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 23, 2015

______________

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 23, 2015, Wesley Pollard submitted formal notice of his intent not to stand for re-election as a member of the Board of Directors (the “Board”) of Issuer Direct Corporation (the “Company”) at the Company’s 2015 annual meeting of the stockholders.   Mr. Pollard is not a member of the Audit Committee or Compensation Committee of the Board.

Mr. Pollard’s decision not to stand for re-election to the Board is not the result of any disagreement with the Company or any of its subsidiaries on any matters related to their operations, policies or practices.  A copy of Mr. Pollard’s written correspondence is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Written Correspondence”).  The Board does not intend to appoint a new director to replace Mr. Pollard at this time.

Additionally, as part of the Written Correspondence, Mr. Pollard indicated his intent to resign his positions of Chief Financial Officer, Secretary and Treasurer of the Company effective the business day after the filing of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015 with the Securities and Exchange Commission (the “Filing Date”).  Until the Filing Date, Mr. Pollard will continue as the Company’s Chief Financial Officer, Secretary and Treasurer.

Subsequent to the Filing Date, the Board intends to appoint Steve Knerr, the Company’s current Controller, as its interim Principal Accounting Officer and interim Chief Financial Officer.  Subsequent to the Filing Date, Mr. Pollard will be retained as a consultant to the Company on an as needed basis.  The Company intends to conduct a formal search for a permanent Principal Accounting Officer and Chief Financial Officer.

As required by Item 5.02, the Company has provided Mr. Pollard a copy of the disclosure contained in this Current Report on Form 8-K.  Mr. Pollard has indicated he agrees with all the statements made is this disclosure.

Item 8.01.  Other Events.

On March 26, 2015, the Company issued a press release regarding Mr. Pollard’s intent to resign as the Chief Financial Officer.  A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

ExhibitNo.	Description
99.1	Resignation letter of Mr. Pollard dated March 23, 2015.
99.2	Press release issued by Issuer Direct Corporation on March 26, 2015.

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 26, 2015	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer

EX-99.1

Exhibit 99.1

March 23, 2015

Board of Directors

Issuer Direct Corporation

500 Perimeter Park Drive, Suite D

Morrisville, NC 27560

RE:           Resignation from Issuer Direct Corporation

To Whom It May Concern:

Please accept this correspondence as formal notice of my intent not to stand for re-election to the Board of Directors (the “Board”) of Issuer Direct Corporation, a Delaware corporation (the “Company”) at the Company’s 2015 annual meeting of the stockholders.  Furthermore, I will remain as the Chief Financial Officer, Secretary, and Treasurer from the date of this letter until the next business day after the filing of the Company’s Form 10-Q for the period ended March 31, 2015 with the Securities and Exchange Commission.  After such date, I will continue to act as a consultant on an as needed basis to the Company during a transition period of a currently undetermined length.

My resignation from these positions and decision not to stand for re-election to the Board are solely due to personal reasons and are not a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices.

I am most grateful for the opportunity to serve as the Company’s Chief Financial Officer since 2009, and also to serve on the Company’s Board of Directors since 2010, and look forward to assisting the company in anyway possible during the transition period as the Company’s moves forward with their strategic objectives.

Sincerely,

/s/ Wesley Pollard__

Wesley Pollard

EX-99.2

Exhibit 99.2

Issuer Direct’s CFO Announces Plans to Transition Responsibilities

MORRISVILLE, NC – March 26, 2015 - Issuer Direct Corporation (NYSE MKT:ISDR), a market leader and innovator of disclosure management solutions and cloud-based compliance technologies, today announced that Wesley Pollard, Chief Financial Officer, will be resigning as the Company’s full-time Chief Financial Officer, but will be retained as a consultant. Mr. Pollard will continue to carry out full-time Chief Financial Officer duties through the filing of Issuer Direct’s March 31, 2015 quarterly filing, directing the Company’s financial operations, and assisting with the upcoming transition. After that date, Mr. Pollard will be retained as a consultant to provide continuity and assist the Company on an as-needed basis.

"We appreciate Wes's many contributions to Issuer Direct’s growth over the last six years, in particular the strong financial team he has built," said Brian Balbirnie, Issuer Direct’s Chief Executive Officer. "I know I speak for the broader management team and Board of Directors in wishing him the best as he begins this transition to spend more time with family."

Upon Mr. Pollard’s departure, Issuer Direct’s controller, Steven Knerr, will assume the role of interim Principal Accounting Officer and interim Chief Financial Officer, until a new Chief Financial Officer is appointed. The Company intends to initiate a formal search for a new Chief Financial Officer immediately.

"I have greatly enjoyed my time at Issuer Direct and I continue to believe the Company is on a path to become the leader in disclosure management and shareholder communications, given the strength of the DMS platform, breadth of existing and new data-driven products, shareholder engagement offerings, and strategic direction," said Mr. Pollard. "I will continue to watch, and assist as needed with the Company's progress and future growth with great interest."

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.

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 the Company's actual results, performance or achievements to be materially different from any anticipated results, performance or achievements. The Company 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 the Company's forward-looking statements, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2014, including but not limited to the discussion under "Risk Factors" therein, which the Company has filed with the SEC and which may be viewed at http://www.sec.gov.

Contact:

For Further Information: 

Issuer Direct Corporation 

Brian R. Balbirnie 

919-481-4000 

brian.balbirnie@issuerdirect.com 

Brett Maas 

Hayden IR 

(646) 536-7331 

brett@haydenir.com 

James Carbonara 

Hayden IR 

(646)-755-7412 

james@haydenir.com