer Direct Board at such an exciting time in the company,” added Mr. Galleher. “I am optimistic about the outlook for the disclosure management solutions business and look forward to leveraging the knowledge I acquired during my time with PrecisionIR to further the growth and market reach of the new Issuer Direct.”

About Issuer Direct Corporation:

Issuer Direct is a disclosure management and targeted communications company. Our integrated platform provides tools, technologies and services that enable our clients to disclose and disseminate information through our network. With a focus on corporate issuers, the Company alleviates the complexity of maintaining compliance with its integrated portfolio of products and services that enhance companies’ ability to efficiently produce and distribute their financial and business communications both online and in print. Issuer Direct is listed on the New York Stock Exchange under the ticker “ISDR”.

Learn more about Issuer Direct today: http://ir.issuerdirect.com/tearsheet/html/isdr

Forward-Looking Statements. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs such as "will," "should," "would," "may," and "could" are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Issuer Direct’s actual results, performance or achievements to be materially different from any anticipated results, performance or achievements. Issuer Direct disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact Issuer Direct’s forward-looking statements, please see Issuer Direct’s Annual Report on Form 10-K for the year ended December 31, 2013, including but not limited to the discussion under "Risk Factors" therein, which Issuer Direct has filed with the SEC and which may be viewed at http://www.sec.gov.

Contact:

Hayden IR

Brett Maas

(646) 536-7331

brett@haydenir.com

James Carbonara

Hayden IR

(646) 755-7412

james@haydenir.com

Issuer Direct Corporation

Brian R. Balbirnie

(919) 481-4000

brian.balbirnie@issuerdirect.com