8-K

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): February 28, 2023

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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:

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:

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

On February 28, 2023, William Everett, a director of Issuer Direct Corporation (the “Company”), notified the Board of Directors of the Company (the “Board”) of his decision not to stand for reelection as a director nominee at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Mr. Everett will continue to serve on the Chairman of the Board, including as a member of the Audit Committee of the Board, through the end of his term, which will occur at the end of the 2023 Annual Meeting.

Mr. Everett’s decision not to seek reelection was not the result of any disagreement with the Company or any of its subsidiaries on any matters related to operation, policies or practices. A copy of Mr. Everett’s letter regarding his decision not to stand for reelection dated February 28, 2023 is attached hereto as Exhibit 17.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

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.

isdr_ex171.htm EXHIBIT 17.1

WILLIAM EVERETT

EVERETT CONSULTING LLC

February 28, 2023

Board of Directors

Issuer Direct Corporation

One Glenwood Avenue, Suite 1001

Raleigh, North Carolina 27603

My fellow Board members:

I am writing to inform you that I will not be seeking reelection to the Board of Directors (the “Board”) of Issuer Direct Corporation (“Issuer Direct” or the “Company”)  at the upcoming 2023 annual meeting of the stockholders.  It has been an honor and privilege to sit on the Board of Issuer Direct for almost ten years and I am proud of the growth and success we have achieved over that time.  It is important to honor the Company’s ten-year term limit for directors and accordingly, I will leave the Board as of the date of the next annual meeting.

I wanted to be sure that it was clear that my decision not to stand for re-election is not a result of any disagreement with the Company or any of its subsidiaries on any matters related to its operation, policies or practices.  On the contrary, I think that the recent acquisition of Newswire positions the company for continued profitable long-term growth and increased market share in the news distribution business.

My best wishes for continued success in the future.

| Chairman of the Board of Directors |