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 13, 2016 (June 10, 2016)
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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))
Item
5.07.
Submission of Matters to a Vote of Security Holders.
On June 10, 2016, Issuer Direct Corporation (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were 2,143,257 shares of common stock represented in person or by proxy of the 2,794,394 shares of common stock entitled to be cast. 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, 2016. 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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2,794,394
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2,127,403
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15,854
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-0-
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Andre M. Boisvert
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2,794,394
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2,137,854
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5,403
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-0-
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William H. Everett
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2,794,394
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2,125,354
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17,903
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-0-
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J. Patrick Galleher
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2,794,394
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2,137,851
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5,406
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-0-
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David Sandberg
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2,794,394
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2,134,663
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8,594
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-0-
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PROPOSAL 2: 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, 2016.
Number of Votes Entitled to be Cast
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2,140,950
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307
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2,000
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PROPOSAL 3: TO AMEND THE COMPANY’S 2014 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR GRANT BY 200,000 SHARES.
Number of Votes Entitled to be Cast
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2,794,394
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2,117,656
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25,499
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102
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Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
10.1
First Amendment to Issuer Direct Corporation 2014 Equity Incentive Plan.
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 13, 2016
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By:
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/s/ Brian R. Balbirnie
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Brian R. Balbirnie
Chief Executive Officer
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FIRST AMENDMENT TO
ISSUER DIRECT CORPORATION
2014 EQUITY INCENTIVE PLAN
This First Amendment (the “
First A
mendment
”) to Issuer Direct Corporation 2014 Equity Incentive Plan, as amended from time to time (the “
Plan
”), is made effective as of June 10, 2016 (the “
Amendment
Effective Date
”), by Issuer Direct Corporation, a Delaware corporation (“
Issuer Direct”
) as set forth below.
BACKGROUND
WHEREAS, Issuer Direct established the Plan, originally effective as of March 31, 2014, under which Issuer Direct is authorized to grant equity-based incentive awards to certain employees and service providers of Issuer Direct and its subsidiaries;
WHEREAS, Section 21(a) of the Plan provides that Issuer Direct’s board of directors (the “
Board
”) may amend the Plan subject to, in certain circumstances, the approval of the holders of at least a majority of Issuer Direct’s shares of common stock;
WHEREAS, the Board now desires to amend the Plan in the manner contemplated hereby and has obtained the approval by Issuer Direct’s shareholders at Issuer Direct’s 2016 Annual Meeting the Amendment Effective Date to increase the number of shares of common stock authorized for grant by 200,000 shares; and
WHEREAS, capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.
NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date as set forth below:
1. The first paragraph of Section 4 of the Plan is hereby deleted and replaced in its entirety with the following:
“The stock subject to options granted under the Plan or grants of Restricted Shares or Restricted Stock Units shall be shares of authorized but unissued or reacquired Common Stock. Subject to adjustment as provided in Section 16 below, the maximum number of shares of Common Stock of the Corporation (“Shares”) which may be issued and sold under the Plan is
400,000
Shares.”
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2. Except as set forth above, the Plan shall continue to read in its current state.
IN WITNESS WHEREOF, Issuer Direct has caused the execution of this First Amendment by its duly authorized officer, effective as of the Amendment Effective Date.
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ISSUER DIRECT CORPORATION
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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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