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 14, 2024

 

 

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 14, 2024, Issuer Direct Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were 3,318,490 shares of common stock represented in person or by proxy of the 3,817,379 shares of common stock entitled to be cast, constituting a quorum. The Company's stockholders approved the four 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 29, 2024. The final votes on the proposals presented at the Annual Meeting are as follows:

 

PROPOSAL 1: TO ELECT TWO (2) DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

 

 

 

Votes For

 

 

Votes Against

 

 

Broker

Non-Votes

 

Brian R. Balbirnie

 

 

2,474,753

 

 

 

114,393

 

 

 

729,344

 

Graeme P. Rein

 

 

2,428,865

 

 

 

160,281

 

 

 

729,344

 

 

PROPOSAL 2: AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROSY STATEMENT

 

 

 

Votes For

 

 

Votes Against

 

 

Votes Abstaining

 

 

Broker

Non-Votes

 

 

 

2,528,120

 

 

 

31,838

 

 

 

29,188

 

 

 

729,344

 

 

PROPOSAL 3: AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

 

 

 

One Year

 

 

Two Years

 

 

Three Years

 

 

Votes Abstaining

 

 

Broker

Non-Votes

 

 

 

639,013

 

 

 

1,459

 

 

 

1,947,490

 

 

 

1,184

 

 

 

729,344

 

 

PROPOSAL 4: 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, 2024.

 

 

 

Votes For

 

 

Votes Against

 

 

Votes Abstaining

 

 

 

 

3,131,373

 

 

 

186,923

 

 

 

194

 

 

 
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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: June 20, 2024

By:

/s/ Brian R. Balbirnie

 

 

 

Brian R. Balbirnie

 

 

 

Chief Executive Officer

 

 

 
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