DEFA14A 1 isdr_defa14a.htm DEFA14A isdr_defa14a.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. __)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

☒

Definitive Additional Materials

☐

Soliciting Material under Rule 14a-12

ISSUER DIRECT CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒

No fee required

 

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

 

☐

Fee paid previously with preliminary materials.

 

 

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

(1)              Amount Previously Paid:

(2)              Form, Schedule or Registration Statement No.:

(3)              Filing Party:

(4)              Date Filed:

 

 

 

   

ISSUER DIRECT CORPORATION

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

ANNUAL MEETING OF STOCKHOLDERS – June 7, 2023 AT 9:00 Am EDT

 

 

 

 

CONTROL ID:

 

 

 

 

 

 

 

REQUEST ID:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The undersigned, a stockholder of Issuer Direct Corporation (the “Company”), hereby revoking any proxy heretofore given, does hereby appoint Jeffrey Quick proxy, with power of substitution, for and in the name of the undersigned to attend the 2023 annual meeting of stockholders of the Company to be held at https://agm.issuerdirect.com/isdr, on Wednesday, June 7, 2023 beginning at 9:00 AM, local time, or at any adjournment or postponement thereof, and there to vote, as designated below.

 

 

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

 

 

 

 

 

 

 

VOTING INSTRUCTIONS

 

 

 

 

 

 

If you vote by phone, fax or internet, please DO NOT mail your proxy card.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MAIL:

Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.

 

 

 

 

 

FAX:

Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.

 

 

 

 

 

INTERNET:

https://www.iproxydirect.com/ISDR

 

 

 

 

 

PHONE:

1-866-752-VOTE(8683)

 

 

 

 

 

   
 
 

 

ANNUAL MEETING OF THE STOCKHOLDERS OF

ISSUER DIRECT CORPORATION

PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒

 

 

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

 

 

 

 

Proposal 1

 

→

FOR

 

AGAINST

 

 

 

 

 

 

To elect the five (5) directors nominated by our Board of Directors as set forth in the Proxy Statement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONTROL ID:

 

 

J. Patrick Galleher

Director, Chairman of Compensation Committee

 

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Michael Nowlan

Director, Chairman of Audit Committee

 

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REQUEST ID:

 

 

Marti Beller Lazear

Director, member of the Compensation Committee

 

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Graeme P. Rein

Director, member of the Audit Committee

 

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Brian R. Balbirnie

Director, President and Chief Executive Officer

 

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☐

 

 

 

 

 

Proposal 2

 

→

FOR

 

AGAINST

 

ABSTAIN

 

 

 

 

To approve the Issuer Direct Corporation 2023 Equity Incentive Plan.

 

 

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☐

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 3

 

→

FOR 

 

 AGAINST

 

ABSTAIN 

 

 

 

 

To ratify the appointment of Cherry Bekaert LLP as sour independent registered public accounting firm for the year ending December 31, 2023.

 

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To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐

TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

 

 

 

 

 

MARK HERE FOR ADDRESS CHANGE   ☐  New Address (if applicable):

____________________________

____________________________

____________________________

 

IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

Dated: ________________________, 2023

 

 

 

(Print Name of Stockholder and/or Joint Tenant)

 

(Signature of Stockholder)

 

(Second Signature if held jointly)

  
 

 

 

  

ISSUER DIRECT CORPORATION

CONTROL ID:

 

REQUEST ID:

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

 

 

DATE:

JUNE 7, 2023

 

TIME:

9:00 AM LOCAL TIME

 

LOCATION:

https://agm.issuerdirect.com/isdr

 

 

 

HOW TO REQUEST PAPER COPIES OF OUR MATERIALS

PHONE:

CALL TOLL FREE
1-866-752-8683

FAX:

SEND THIS CARD TO
202-521-3464

INTERNET:

HTTPS://WWW.IPROXYDIRECT.COM/ISDR  

AND FOLLOW THE ON-SCREEN INSTRUCTIONS.

EMAIL:

PROXY@IPROXYDIRECT.COM

INCLUDE YOUR CONTROL ID IN YOUR EMAIL.

 

THIS COMMUNICATION REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS AVAILABLE TO YOU ON THE INTERNET. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE PROXY STATEMENT IS AVAILABLE AT: HTTPS://WWW.IPROXYDIRECT.COM/ISDR 

 

IF YOU WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY.  TO FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST, AS INSTRUCTED ABOVE, BEFORE MAY 24, 2023.

 

YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT HTTPS://WWW.IPROXYDIRECT.COM/ISDR

UNTIL 11:59 PM EASTERN TIME JUNE 6, 2023.

 

THE PURPOSES OF THIS MEETING ARE AS FOLLOWS:

1. TO ELECT FIVE (5) DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AS SET FORTH IN THE PROXY STATEMENT;

 

2. TO APPROVE THE ISSUER DIRECT CORPORATION 2023 EQUITY INCENTIVE PLAN;

 

3. TO RATIFY THE APPOINTMENT OF CHERRY BEKAERT LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023; AND

 

4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

 

PURSUANT TO NEW SECURITIES AND EXCHANGE COMMISSION RULES, YOU ARE RECEIVING THIS NOTICE THAT THE PROXY MATERIALS FOR THE ANNUAL MEETING ARE AVAILABLE ON THE INTERNET. FOLLOW THE INSTRUCTIONS ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED COPIES.

 
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON APRIL 11, 2023 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS ENTITLED TO RECEIVE NOTICE OF THE ANNUAL MEETING AND TO VOTE THE SHARES OF OUR COMMON STOCK, PAR VALUE $0.001 PER SHARE, THEY HELD ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘FOR’ ALL PROPOSALS ABOVE.

 

PLEASE NOTE - THIS IS NOT A PROXY CARD - YOU CANNOT VOTE BY RETURNING THIS CARD

 

 

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ISSUER DIRECT CORPORATION

SHAREHOLDER SERVICES

1 Glenwood Avenue Suite 1001

Raleigh NC 27603

 

FIRST-CLASS MAIL

US POSTAGE

PAID

RALEIGH NC

PERMIT # 870

  

TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED

 

 

 

 

 

 

 

 

IMPORTANT SHAREHOLDER INFORMATION

 

YOUR VOTE IS IMPORTANT

 

 

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